TIDMGTC
RNS Number : 0363S
GETECH Group plc
12 March 2021
12 March 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU 596/2014) PURSUANT TO THE MARKET
ABUSE (AMMENT) (EU EXIT) REGULATIONS 2018 ("MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH
PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
Getech Group PLC
("Getech" or the "Company")
Conditional Placing and Subscription to Raise GBP6.0 million
Open Offer to raise up to an additional GBP0.25 million
and
Notice of General Meeting
Getech, a provider of data, knowledge and software products to
the energy industry, is pleased to announce that it has completed a
conditional Placing and Subscription to raise approximately GBP6.0
million (before expenses) by way of the issue of 27,272,728 Placing
and Subscription Shares in two tranches at an Issue Price of 22
pence per new Ordinary Share.
In addition to the Placing and Subscription, the Company is
launching an Open Offer to allow all Qualifying Shareholders to
subscribe for new Ordinary Shares at the Issue Price and to raise
up to approximately GBP0.25 million (before expenses) on the basis
of 1 new Ordinary Share for every 33 Existing Ordinary Shares held
on the Record Date of 10 March 2021.
Highlights
-- Placing and Subscription with new and existing institutional
investors to raise GBP6.0 million (before expenses) to facilitate
diversified growth in areas important to the delivery of a global
Energy Transition.
-- Open Offer to Qualifying Shareholders to raise up to GBP0.25 million (before expenses).
-- The Issue Price of 22 pence represents a 12% discount to the
closing mid-market price on AIM of 25 pence per Ordinary Share on
11 March 2021, being the last dealing day prior to the date of this
announcement.
-- The net proceeds of the Placing and Subscription and Open
Offer will be used by the Company to:
- invest in its core products and services to enable it to add
value to a range of commercial applications in the hydrogen, mining
and geothermal sectors;
- develop established partnerships that can add new content to
existing products, and new customer solutions that are in
development;
- take advantage of opportunities to leverage its offering
through asset exposure, particularly in hydrogen; and
- strengthen the Company's balance sheet in order to allow it to
maintain its baseline of investment in its petroleum products and
services and undertake a broad and tax-efficient programme of
R&D innovation to identify and target additional areas of
opportunity in the Energy Transition.
-- The Company has, on 11 March 2021, exercised its option to
acquire the entire issued share capital of H2 Green, with such
acquisition conditional only on the approval of the Resolution by
Shareholders at the General Meeting and the Placing Agreement not
being terminated prior to that date.
-- Senior management participation and ongoing alignment
demonstrated through the participation of Jonathan Copus, CEO of
Getech, in the Subscription and an amendment to the terms of the H2
Green Option prior to exercise increasing the equity component of
consideration payable to the CEO and COO of H2 Green by GBP40,000,
reflecting their commitment to Getech.
The Placing and Subscription and Open Offer are conditional,
inter alia, upon the approval of the Resolution by Shareholders at
the General Meeting which is scheduled to be held at 11.00 a.m. on
30 March 2021 at the offices of the Company, at Kitson House,
Elmete Hall, Elmete Lane, Leeds LS8 2LU.
A Circular containing the Notice of Meeting to approve a
resolution authorising the allotment of up to 28,411,019 new
Ordinary Shares (being the maximum required for the purposes of the
Placing and Subscription Shares and the Open Offer Shares) and for
such shares to be allotted on a non-pre-emptive basis is expected
to be published by the Company and sent to Shareholders later
today, together with, in the case of Qualifying Shareholders, the
Application Form. In accordance with the Stay at Home Order
relating to the containment and control of COVID-19, Shareholders
will not be able to attend the General Meeting in person. The
Circular contains details as to how Shareholders may raise
questions in advance of the General Meeting and vote on the
Resolution by proxy. Forms of proxy for use at the General Meeting
are not being posted with the Circular. Instead, instructions are
set out in the Notice of Meeting to enable Shareholders to register
to vote electronically. Shareholders may request a paper form of
proxy from the Registrar, Link Group if they do not have access to
the Internet.
A copy of the Circular will be available on the Company's
website at www.getech.com. The attention of Shareholders is drawn
to the letter from the Chairman of the Company that is set out in
the Circular and which contains, amongst other things, the
Directors' unanimous recommendation that Shareholders vote in
favour of the Resolution to be proposed at the General Meeting.
Further details of the Placing and Subscription and the Open
Offer, together with the expected timetable, are set out in the
extract from the Circular below.
Jonathan Copus, CEO of Getech Group Plc, commented:
"We are delighted by the support we have received from new and
existing shareholders. The combination of a Placing and
Subscription with institutional and other investors alongside an
Open Offer both broadens our shareholder base while allowing all
shareholders the opportunity to participate. We look forward to
utilising the net proceeds to execute multiple growth
opportunities, which we have identified through a methodical and
balanced programme of business development.
These growth opportunities, with particular focus on the
hydrogen, mining and geothermal sectors, reflect the changing shape
of the global primary energy mix. This Energy Transition is
occurring at an accelerated pace, which places Getech's customers
in a new commercial landscape - one that is underlain by a web of
complex location-based decision making. Getech's products and
services can add significant value to this landscape and we are
excited by the commercial opportunity that lies ahead of us."
