NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR
ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO
ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE WRAP RETAIL OFFER AS A FINANCIAL
PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY,
THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF EQTEC
PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE
ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR
INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART
OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF
AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF EQTEC
PLC.
4 September 2024
EQTEC plc
("EQTEC",
the "Company" or the "Group")
WRAP Retail Offer for up to
£200,000
EQTEC plc (AIM: EQT), a global
technology innovator powering distributed, decarbonised, new energy
infrastructure through its waste-to-value solutions for hydrogen,
biofuels and energy generation, is pleased to announce a retail
offer via the Winterflood Retail Access Platform ("WRAP") to raise up to £200,000 (the
"WRAP Retail Offer")
through the issue of new ordinary shares of €0.01 each in the
capital of the Company ("Ordinary
Shares"). Under the WRAP Retail Offer up to 20,000,000
new Ordinary Shares (the "WRAP
Retail Offer Shares") will be made available at a price of
1p per share.
In addition to the WRAP Retail Offer
and as announced earlier today the Company, inter alia, completed a placing
and subscription of new Ordinary Shares (the "Fundraise Shares" and together with the
WRAP Retail Offer Shares, the "New
Ordinary Shares") which has raised approximately £1.1
million (before expenses) (the "Fundraise") at a price of 1p per
Fundraise Share (the "Issue
Price"). The Issue Price
represents a discount of approximately 19 per cent. to the
mid-market closing price of an Ordinary Share on 3 September 2024
(being the latest practicable date prior to this announcement). The
issue price of the WRAP Retail Offer Shares is equal to the Issue
Price.
A separate announcement has been
made regarding the Fundraise and its terms and sets out the use of
proceeds. The proceeds of the WRAP Retail Offer will be utilised in
the same way as the proceeds of the Fundraise.
For the avoidance of doubt, the WRAP
Retail Offer is not part of the Fundraise.
The WRAP Retail Offer and the
Fundraise are conditional on the New Ordinary Shares being admitted
to trading on AIM ("Admission") and receipt of funds
pursuant to the Fundraise. It is anticipated that Admission will
become effective and that dealings in the New Ordinary Shares will
commence on AIM, at 8.00 a.m. on 13 September 2024.
WRAP Retail Offer
The Company values its retail
shareholder base and believes that it is appropriate to provide its
existing retail shareholders in the United Kingdom the opportunity
to participate in the WRAP Retail Offer.
Therefore, the Company is making the
WRAP Retail Offer open to eligible investors in the United Kingdom,
being existing shareholders of EQTEC, following release of this
announcement and through certain financial
intermediaries.
Existing shareholders can contact
their broker or wealth manager to participate in the WRAP Retail
Offer.
The WRAP Retail Offer is expected to
close at 16.30 on 6 September 2024. Eligible shareholders should
note that financial intermediaries may have earlier closing
times.
Retail brokers wishing to
participate in the WRAP Retail Offer on behalf of existing retail
shareholders, should contact wrap@winterflood.com.
To be eligible to participate in the
WRAP Retail Offer, applicants must be a customer of a participating
intermediary and, as at the date hereof or will be, prior to
placing an order for WRAP Retail Offer Shares, shareholders in the
Company which may include individuals aged 18 years or over,
companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.
There is a minimum subscription of
£250 per investor under the WRAP Retail Offer. The terms and
conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or
fee charges.
The Company reserves the right to
scale back any order under the WRAP Retail Offer at its discretion.
The Company reserves the right to reject any application for
subscription under the WRAP Retail Offer without giving any reason
for such rejection.
It is vital to note that once an
application for WRAP Retail Offer Shares has been made and accepted
via an intermediary, it cannot be withdrawn.
The New Ordinary Shares will, when
issued, be credited as fully paid and will rank pari passu in all respects with
existing Ordinary Shares including the right to receive all
dividends and other distributions declared, made or paid after
their date of issue.
