THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"), AND THE INFORMATION
CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION,
DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE
OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES
NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN DG INNOVATE PLC
OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT
NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF
DG INNOVATE PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR"). UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
9 May 2024
DG Innovate
plc
("DG
Innovate" or the "Company")
Placing to raise
£786,500
DG Innovate plc (LSE: DGI), the
advanced research and development company developing pioneering
solutions in sustainable mobility and energy storage, is pleased to
announce that it has conditionally raised £786,500 (before
expenses), pursuant to a placing of 786,500,000 new ordinary shares
of 0.01p each ("Ordinary
Shares") (the "Placing
Shares") at a placing price of 0.10 pence per ordinary share
(the "Placing Price"), with
certain institutional and other investors (the "Placing").
The Placing was cornerstoned by
Norway's largest financial services group, DNB ASA, which will hold
4.89% of the Company's enlarged issued ordinary share capital on
admission of the Placing Shares. The Placing was substantially
oversubscribed, with the Placing Shares broadly representing the
remaining Ordinary Shares available to be placed by the Company
under the FCA's Prospectus Regulation Rules without having to issue
a prospectus.
Cavendish Capital Markets Limited
("Cavendish") acted as sole
bookrunner to the Placing ("Sole
Bookrunner").
The Placing Price represents a
discount of approximately 11.11 per cent. to the closing mid-market
price of 0.1125 pence per Ordinary Share on 8 May 2024 (being the
last business day before the release of this
Announcement).
The net proceeds from the Placing
will provide the Company with short term funding to support the
establishment of the joint venture with EVage Automotive Pvt.
Limited ("EVage") and other
commercial strategies, and also to strengthen the Company's balance
sheet ahead of a proposed move to the AIM market of the London
Stock Exchange and an associated fundraise.
The Company has the authority to
issue and allot the Placing Shares pursuant to certain existing
shareholder authorities granting such powers to the directors at
the Company's Annual General Meeting held on 19 July
2023.
As announced on 29 April 2024,
Martin Boughtwood notified the Company that his wife, Denise
Boughtwood, had undertaken a number of trades in the Company's
Ordinary Shares that had not been previously notified or otherwise
disclosed to the Company as required by MAR. The Company confirms
that it is well advanced in its investigation and further
announcements will be made in due course as appropriate.
Details of the Placing and the Placing
Agreement
Under the terms of a placing
agreement entered into today between Cavendish and the Company (the
"Placing Agreement"),
Cavendish has conditionally agreed to use its reasonable endeavours
to procure subscribers for the Placing Shares to raise
£786,500.
Cavendish has conditionally placed
the Placing Shares with certain institutional investors at the
Placing Price. The Placing is not being underwritten by
Cavendish.
The Placing has raised gross
proceeds of £786,500 through the Placing of the Placing Shares at
the Placing Price. The Placing Price represents a discount of 11.11
per cent. to the closing mid-market price of 0.1125 pence per
Ordinary Share on 8 May 2024 (being the last business day before
the release of this Announcement).
The Placing Shares will represent
approximately 7.12 per cent. of the Company's issued ordinary share
capital on Admission.
The Placing is conditional,
inter alia, on:
· The
Placing Agreement not having been terminated in accordance with its
terms prior to Admission (as defined below) of the Placing Shares
to trading on the Main Market of the London Stock Exchange;
and
· Admission becoming effective by no later than 8.00 a.m. on 14
May 2024 or such later time and/or date as the Company and
Cavendish may agree (being no later than 8.00 a.m. on 3 June
2024).
The Placing Agreement contains
customary warranties given by the Company to Cavendish as to
matters in relation to, inter
alia, the accuracy of information in this announcement and
other matters relating to DG Innovate and its business. In
addition, the Company has provided a customary indemnity to
Cavendish in respect of liabilities arising out of or in connection
with the Placing.
Cavendish is entitled to terminate
the Placing Agreement in certain circumstances prior to Admission,
including where any of the warranties are found not to be true or
accurate or were misleading in any respect, the failure of the
Company to comply in any material respect with any of its
obligations under the Placing Agreement, the occurrence of certain
force majeure events or a material adverse change in the
business of the Company or in financial or trading position or
prospects of the Company.
Admission, Settlement, Dealings and Total Voting
Rights
The Placing Shares will be issued
credited as fully paid and will rank pari passu with the Company's
existing Ordinary Shares. The Placing Shares are not being made
available to the public and are not being offered or sold in any
jurisdiction where it would be unlawful to do so.
Application has been made for the
Placing Shares to be admitted to the Official List of the FCA and
admitted to trading on the Main Market of the London Stock Exchange
("Admission"). It is
expected that Admission will become effective and dealings in the
New Ordinary Shares will commence at 8.00 a.m. on 14 May
2024.