Getech Group plc
Jonathan Copus, Chief Executive Tel: 0113 322 2200
Cenkos Securities plc
Neil McDonald / Pete Lynch (Corporate Finance) Tel: 0207 397 8900
Michael Johnson / Julian Morse (Sales)
Camarco
Georgia Edmonds / James Crothers / Ollie Head Tel: 020 3781
8331
Notes to editors:
Getech (AIM: GTC) has a well-established position within the
global energy market, assisting clients with its unique combination
of products and services, that utilise the Group's sub-surface
skills and geospatial design and implementation capabilities
alongside a deep knowledge and understanding of how to deploy
data.
The Company is leveraging its strong market position, utilising
its existing expertise, and targeting additional commercial
opportunities, to de-risk and accelerate the global transition to
renewable sources of energy while strengthening its existing and
well-established business.
Getech is listed on the AIM market of the London Stock Exchange.
For further information, please visit www.getech.com
1. INTRODUCTION
The Company announces a conditional placing and subscription to
raise approximately GBP6.0 million (before expenses) by way of the
issue of 27,272,728 Placing and Subscription Shares in two tranches
at the Issue Price.
In addition to the Placing and Subscription, in order to provide
Shareholders with an opportunity to participate in the proposed
issue of new Ordinary Shares, the Company is providing all
Qualifying Shareholders the opportunity to subscribe at the Issue
Price, payable in full on acceptance, for an aggregate of 1,138,291
Open Offer Shares, to raise up to approximately GBP0.25 million
before expenses, on the basis of 1 new Ordinary Share for every 33
Existing Ordinary Shares held on the Record Date.
The Placing and Subscription and Open Offer are conditional,
inter alia, upon the Shareholders passing the Resolution to be
proposed at the General Meeting. Accordingly, the Circular will
include notice of the General Meeting which will be held at 11.00
a.m. on 30 March 2021 at the offices of the Company, at Kitson
House, Elmete Hall, Elmete Lane, Leeds LS8 2LU.
The purpose of this announcement is, amongst other things, to
explain the background to and reasons for the Placing and
Subscription and Open Offer and to explain why the Board believes
that they will promote the growth and success of the Company for
the benefit of the Shareholders as a whole, and to seek Shareholder
approval to the passing of the Resolution at the General
Meeting.
The Circular also contains the Directors' recommendation that
Shareholders vote in favour of the Resolution. Notice of the
General Meeting at which the Resolution will be proposed, is set
out at the end of the Circular.
2. BACKGROUND TO AND REASONS FOR THE PLACING AND SUBSCRIPTION AND OPEN OFFER
Introduction
The global primary energy mix is changing and the pace of this
change is accelerating. This Energy Transition places Getech's
customers into a new commercial landscape, one that is underlain by
a web of complex location-based decision making. As a result, new
growth opportunities are emerging for Getech to deploy its skills
and technologies with both existing and new customers.
The Board believes that Getech's approach to the Energy
Transition is methodical and balanced. The Group has identified the
hydrogen, mining, and geothermal sectors, in particular, as having
material growth potential where Getech can unlock value. With a
well-defined growth plan in each focus sector, Getech is now
working to deliver a step change in its diversification, funded by
the Placing and Subscription and Open Offer.
The Getech Group
Getech provides products and services that commercialise its
expertise in the development, application and deployment of the
earth sciences and geospatial technology.
To date, the Group has principally used these skills to build
and sell data, software, and analytical products to petroleum
market customers. These are used by a blue-chip list of global
customers to locate and improve the management of their energy and
natural resource assets.
Through these activities, Getech grew its annually-recurring
revenue by 53 per cent. between 2017 and 2019. In the same period,
the conversion of annual contracts into multi-year contracts
expanded Getech's orderbook by 197 per cent. When combined with a
strong culture of cost management which saw total costs lowered by
42 per cent. between 2016 and 2019, this has enhanced
profitability, and Getech built net cash each year between 2016 and
2019.
From the foundation of increasing net cash in the three years
prior to 2020 Getech has provided downside protection. In 2020,
despite volatility in Getech's projects and data business lines,
the Group's orderbook, annually recurring revenue and customer
relationships have all proved robust. Getech retains a strong
balance sheet, which is further strengthened by the asset value of
Kitson House in Leeds.
Throughout 2020 Getech has remained focussed on its strategy to
grow and diversify its commercial activities and this has
accelerated a number of partnerships and opportunities, which
Getech now looks to support with new funding.
Strategy for diversified growth in focus areas
Getech's products and services can already add value to a range
of commercial applications in the hydrogen, mining and geothermal
sectors. To maximise impact, these products and services require
investment to tailor them to new markets. Getech also intends to
recruit key domain experts to strengthen business development and
extend the Group's sales reach.
Getech has established partnerships that can add new content to
existing products, and new customer solutions are in development.
Through this work, Getech has also identified opportunities to
leverage its offering through asset exposure.
Getech intends to deploy the net proceeds of the Placing and
Subscription and Open Offer to address the opportunities outlined
below.
(a) Hydrogen
Getech's skills and technologies map closely to the hydrogen
economy and a number of the Group's petroleum customers are making
significant hydrogen investments. Geoscience knowledge is essential
to both carbon capture and the geological seasonal storage of
hydrogen. Business opportunities also exist in the spatial
establishment of the infrastructure and value chains that are
needed to deliver the hydrogen economy.
As announced recently, Getech has entered into an exclusive
strategic partnership with H2 Green, which is focused on
establishing a national network of large-scale hydrogen production,
storage, and retail facilities.