It is a term of the WRAP Retail
Offer that the total value of the WRAP Retail Offer Shares
available for subscription at the Issue Price does not exceed
£200,000 unless increased at the discretion of the
Company.
The WRAP Retail Offer is offered in
the United Kingdom under the exemption from the requirement to
publish a prospectus in section 86(1)(e) of FSMA. As such, there is
no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules of the Financial Conduct Authority, or for
approval of the same by the Financial Conduct Authority. The WRAP
Retail Offer is not being made into any jurisdiction other than the
United Kingdom.
No offering document, prospectus or
admission document has been or will be prepared or submitted to be
approved by the Financial Conduct Authority (or any other
authority) in relation to the WRAP Retail Offer, and investors'
commitments will be made solely on the basis of the information
contained in this announcement and information that has been
published by or on behalf of the Company prior to the date of this
announcement by notification to a Regulatory Information Service in
accordance with the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules, the Market Abuse Regulation (EU
Regulation No. 596/2014) ("MAR") and MAR as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018
(as amended).
Investors should make their own
investigations into the merits of an investment in the Company.
Nothing in this announcement amounts to a recommendation to invest
in the Company or amounts to investment, taxation or legal
advice.
It should be noted that a
subscription for WRAP Retail Offer Shares and investment in the
Company carries a number of risks. Investors should take
independent advice from a person experienced in advising on
investment in securities such as the WRAP Retail Offer Shares if
they are in any doubt.
An investment in the Company will
place capital at risk. The value of investments, and any income,
can go down as well as up, so investors could get back less than
the amount invested.
Neither past performance nor
any forecasts should be considered a reliable indicator of future
results.
For Further Information please
contact:
EQTEC plc
David Palumbo / Jeffrey Vander
Linden
|
+44 20 3883 7009
|
Strand Hanson - Nomad & Financial
Adviser
James Harris / Richard
Johnson
|
+44 20 7409 3494
|
Fortified Securities - Broker
Guy Wheatley
|
+44 20 3411 7773
|
Global Investment Strategy UK Ltd -
Broker
Samantha Esqulant
|
+44 20 7048 9045
|
Shard Capital Partners LLP - Broker
Damon Heath / Isabella
Pierre
|
+44 20 7186 9927
|
Winterflood Retail Access Platform
Andrew Stancliffe / Joe
Winkley
|
WRAP@winterflood.com
+44 20 3100 0000
|
Further information on the Company
can be found at www.eqtec.com.
The Company's LEI is 63540085VSYVDEINJO04.
This announcement should be read in
its entirety. In particular, the information in the "Important
Notices" section of the announcement should be read and
understood.
Important Notices
The content of this announcement,
which has been prepared by and is the sole responsibility of the
Company.
This announcement and the
information contained herein is not for release, publication or
distribution, directly or indirectly, in whole or in part, in or
into or from the United States (including its territories and
possessions, any state of the United States and the District of
Columbia (the "United
States" or "US")),
Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction where
to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction.
The WRAP Retail Offer Shares have
not been and will not be registered under the US Securities Act of
1933, as amended (the "US
Securities Act") or under the applicable state securities
laws of the United States and may not be offered or sold directly
or indirectly in or into the United States. No public offering of
the WRAP Retail Offer Shares is being made in the United States.
The WRAP Retail Offer Shares are being offered and sold outside the
United States in "offshore
transactions", as defined in, and in compliance with,
Regulation S under the US Securities Act ("Regulation S") to non-US persons
(within the meaning of Regulation S). In addition, the Company has
not been, and will not be, registered under the US Investment
Company Act of 1940, as amended.
This announcement does not
constitute an offer to sell or issue or a solicitation of an offer
to buy or subscribe for WRAP Retail Offer Shares in the United
States, Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction
in which such offer or solicitation is or may be unlawful. No
public offer of the securities referred to herein is being made in
any such jurisdiction.
This announcement is not for
publication or distribution, directly or indirectly, in or into the
United States of America. This announcement is not an offer
of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under
the US Securities Act, and may not be offered or sold in the United
States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made
in the United States.
