TIDMGPL
RNS Number : 6947X
Graft Polymer (UK) PLC
22 December 2023
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN (THE
"ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE,
TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
RUSSIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE,
DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, PERSONS RECEIVING
THIS ANNOUNCEMENT SHOULD READ AND UNDERSTAND THE INFORMATION
PROVIDED IN THE "IMPORTANT NOTICES" SECTION OF THIS
ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN GRAFT POLYMER
(UK) PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC
LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT
VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION WILL
BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.
22 December 2023
Graft Polymer (UK) Plc
(the "Company")
Placing of New Ordinary Shares
Graft Polymer Plc (LSE:GPL), the multi-sector specialist
chemical company offering modified and alloyed polymer and
bio-polymer solutions for refiners, compounders and processors,
today announces that it has conditionally placed 20,666,667 new
ordinary shares ("Ordinary Shares") of 0.1 pence each in the
capital of the Company ("New Ordinary Shares") (the "Placing
Shares") with a new cornerstone investor at a price of 0.6 pence
per Placing Share (the "Placing Price") ("Placing") in addition to
receiving conditional subscriptions for 51,916,667 New Ordinary
Shares at the Placing Price (" Subscription "), and agreements
being entered into for 10,750,000 existing Ordinary Shares of 0.1
pence each in the capital of the Company ("Existing Shares") to be
transferred by an existing shareholder at the Placing Price,
raising gross proceeds of GBP500,000 (together, the "Fundraising").
In addition, one warrant is being issued by the Company for every
two Placing Shares allotted, being in aggregate warrants over
10,333,333 Ordinary Shares, exercisable at 1 penny per Ordinary
Share for a period of two years ("Placing Warrants"). The Placing
Warrants will not be admitted to trading on London Stock Exchange
or any other stock exchange.
The net proceeds of the Fundraising will be used to fund the
Company's general working capital requirements. The Placing Price
represents a discount of 45 per cent. to the closing price of the
Ordinary Shares on 21 December 2023, being the trading day
immediately prior to the release of this announcement.
CMC Markets Plc ( " CMC ") acted as Bookrunner and placing agent
in connection with the Placing.
Commenting on the placing, Graft Polymer CEO / CTO Victor
Bolduev, said: "This placing follows a year where we have made
significant progress including the completion of our new commercial
production facility in June 2023 and momentum with new contracts
reflecting our competitive advantage based on strong innovation. We
now have core infrastructure in place with established industry
networks and the commitment of cornerstone investors. We look
forward to delivering the next stage of growth".
Appointment of CMC
CMC has been appointed as the Company's joint UK broker with
immediate effect. CMC is headquartered in London, with hubs in
Sydney and Singapore. CMC is listed on the London Stock Exchange
and was admitted to the FTSE 250 on 20 June 2016. Investors and
Brokers wishing to gain access to future CMC Markets transactions,
should register their interest at:
https://www.cmcmarkets.com/en-gb/capx .
Further Details of the Fundraising
The Placing is conditional on, inter alia, (i) the placing
agreement entered into between the Company and CMC becoming
unconditional in all respects in relation to the Placing and not
having been terminated in accordance with its terms; and (ii)
Admission (as defined below). The Placing Shares will be allotted
and issued under the Company's existing authorities obtained at the
Company's last annual general meeting held on 27 July 2023.
The Company will not be able to satisfy its obligations in full
under the Fundraising by the issue and admission to the Official
List (standard listing segment) of the London Stock Exchange's main
market for listed securities (" Official List ") of all the New
Ordinary Shares pursuant to the Fundraising without producing of an
FCA approved prospectus. The Company is proposing to issue and
admit 20,666,667 Placing Shares (available under the Company's
existing headroom under the UK Prospectus Regulation as at the date
of this announcement) on or around 4 January 2024
("Admission").
On the same date, Victor Bolduev, a Director and shareholder of
the Company, will transfer 10,750,000 Existing Shares held by him
to settle the Fundraising in a timely manner, and certain
individuals shall conditionally subscribe for 51,916,667 New
Ordinary Shares . Further detail in respect of the agreements being
entered into between (among others) the Company and Mr Bolduev is
set out below.
Share Purchase and Subscription Agreements
Mr Bolduev will transfer 10,750,000 Existing Shares pursuant to
the terms of a Share Purchase Agreement to be entered into between
Mr Bolduev and the transferees.
In addition, an aggregate of 51,916,667 New Ordinary Shares will
be issued to subscribers (which includes certain Directors of the
Company or their connected persons) ("Subscribers") pursuant to a
Subscription Agreement between the Company and the Subscribers as
soon as reasonably practicable subject to compliance by the Company
with the Companies Act 2006, UK Prospectus Regulation, the Listing
Rules and the Company's dealing policy. The Company undertakes to
make the necessary listing and admission hearing applications to
have those New Ordinary Shares admitted to trading at the
appropriate time.
The Company is undertaking a material related party transaction
with Victor Bolduev and his associates for the purpose of rule 7.3
of the FCA's Disclosure Guidance and Transparency Rules. Mr Bolduev
is a Director of the Company. Pursuant to the Subscription
Agreement, Mr Bolduev and his associates will pay to the Company
cash consideration (as defined in section 583 of the Companies Act
2006) of GBP153,175. Mr Bolduev and his associates will be issued,
in aggregate and subject to various conditions as set out in the
paragraph above, 25,529,117 Ordinary Shares at the Placing Price.