Getech is leveraging its expertise through the application of
complex geospatial analytics to help H2 Green locate and build this
hydrogen network. The partnership's goals are to provide commercial
transport consumers with supply confidence at lower production
cost, whilst also establishing a national strategic hydrogen
reserve. The parties are also collaborating on various new product
ideas and optimisation services with the aim of helping customers
commence their transition to net zero.
The Company has the benefit of an exclusive option to acquire H2
Green for a total consideration of up to GBP1 million. Getech has
now exercised the H2 Green Option pursuant to the terms of a call
option notice dated 11 March 2021 and will, conditional only on the
approval of the Resolution by Shareholders at the General Meeting
and the Placing Agreement not being terminated prior to that date,
acquire the entire issued share capital of H2 Green prior to First
Admission. Completion of the acquisition of H2 Green will trigger
the payment of the first two instalments of the consideration
payable to the H2 Green Shareholders under the H2 Green Option,
totalling GBP250,000. Of this amount, GBP196,250 (78.5 per cent.)
will be satisfied through the issue of the Consideration Shares at
the Issue Price with the remaining GBP53,750 paid in cash. This
represents a GBP40,000 reduction in the cash component, and a
GBP40,000 increase in the equity component of the consideration
provided for under the original terms of the H2 Green Option. The
increased equity weighting has been requested by the H2 Green
Shareholders and reflects their commitment to Getech. The remaining
payment terms are structured around commercial and financial
performance milestones and a material equity component will further
align the H2 Green Shareholders with Getech shareholders.
Getech and H2 Green's work has advanced significantly with the
signature of a Memorandum of Understanding ("MoU") between H2 Green
and SGN Commercial Services ("SGN"), which is a part of the SGN
Group, one of the UK's largest gas network operators.
The MoU is focused on the regeneration and redevelopment of
SGN's extensive land portfolio to create green hydrogen hubs to
facilitate hydrogen generation, storage and retail for commercial
transport customers (e.g buses, HGVs, trains). An initial focus
list of 30 potential hydrogen hub asset locations has been agreed,
and in a UK first, the parties are exploring the feasibility for
green hydrogen, which would be produced on site, to be stored in
redundant gas holders. The agreement also provides SGN and
Getech/H2 Green a scalable exposure to a high-value network
opportunity in an exciting growth market.
H2 Green's strategy is structured around the creating of a
holding company with multiple underlying site-specific operating
companies in respect of each hub. Capital investment would be
raised at the operating company level, potentially from different
sources, with H2 Green retaining a carried interest in that
operating entity. This model scales rapidly through the planned
establishment of a regional network of hydrogen hubs, which could
be further built out both nationally and internationally. Following
the Company's exercise of the H2 Green Option, as described above,
the increased funding available through the Placing and
Subscription and Open Offer will allow Getech to progress hub
locations to the point of asset-level investment and construction,
whilst also maximising the Group's exposure to this significant
opportunity.
Getech's proposed acquisition of H2 Green demonstrates Getech's
adaptability and the ambition, scope and materiality of the Group's
zero-carbon business development activities. Scoping economics
indicate that each hydrogen hub has the potential to generate
multi-million-pound annual EBITDA.
This partnership with H2 Green provides Getech shareholders with
a potential path to capturing transformative asset value and
provides a platform from which Getech plans to build out into
related areas of the hydrogen economy.
(b) Mining
The technologies and infrastructure required to deliver a low
carbon future rely heavily on metals and minerals. Meeting this
demand is a significant challenge for the metals and mining
industries.
Getech already counts a number of mining customers in its client
base and these currently account for c.7 per cent. of Group
revenue. These customers use Getech's gravity and magnetic data and
its geoscience and geospatial technology services to help identify,
predict, and rank potential sites for new deposits.
Getech's intention is to expand its footprint in this market,
targeting a multi-million pound revenue opportunity. Key to
delivering this is to align Getech's 'Globe' product to the needs
of mineral explorers.
Globe already comprises many essential components that assist in
targeting giant mineral deposits, but its software interface and
workflows are designed for petroleum customers. However, in the
last 18 months Globe has been adopted by a global minerals major
and presentation of their work has driven sales interest from other
mining companies.
To capture this commercial potential requires investment to
enhance Globe's value offering to mining customers. This will
include: a focus on deeper Earth processes, the extension of
Globe's plate model further back in time, the update of Globe's
palaeoenvironment data and an expansion of Globe's validation to
include mineral occurrences and related key data.
To capture the full value of this work Getech intends to build
its team - adding domain expertise and extending the Group's sales
network - and has established commercial partnerships with
companies which provide access to fresh, exciting and valuable
content.
The work required to position Globe as an essential tool for
mining will also in part bring value to existing petroleum
customers and so the Group expects this investment to both expand
Getech's reach into mining and strengthen its offering to Globe's
current customers.
(c) Geothermal
Heat from the Earth's interior can be harvested to provide a
stable and predictable source of baseload energy. This is an
advantage over key sources of renewable energy, such as wind and
solar, which are variable in nature. With the petroleum majors
poised to make their biggest geothermal investments in 30 years,
Getech is well positioned to catch this rising wave of
investment.
Getech already has products that add value to geothermal
companies - its gravity and magnetic data are an essential tool for
imaging and modelling the structure of the Earth's crust, and
Getech has already developed global heat maps for its petroleum
customers. These products combine with Getech's geoscience and
geospatial services to provide valuable prospecting tools for
geothermal exploration.
By integrating these products and services Getech is developing
a new customer 'solution' that is branded Heat Seeker. This is
positioned as a complete solution for global geothermal
prospectivity analysis and site selection. Getech intends to invest
further in the development and promotion of this solution, and to
accelerate its commercialisation through the recruitment of domain
experts.