The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
WRAP is a proprietary technology
platform owned and operated by Winterflood Securities Ltd
(registered address at Riverbank House, 2 Swan Lane, London EC4R
3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this
announcement) as its client in relation to the WRAP Retail Offer
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for
providing advice in connection with the WRAP Retail Offer,
Admission and the other arrangements referred to in this
announcement.
The value of Ordinary Shares and the
income from them is not guaranteed and can fall as well as rise due
to stock market movements. When you sell your investment, you may
get back less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of
currency fluctuations.
Certain statements in this
announcement are forward-looking statements which are based on the
Company's expectations, intentions and projections regarding its
future performance, anticipated events or trends and other matters
that are not historical facts. These forward-looking statements,
which may use words such as "aim", "anticipate", "believe",
"intend", "estimate", "expect" and words of similar meaning,
include all matters that are not historical facts. These
forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations,
financial condition, liquidity and dividend policy and the
development of the industries in which the Company's businesses
operate to differ materially from the impression created by the
forward-looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Given those risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements.
These forward-looking statements
speak only as at the date of this announcement and cannot be relied
upon as a guide to future performance. The Company and Winterflood
expressly disclaim any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to do so by the Financial Conduct Authority, the London
Stock Exchange or applicable law.
The information in this announcement
is for background purposes only and does not purport to be full or
complete. None of Winterflood or any of its affiliates, accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly, disclaim
all and any liability whether arising in tort, contract or
otherwise which they might otherwise be found to have in respect of
this announcement or its contents or otherwise arising in
connection therewith.
Any indication in this announcement
of the price at which the Ordinary Share have been bought or sold
in the past cannot be relied upon as a guide to future performance.
Persons needing advice should consult an independent financial
adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be
interpreted to mean that earnings or target dividend per share of
the Company for the current or future financial years would
necessarily match or exceed the historical published earnings or
dividends per share of the Company.
Neither the content of the Company's
website (or any other website) nor the content of any website
accessible from hyperlinks on the Company's website (or any other
website) is incorporated into or forms part of this announcement.
The WRAP Retail Offer Shares to be issued or sold pursuant to the
WRAP Retail Offer will not be admitted to trading on any stock
exchange other than the London Stock Exchange.
It is further noted that the WRAP
Retail Offer is only open to investors in the United Kingdom who
fall within Article 43 of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (which includes
an existing member of the Company).
Strand Hanson Limited ("Strand Hanson") which is authorised and regulated by the FCA in the United
Kingdom, is acting Nominated Adviser to the Company in connection
with the Fundraise. Strand Hanson has not authorised the contents
of, or any part of, this announcement, and no liability whatsoever
is accepted by Strand Hanson for the accuracy of any information or
opinions contained in this announcement or for the omission of any
material information. The responsibilities of Strand Hanson as the
Company's Nominated Adviser under the under
the AIM Rules for Companies and the AIM Rules for Nominated
Advisers are owed solely to London Stock
Exchange plc and are not owed to the Company or to any director or
shareholder of the Company or any other person, in respect of its
decision to acquire shares in the capital of the Company in
reliance on any part of this announcement, or otherwise.
Fortified Securities ("Fortified") and Shard Capital Partners
LLP ("Shard") are
authorised and regulated by the FCA in the United Kingdom.
Fortified and Shard are acting as joint brokers for the Company and
no one else in connection with the placing and the contents of this
announcement and will not regard any other person (whether or not a
recipient of this Announcement) as its client in relation to the
placing or the contents of this announcement nor will it be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Fortified by FSMA or the regulatory regime established thereunder,
Fortified and Shard accepts no responsibility whatsoever, and makes
no representation or warranty, express or implied, for the placing
or 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 behalf of it, the Company or any
other person, in connection with the Company and the contents of
this announcement, whether as to the past or the future. Fortified
and Shard accordingly disclaim all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above), which it might otherwise have in respect of the contents of
this announcement or any such statement.