This material related party transaction has been approved by the
board of Directors of the Company. Mr Bolduev did not take part in
the board of Directors' consideration of the transaction with him
and his associates and he did not vote on the relevant board
decision.
On Admission, the Concert Party (as referred to in the Company's
prospectus published on 21 December 2021) shall hold Ordinary
Shares carrying 50.81 per cent. of the voting rights of the
Company.
S
For further information, visit www.graftpolymer.com , follow on
Twitter @PolymerLtd or contact:
Graft Polymer (UK) Plc
Roby Zomer, Non-Executive Chairman Via Flagstaff
Yifat Steuer, CFO and Executive Director
CMC Markets
Douglas Crippen Tel 02030038632
Flagstaff Strategic and Investor Communications Tel + 44 (0) 207
129 1474
Tim Thompson graftpolymer@flagstaffcomms.com
Mark Edwards
Alison Allfrey
Anna Probert
Placing Agreement and issue of warrants
The Company and CMC have entered into a Placing Agreement
pursuant to which CMC has agreed, subject to certain conditions, to
use its reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price. The Company has given
warranties and undertakings to CMC in relation to, inter alia, its
business and the performance of its duties. In addition, the
Company has agreed to indemnify CMC in relation to certain
liabilities that they may incur in undertaking the Placing. CMC has
the right to terminate the Placing Agreement in certain
circumstances prior to Admission (as defined below) and, in
particular, in the event that there has been, inter alia, a
material breach of any of the warranties. No part of the Placing is
being underwritten.
Under the terms of the Placing Agreement, CMC will receive a
commission relating to the Placing Shares and warrants to subscribe
for 1,500,000 New Ordinary Shares ("Broker Warrants"). The Broker
Warrants are exercisable at 0.6p for a period of two years from the
date of Admission (as defined below). The Broker Warrants will not
be admitted to trading on the LSE or any other stock exchange. The
issue of New Ordinary Shares upon exercise of the Placing Warrants
and the Broker Warrants will be conditional on compliance with all
applicable laws and regulations, including the UK Prospectus
Regulation.
Total voting rights
On Admission, the Company will have 124,763,966 ordinary shares
of 0.1p each in issue, each with one voting right. There are no
shares held in treasury. Therefore, the Company's total number of
ordinary shares in issue and voting rights will be 124,763,966 and
this figure may be used by shareholders from Admission 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 Company under the FCA's Disclosure Guidance and
Transparency Rules.
About Graft Polymer
Graft Polymer is a London Stock Exchange listed company (GPL)
with a cutting-edge research and development (R&D) and
manufacturing facility based in Slovenia which has already
introduced more than 50 products to the market. The core business
of the Group comprises polymer modification and drug delivery
system developments. The Group has developed a proprietary set of
polymer modification technologies, including using recycled raw
materials and a closed loop system to reduce waste. Graft Polymer's
technology can improve existing products and processing
methodologies by enhancing performance, simplifying manufacturing,
reducing material consumption, widening the choice of feedstocks,
and reducing costs.
Graft Polymer has three divisions: the first division focusses
on polymer modification; the second is GraftBio which develops IP
for Bio/Pharma applications (including a drug delivery system to
support and provide solutions to the market, which had been heavily
impacted by the COVID-19 pandemic); and the third is the Group's
food supplement division. A significant milestone was reached in
May 2022 when the Slovenian manufacturing facility was granted a
Hazard Analysis and Critical Control Point (HACCP) Certificate. The
HACCP Certificate allows it to enter the lucrative
Business-to-Consumer market and commercialise its IP for bio/pharma
applications, developing active pharmaceutical ingredients and drug
delivery platforms for use in the food supplement market, thereby
introducing a further revenue stream to its business.
ESG is at the forefront of the Group's strategy and the facility
in Slovenia has been granted ISO 14001 accreditation in recognition
of the environmental management systems in place to reduce waste.
Graft Polymer only uses REACH and ROHS certificated raw materials
instead of toxic raw materials, and its extensive R&D programme
has also developed specialised recycling polymer additives which
increases the strength of recycled blends and plastic products
whilst also reducing plastic waste by between 40 and 50 per
cent.
Forward Looking Statements
This announcement includes 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",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
announcement and include statements regarding the Directors'
beliefs or current expectations. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances. Investors should not place undue
reliance on forward-looking statements, which speak only as of the
date of this announcement.
Notice to overseas persons
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa,
Russia or any jurisdiction into which the publication or
distribution would be unlawful. This announcement is for
information purposes only and does not constitute an offer to sell
or issue or the solicitation of an offer to buy or acquire shares
in the capital of the Company in Australia, Canada, Japan, New
Zealand, the Republic of South Africa, Russia or any jurisdiction
in which such offer or solicitation would be unlawful or require
preparation of any prospectus or other offer documentation or would
be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction.
Persons into whose possession this announcement comes are required
by the Company to inform themselves about, and to observe, such
restrictions.
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 U.S. Securities Act of 1933, as
amended, 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.
ENDS
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END
IOEEANAFAEKDFFA
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