Through these activities, Getech targets a multi-million-pound
market opportunity - targeting data sales and recurring
license-based revenue. Getech is also exploring the potential to
enhance the returns that it can generate, by capturing asset
exposures - a commercial model similar in nature to H2 Green.
(d) Balance sheet strengthening
In 2020, Getech has managed its exposure to the COVID-19
business environment by striking a balance between capital
preservation, preserving the capacity to deliver Getech's orderbook
and delivery across a broad front of business development. However,
the Group's net cash position has eroded, and a component of the
net proceeds of the Placing and Subscription and Open Offer will be
used to strengthen this.
From this position, Getech's intention is to maintain its
baseline of investment in its petroleum products and services and
undertake a broad and tax-efficient programme of R&D innovation
to identify and target additional areas of opportunity in the
Energy Transition.
3. CURRENT TRADING
Operational update
2020 was dominated by the COVID-19 pandemic. For Getech this
changed our working practices and led to significant reductions to
customer budgets. It was also Getech's busiest year yet in terms of
product releases and service enhancements. These projects were
delivered on time and to cost.
Getech has maintained a full programme of business development -
focused on the Group's strategy to leverage its skills and
technologies in support of the Energy Transition. This work has
identified the hydrogen, mining, and geothermal sectors as having
material growth potential, where Getech can unlock value for both
existing and new customers.
Revenue and forward sales
In 2020, petroleum companies cut their total spending by c.35
per cent., creating an unprecedented and challenging trading
environment. Despite this, Getech won new customers and extended
licence agreements and service contracts. As a result, Getech's
orderbook, annually recurring revenue and customer relationships
all proved robust. In contrast, revenue from short duration
projects and associated sales of data was impacted as customers
reduced their spend on these items.
Based on unaudited management accounts, revenue for the 12
months to 31 December 2020 is expected to total c.GBP3.6m (2019:
GBP6.1m). In the period, Getech closed additional sales that
convert to revenue after 31 December 2020. These replenished the
Group orderbook, which at 31 December 2020 is expected to total
GBP2.7 million (GBP2.9 million 30 June 2020; GBP3.1 million 31
December 2019).
A significant portion of this orderbook is built from recurring
contracts. At 31 December 2020 Getech's Annualised Recurring
Revenue is expected to total GBP2.1 million (GBP2.2 million 30 June
2020; GBP2.3 million 31 December 2019).
Costs, EBITDA and Getech cash cycle
With the duration of the pandemic unknown, Getech took steps in
April to lower monthly costs by c.26 per cent. (from 1 May).
Adjusted for GBP0.1 million of restructuring costs, and GBP0.1
million of H2 Green business development costs, Getech's cost base
is expected to total c.GBP5.1 million(1) (2019: GBP6.4m).
The Group anticipates a small drop in Gross Margins for the year
(2019: 58 per cent.) and a small adjusted EBITDA loss (2019: GBP0.9
million profit, adjusted for exceptional items).
At the end of H1 2020 Getech's cash balance was GBP2.8m. Across
H2 2020, this balance was largely protected by the cost actions
detailed above. This however is obscured by short-term year-end
'Covid' delays to receivables and customer requests to defer
invoicing to early 2021. Inclusive of late cash receipts of GBP0.2m
and deferment requests of GBP0.3m, the Group cash balance moved to
GBP2.2m at the year end. These transient year-end effects to the
timing of cash flows were largely resolved in January 2021.
(1) Excluding restructuring costs and H2 Green business
development costs.
Outlook
COVID-19 remains a source of business uncertainty but the
potential for vaccines to ease lockdowns has driven a significant
recovery in energy prices, with Brent crude rising to c.US$69/bbl
on 5 March 2021, a threefold increase from its April 2020 low. With
customer confidence fragile, we remain focused on building our
orderbook, managing costs and delivering diversification.
At 31 December 2020 several significant license renewals and
tender/service discussions were at an advanced stage of
negotiation. Getech is focused on successfully concluding these
discussions, which would build orderbook and/or expand recurring
revenue. Getech is also exploring innovative new ways to
commercialise its data - the aim being to increase the
predictability of data sales.
In January, the announcement of Getech's hydrogen partnership
with H2 Green marked a significant step in the Group's
diversification work. The exercise of the H2 Green Option, as
described in paragraph 2(a) above, demonstrate the ambition, scope
and materiality of Getech's business development activities.
In line with these initiatives, Getech has recently appointed
Richard Bennett as Chairman Designate. Richard brings extensive
listed company experience, with a strong track-record growing
technology and clean energy companies. This is the first step in a
process to align Getech's Non-Executive expertise with the
Company's strategy of leveraging our skills and technologies to
support the Energy Transition.
4. DETAILS OF THE PLACING AND SUBSCRIPTION AND THE PLACING AGREEMENT
Under the Placing and Subscription, the Company has
conditionally raised approximately GBP6.0 million (before expenses)
through a placing of 27,272,728 new Ordinary Shares at the Issue
Price with institutional and other investors, including 45,000 new
Ordinary Shares conditionally subscribed for by Jonathan Copus
pursuant to the Subscription. The Company has entered into a
Placing Agreement with Cenkos under which Cenkos has agreed to use
its reasonable endeavours to procure Placees for the First Placing
Shares and Second Placing Shares at the Issue Price. The Placing
and Subscription has not been underwritten.