Upon Admission, the Company's issued
share capital will consist of 11,050,248,440 Ordinary Shares with
one voting right each. The Company holds 357,142 Ordinary Shares in
treasury. Therefore, the total number of voting rights in the
Company will be 11,049,891,298. With effect from Admission, this
figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Enquiries:
DG
innovate plc
Peter Bardenfleth-Hansen
(CEO)
Jack Allardyce (CFO)
|
|
C/O IFC
|
|
|
|
IFC
Advisory (Investor Relations)
Tim Metcalfe
Zach Cohen
|
|
020 3934 6630
|
|
|
|
FGS
Global (Public Relations)
Rollo Head
Gordon Simpson
Alessandro M Rubin
|
|
020 7251 3801
|
|
|
|
Grant Thornton UK LLP (Financial Adviser)
Samantha Harrison
Jamie Barklem
Ciara Donnelly
|
|
020 7383 5100
|
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|
|
Cavendish Capital Markets Limited (Corporate
Broker)
Adrian Hadden / George Lawson
(Corporate Finance)
Michael Johnson (Sales)
|
|
020 7220 0500
|
This Announcement is released by DG Innovate plc and contains
inside information for the purposes of Article 7 of MAR, and is
disclosed in accordance with the Company's obligations under
Article 17 of MAR.
Market soundings (as defined in MAR) were taken in respect of
the Placing with the result that certain persons became aware of
inside information (as defined in MAR), as permitted by MAR.
This inside information is set out in this Announcement. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of such inside information relating to
the Company and its securities.
For the purposes of MAR, Article 2 of Commission Implementing
Regulation (EU) 2016/1055 and the UK version of such implementing
regulation (as amended), the person responsible for arranging for
the release of this Announcement on behalf of the Company is Jack
Allardyce, Chief Executive Officer.
IMPORTANT
NOTICES
The distribution of this Announcement and any other
documentation associated with the Placing into jurisdictions other
than the United Kingdom may be restricted by law. Persons
into whose possession these documents come should inform themselves
about and observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the
securities laws or regulations of any such jurisdiction. In
particular, such documents should not be distributed, forwarded to
or transmitted, directly or indirectly, in whole or in part, in,
into or from the United States, Australia, Canada, Japan or the
Republic of South Africa or any other jurisdiction where to do so
may constitute a violation of the securities laws or regulations of
any such jurisdiction (each a "Restricted
Jurisdiction").
This Announcement is not an offer of securities for sale into
the United States. The Placing Shares have not been and will
not be registered under the US Securities Act 1933 as amended (the
"US Securities Act") or with any securities regulatory authority of
any state or other jurisdiction of the United States and,
accordingly, may not be offered, sold, resold, taken up,
transferred, delivered or distributed, directly or indirectly,
within the United States except pursuant to an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States. There will be no public offer of the Placing
Shares in the United States.
The Placing Shares are being offered and sold only in
"offshore transactions" outside the US in reliance on, and in
accordance with, Regulation S under the US Securities Act.
The Placing Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission
in the US or any other US regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
offering of the Placing Shares or the accuracy or adequacy of this
Announcement.
This Announcement is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire any of the
Placing Shares (as the case may be). In particular, this
Announcement does not constitute or form part of any offer to issue
or sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United
States.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this Announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company or Cavendish. Subject to the Listing
Rules of the FCA, the issue of this Announcement shall not, in any
circumstances, create any implication that there has been no change
in the affairs of the Company since the date of this Announcement
or that the information contained in it is correct at any
subsequent date.
Cavendish, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for the Company and no one else in connection with the Placing and
will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Placing and will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients or for providing advice in
relation to the Placing or any matters referred to in this
Announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Cavendish by the Financial Services and
Markets Act 2000 or the regulatory regime established thereunder,
Cavendish does not accept any responsibility whatsoever for the
contents of this Announcement, and makes no representation or
warranty, express or implied, for the contents of this
Announcement, including its accuracy, completeness or verification,
or for any other statement made or purported to be made by it, or
on its behalf, in connection with the Company or the Placing Shares
or the Placing, and nothing in this Announcement is or shall be
relied upon as, a promise or representation in this respect whether
as to the past or future. Cavendish accordingly disclaims to the
fullest extent permitted by law all and any liability whether
arising in tort, contract or otherwise (save as referred to above)
which it might otherwise have in respect of this Announcement or
any such statement.
No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share of the
Company.
This Announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this Announcement and include statements
regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Company's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or
implied by the forward-looking statements. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements in this Announcement are based on
certain factors and assumptions, including the Directors' current
view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. Whilst the Directors
consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as
required by applicable law or regulation, the Company undertakes no
obligation to release publicly the results of any revisions to any
forward-looking statements in this Announcement that may occur due
to any change in the Directors' expectations or to reflect events
or circumstances after the date of this
Announcement.
Information to Distributors
UK product governance
Solely for the purposes of the
product governance requirements contained within of Chapter 3 of
the FCA Handbook Production Intervention and Product Governance
Sourcebook (the "UK Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such securities are:
(i) compatible with an end target market of investors who meet the
criteria of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook;
and (ii) eligible for distribution through all distribution
channels (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors (for the purposes of UK
Product Governance Requirements) should note that: (a) the price of
the Placing Shares may decline and investors could lose all or part
of their investment; (b) the Placing Shares offer no guaranteed
income and no capital protection; and (c) an investment in the
Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Cavendish will only procure investors who meet the
criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of Chapter 9A or
10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Placing Shares.
Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels.
Neither the content of the Company's
website nor any website accessible by hyperlinks to the Company's
website is incorporated in, or forms part of, this
Announcement.
Certain figures contained in this
Announcement, including financial information, have been subject to
rounding adjustments. Accordingly, in certain instances, the sum or
percentage change of the numbers contained in this Announcement may
not conform exactly with the total figure given.