The Placing and Subscription Shares will represent approximately
41 per cent. of the Enlarged Issued Share Capital following Second
Admission. The Issue Price represents a discount of approximately
12 per cent. to the closing mid-market price on AIM of 25 pence per
Ordinary Share on 11 March 2021, being the last dealing day prior
to the date of this announcement.
The Placing and Subscription is being conducted in two tranches
and will be subject to the approval of Shareholders to allot the
Placing and Subscription Shares and to disapply pre-emption rights
in respect of such allotment at the General Meeting.
The first tranche of the Placing and Subscription will raise
approximately GBP3.95 million (before expenses) by the issue of
17,943,952 new Ordinary Shares (being the First Placing Shares) at
the Issue Price. The First Placing is conditional upon, inter alia,
First Admission becoming effective at 8.00 a.m. on 31 March 2021
(or such later date as the Company and Cenkos may agree, being not
later than 8.00 a.m. on 30 April 2021). The First Placing is not
conditional on completion of the Second Placing or the Subscription
occurring so there is a possibility that the First Placing may
complete and the First Placing Shares are issued but that the
Second Placing and the Subscription do not complete.
The second tranche of the Placing and Subscription will raise
approximately GBP2.05 million (before expenses) by the issue of
9,283,776 new Ordinary Shares (being the Second Placing Shares) and
45,000 new Ordinary Shares (being the Subscription Shares) at the
Issue Price. The Second Placing and the Subscription are
conditional upon, inter alia, First Admission becoming effective.
In addition, the Second Placing and the Subscription are
conditional, inter alia, on Second Admission becoming effective at
8.00 a.m. on 1 April 2021 (or such later date as the Company and
Cenkos may agree, being not later than 8.00 a.m. on 30 April
2021).
Pursuant to the Subscription, Jonathan Copus, Getech's Chief
Executive Officer, has conditionally agreed to subscribe for 45,000
Subscription Shares at the Issue Price. Following the Subscription,
Jonathan Copus will hold 45,000 Ordinary Shares representing 0.07
per cent. of the Enlarged Issued Share Capital. In addition,
Jonathan Copus holds 1,400,000 options over new Ordinary Shares
exercisable at 24.5 pence per share and 350,000 options over new
Ordinary Shares exercisable at 35 pence per share.
The Placing Agreement contains, inter alia, customary
undertakings and warranties given by the Company in favour of
Cenkos as to the accuracy of information contained in the Circular
and other matters relating to the Company. Cenkos may terminate the
Placing Agreement in specified circumstances prior to Admission,
including, inter alia, for material breach of the Placing Agreement
by the Company or of any of the warranties contained in it and in
the event of a force majeure event occurring.
The Placing and Subscription Shares will be issued credited as
fully paid and will rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive dividends
and other distributions declared on or after the date on which they
are issued.
It is expected that CREST accounts will be credited on the
relevant day of Admission and that share certificates (where
applicable) will be dispatched within 10 Business Days of each
Admission.
Application will be made to the London Stock Exchange for the
Placing and Subscription Shares to be admitted to trading on AIM.
It is anticipated that First Admission will become effective and
that dealings in the First Placing Shares will commence at 8.00
a.m. on 31 March 2021 and that Second Admission will become
effective and dealings in the Second Placing Shares, the
Subscription Shares and the Open Offer Shares will commence at 8.00
a.m. on 1 April 2021.
5. DETAILS OF THE OPEN OFFER
The Company is proposing to raise up to approximately GBP0.25
million before expenses under the Open Offer. Up to 1,138,291 new
Ordinary Shares are available to Qualifying Shareholders pursuant
to the Open Offer at the Issue Price, payable in full on
acceptance. Any Offer Shares not subscribed for by Qualifying
Shareholders will be available to Qualifying Shareholders under the
Excess Application Facility. Qualifying Shareholders may apply for
Open Offer Shares under the Open Offer at the Issue Price on the
following basis:
1 Offer Share for every 33 Existing Ordinary Shares
and so in proportion for any number of Existing Ordinary Shares
held on the Record Date.
Entitlements of Qualifying Shareholders will be rounded down to
the nearest whole number of Open Offer Shares. Fractional
entitlements which would otherwise arise will not be issued to the
Qualifying Shareholders but will be made available under the Excess
Application Facility. The Excess Application Facility enables
Qualifying Shareholders to apply for Excess Shares in excess of
their Open Offer Entitlement.
Not all Shareholders will be Qualifying Shareholders.
Shareholders who are located in, or are citizens of, or have a
registered office in certain Restricted Jurisdictions will not
qualify to participate in the Open Offer.
Application has been made for the Open Offer Entitlements to be
admitted to CREST. It is expected that such Open Offer Entitlements
will be credited to CREST on 16 March 2021. The Open Offer
Entitlements will be enabled for settlement in CREST until 11.00
a.m. on 29 March 2021. Applications through the CREST system may
only be made by the Qualifying CREST Shareholder originally
entitled or by a person entitled by virtue of bona fide market
claims. Payment for the Open Offer Shares must be made in full on
application. The latest time and date for receipt of completed
Application Forms or CREST applications and payment in respect of
the Open Offer is 11.00 a.m. on 29 March 2021.
The Open Offer is conditional on the following:
a. the Resolution being passed at the General Meeting;
b. the Placing Agreement not being terminated prior to Second
Admission and becoming unconditional in all respects; and
c. Admission of the Open Offer Shares becoming effective on or
before 8.00 a.m. on 1 April 2021 (or such later date as the Company
and Cenkos may agree, being not later than 30 April 2021).
Accordingly, if the Placing Agreement conditions are not
satisfied or waived (where capable of waiver), the Open Offer will
not proceed and the Open Offer Shares will not be issued and all
monies received by Link Group will be returned to the applicants
(at the applicants' risk and without interest) as soon as possible
thereafter. Any Open Offer Entitlements admitted to CREST will
thereafter be disabled.
Application will be made for the Open Offer Shares to be
admitted to trading on AIM. It is expected that dealings in the
Open Offer Shares will commence on AIM at 8.00 a.m. on 1 April
2021.
6. GENERAL MEETING AND THE RESOLUTION
Set out at the end of the Circular is the notice convening a
General Meeting of the Company to be held at 11.00 a.m. on 30 March
2021 at the offices of the Company, at Kitson House, Elmete Hall,
Elmete Lane, Leeds LS8 2LU at which the Resolution will be put to
the Company's Shareholders. The Resolution to be proposed at the
General Meeting seeks authority in accordance with section 551 of
the Act for the Directors to allot up to 28,411,019 new Ordinary
Shares (being the maximum required for the purposes of issuing the
Placing and Subscription Shares and the Open Offer Shares) and for
such shares to be allotted on a non-pre-emptive basis to Placees
and to Shareholders who validly accept the Open Offer. The
Resolution does not replace the Directors' existing authorities to
allot equity securities or to allot Ordinary shares for cash on a
non pre-emptive basis which were passed at the Company's annual
general meeting in July 2020, which will remain in force until the
2021 annual general meeting (or, if earlier, 23 October 2021).
7. ACTION TO BE TAKEN BY SHAREHOLDERS
In accordance with the Stay at Home Order relating to the
containment and control of COVID-19, Shareholders will not be able
to attend the General Meeting in person. The Board will be
implementing the following measures in respect of the General
Meeting:
-- we expect only two Shareholders nominated by the Board to
attend the General Meeting in person in order to satisfy the quorum
requirements set out in the Articles to conduct the business of the
meeting;
-- no other Directors will be present in person;
-- other Shareholders will not be permitted to attend the
General meeting and, if they attempt to do so, will be refused
entry to the meeting in line with the Stay at Home Order;
-- voting at the General Meeting will be carried out by way of a
poll so that votes cast in advance appointing the chairman of the
meeting as Shareholders' proxy can be taken into account.
Shareholders who cannot attend are urged to appoint the chairman of
the General Meeting as their proxy for this purpose;
-- relevant questions related to the General Meeting from
Shareholders can be raised in advance of the General Meeting and,
in so far as is relevant to the business of the meeting, will be
responded to by email and taken into account as appropriate at the
General Meeting itself; and
-- as usual, the results of the General Meeting will be
announced as soon as practicable after it has taken place.
Shareholders will not receive a form of proxy for the General
Meeting unless requested from the Registrar, Link Group. Instead
you will find instructions in the "Notes" to the Notice of Meeting
to enable you to vote electronically and how to register to do so.
To register, you will need your Investor Code, which can be found
on your share certificate.
Proxy votes should be submitted as early as possible and in any
event by no later than 11.00 a.m. on 26 March 2021 (or, in the case
of an adjournment, no later than 48 hours, excluding non-Business
Days, before the time fixed for the holding of the adjourned
meeting).
The Company is actively following developments relating to
COVID-19 and will issue further information through a Regulatory
Information Service and/or on its website at www.getech.com if it
becomes necessary or appropriate to make any alternative
arrangements for the General Meeting.
Action to be taken in respect of the Open Offer
Qualifying Non-CREST Shareholders
If you are a Qualifying Non-CREST Shareholder you will have
received an Application Form which gives details of your maximum
entitlement under the Open Offer (as shown by the number of Open
Offer Entitlements allocated to you). If you wish to apply for Open
Offer Shares under the Open Offer (whether in respect of your Open
Offer Entitlement or both your Open Offer Entitlement and any
entitlement under the Excess Application Facility), you should
complete the accompanying Application Form in accordance with the
procedure for application set out in paragraph 3 of Part 3 ("Terms
and conditions of the Open Offer") of the Circular and on the
Application Form itself.
Qualifying CREST Shareholders
If you are a Qualifying CREST Shareholder and do not hold any
Ordinary Shares in certificated form, no Application Form
accompanies the Circular and you will receive a credit to your
appropriate stock account in CREST in respect of the Open Offer
Entitlements representing your maximum entitlement under the Open
Offer except (subject to certain exceptions) if you are an Overseas
Shareholder who has a registered address in, or is a resident in or
a citizen of a Restricted Jurisdiction. Applications by Qualifying
CREST Shareholders for Excess Shares in excess of their Open Offer
Entitlements should be made in accordance with the procedures set
out in paragraph 3 of Part 3 of the Circular, unless you are an
Overseas Shareholder in which event, applications should be made in
accordance with the procedures set out in paragraph 7 of Part 3 of
the Circular.
8. RECOMMATION
The Directors unanimously believe that the Placing and
Subscription and the Open Offer are in the best interests of the
Company and its Shareholders and unanimously recommend Shareholders
to vote in favour of the Resolution as they intend to do in respect
of their own beneficial holdings in the Company.
PLACING AND SUBSCRIPTION AND OPEN OFFER STATISTICS
Number of Existing Ordinary Shares in issue
at the date of this announcement 37,563,615
Issue Price 22 pence
Number of First Placing Shares 17,943,952
Number of Second Placing Shares 9,283,776
Number of Subscription Shares 45,000
Total number of Placing and Subscription Shares 27,272,728
Gross Placing and Subscription proceeds Approximately GBP6.0
million
Basis of Open Offer 1 Open Offer Share
for every 33 Existing
Ordinary Shares
Maximum number of Open Offer Shares* 1,138,291
Maximum gross proceeds of Open Offer* Approximately GBP0.25
million
Estimated net proceeds of the Placing and Subscription Approximately GBP5.72
and Open Offer* million
Number of Consideration Shares 892,046
Issued share capital immediately following
First Admission 56,399,613
Enlarged Issued Share Capital immediately following
Second Admission* 66,866,680
Placing and Subscription Shares as a percentage 41 per cent.
of the Enlarged Issued Share Capital following
Second Admission*
New Shares as a percentage of the Enlarged 44 per cent.
Issued Share Capital following Second Admission*
Market capitalisation of the Company at Second GBP14.7 million
Admission at the Issue Price*
Ordinary Share ISIN GB00B0HZVP95
Basic Open Offer Entitlement ISIN GB00BMVMDK99
Excess CREST Open Offer Entitlement ISIN GB00BMVMDL07
* Assuming maximum number of Open Offer Shares are subscribed
for
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for the Open Offer 6.00 p.m. on 10 March 2021
Announcement of the Placing 12 March 2021
and Subscription and Open Offer
Posting of the Circular and, 12 March 2021
to Qualifying Non-CREST Shareholders,
the Application Form
Ex-entitlement Date for the 15 March 2021
Open Offer
Open Offer Entitlements and As soon as practical after 8.00
Excess CREST Open Offer Entitlements a.m. on 16 March 2021
credited to stock accounts of
Qualifying CREST Shareholders
in CREST
Latest recommended time and 4.30 p.m. on 23 March 2021
date for requesting withdrawal
of Open Offer Entitlements from
CREST
Latest time and date for depositing 3.00 p.m. on 24 March 2021
Open Offer Entitlements into
CREST
Latest time and date for splitting 3.00 p.m. on 25 March 2021
of Application Forms under the
Open Offer (to satisfy bona
fide market claims only)
Latest time and date for receipt 11.00 a.m. on 26 March 2021
of proxy voting instructions
for the General Meeting
Latest time and date for receipt 11.00 a.m. on 29 March 2021
of the completed Application
Form and appropriate payment
in respect of Open Offer Shares
or settlement of relevant CREST
instruction
General Meeting 11.00 a.m. 30 March 2021
Announcement of result of General 30 March 2021
Meeting and Placing and Subscription
and Open Offer
Completion of the acquisition 30 March 2021
by the Company of H2 Green
Admission and commencement of 8.00 a.m. on 31 March 2021
dealings of the First Placing
Shares on AIM
CREST accounts credited in respect 31 March 2021
of the First Placing Shares
(subject to First Admission)
Admission and commencement of 8.00 a.m. on 1 April 2021
dealings of the Second Placing
Shares, Subscription Shares
and Open Offer Shares on AIM
CREST accounts credited in respect 1 April 2021
of the Placing and Subscription
Shares and Open Offer Shares
Where applicable, expected date Within 10 Business Days of Second
for dispatch of definitive share Admission
certificates for Placing and
Subscription Shares and Open
Offer Shares in certificated
form
Note: All references to times in this timetable are to London
times and each of the times and dates are indicative only and may
be subject to change. Any such change will be notified by an
announcement on a Regulatory Information Service.
DEFINITIONS
In this announcement, the following expressions shall have the
following meanings, unless the context otherwise requires:
"Act" the Companies Act 2006 (as amended)
"Admission" in respect of the:
* Placing and Subscription Shares means First Admission
and/or Second Admission (as the context requires)
* Open Offer Shares means admission of the Open Offer
Shares to trading on AIM becoming effective in
accordance with the AIM Rules
* Consideration Shares means admission of the
Consideration Shares to trading on AIM becoming
effective in accordance with the AIM Rules
"AIM" the market of that name operated by the London
Stock Exchange
"AIM Rules" the AIM Rules for Companies as published and
amended from time to time by the London Stock
Exchange
"Application Form" the application form relating to the Open
Offer and enclosed with the Circular for use
by Qualifying Non-CREST Shareholders
"Articles" the articles of association of the Company
(as amended from time to time)
"Board" or "Directors" the directors of the Company whose names are
set out on page 5 of the Circular, or any
duly authorised committee thereof
"Business Day" any day on which banks in London are open
for business (excluding Saturdays, Sundays
and public holidays)
"Cenkos" Cenkos Securities plc, the Company's nominated
adviser and sole broker
"certificated" or where an Ordinary Share is not in uncertificated
"in certificated form" form (i.e. not in CREST)
"Circular" the Circular to Shareholders in connection
with the Placing and Subscription and Open
Offer dated on or around the date of this
announcement
"Company" or "Getech" Getech Group plc
"Consideration Shares" the 892,046 Ordinary Shares to be issued to
the H2 Green Shareholders in part consideration
of the transfer of the entire issued share
capital of H2 Green to the Company pursuant
to the H2 Green Option
"CREST" the relevant system for the paperless settlement
of trades and the holding of uncerti cated
securities operated by Euroclear in accordance
with the CREST Regulations
"CREST Manual" the CREST Manual referred to in agreements
entered into by Euroclear and available at
www.euroclear.com
"CREST member" a person who has been admitted to CREST as
a system-member (as defined in the CREST Regulations)
"CREST member account the identification code or number attached
ID" to a member account in CREST
"CREST participant" a person who is, in relation to CREST, a system-participant
(as defined in the CREST Regulations)
"CREST participant shall have the meaning given in the CREST
ID" Manual
"CREST payment" shall have the meaning given in the CREST
Manual
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) including any enactment
or subordinate legislation which amends or
supersedes those regulations and any applicable
rules made under those regulations or any
such enactment or subordinate legislation
for the time being in force
"CREST sponsor" a CREST participant admitted to CREST as a
CREST sponsor
"CREST sponsored member" a CREST member admitted to CREST as a CREST
sponsored member
"enabled for settlement" in relation to Open Offer Entitlements or
entitlements to Excess Shares, enabled for
the limited purpose of settlement of claim
transactions and unmatched stock event transactions
(each as described in the CREST Manual issued
by Euroclear)
"Enlarged Issued Share 66,866,680 Ordinary Shares, being the issued
Capital" ordinary share capital of the Company immediately
following Second Admission, assuming no exercise
of existing options or warrants over Ordinary
Shares and the take up of the Open Offer in
full
"Euroclear" Euroclear UK & Ireland Limited
"Excess Application the arrangement pursuant to which Qualifying
Facility" Shareholders may apply for additional Open
Offer Shares in excess of their Open Offer
Entitlement in accordance with the terms and
conditions of the Open Offer
"Excess CREST Open in respect of each Qualifying CREST Shareholder,
Offer Entitlement" their entitlement (in addition to their Open
Offer Entitlement) to apply for Open Offer
Shares pursuant to the Excess Application
Facility, which is conditional on them taking
up their Open Offer Entitlement in full
"Excess Shares" Ordinary Shares applied for by Qualifying
Shareholders under the Excess Application
Facility
"Ex-entitlement Date" the date on which the Existing Ordinary Shares
are marked "ex" for entitlement under the
Open Offer, being 15 March 2021
"Existing Ordinary the 37,563,615 Ordinary Shares in issue as
Shares" at the date of this announcement or (as the
context requires) any of such shares
"FCA" the Financial Conduct Authority of the United
Kingdom
"First Admission" admission of the First Placing Shares and
the Consideration Shares to trading on AIM
becoming effective in accordance with Rule
6 of the AIM Rules which is expected to take
place on 31 March 2021
"First Placing" the placing by Cenkos on behalf of the Company
of the First Placing Shares at the Issue Price
pursuant to the terms of the Placing Agreement
"First Placing Shares" the 17,943,952 new Ordinary Shares which have
been conditionally placed by Cenkos with Placees
pursuant to the First Placing
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"General Meeting" the general meeting of the Company convened
for 11.00 a.m. on 30 March 2021 at Kitson
House, Elmete Hall, Elmete Lane, Leeds LS8
2LU, notice of which is set out at the end
of the Circular
"Group" the Company and its subsidiaries from time
to time
"H2 Green" H2 Green Ltd
"H2 Green Option" the exclusive option for the Company to acquire
the entire issued share capital of H2 Green
pursuant to an option agreement dated 2 November
2020 between the Company, the H2 Green Shareholders
and H2 Green
"H2 Green Shareholders" Luke Johnson and Ian Spencer
"ISIN" International Securities Identification Number
"Issue Price" 22 pence per New Share
"Link Group" a trading name of Link Market Services Limited
"London Stock Exchange" London Stock Exchange plc
"Money Laundering the Money Laundering, Terrorist Financing
Regulations" and Transfer of Funds (Information on Payer)
Regulations 2017 and obligations in connection
with money laundering under the Criminal Justice
Act 1993 and the Proceeds of Crime Act 2002
(each as amended)
"New Shares" the First Placing Shares, the Second Placing
Shares, the Subscription Shares, the Consideration
Shares and the Open Offer Shares
"Notice of Meeting" the notice convening the General Meeting which
is set out at the end of the Circular
"Official List" the Official List maintained by the FCA
"Open Offer" the conditional invitation to Qualifying Shareholders
to apply for the Open Offer Shares at the
Issue Price on the terms and conditions outlined
in the Circular and, where relevant, in the
Application Form
"Open Offer Entitlement" the pro rata basic entitlement for Qualifying
Shareholders to subscribe for 1 Open Offer
Share for every 33 Existing Ordinary Shares
held on the Record Date pursuant to the Open
Offer
"Open Offer Shares" up to 1,138,291 new Ordinary Shares to be
issued pursuant to the Open Offer
"Ordinary Shares" ordinary shares of 0.25 pence each in the
Company
"Overseas Shareholders" Shareholders with registered addresses, or
who are citizens or residents of, or incorporated
in a Restricted Jurisdiction
"Placees" those persons who have conditionally agreed
to subscribe for First Placing Shares and
Second Placing Shares
"Placing and Subscription" together, the First Placing, the Second Placing
and the Subscription
"Placing Agreement" the conditional agreement dated 12 March 2021
between the Company and Cenkos relating to
the Placing and Subscription and Open Offer
"Placing and Subscription the First Placing Shares and/or the Second
Shares" Placing Shares and/or the Subscription Shares
(as the context requires)
"Qualifying CREST Qualifying Shareholders holding Existing Ordinary
Shareholders" Shares, which, on the register of members
of the Company on the Record Date, are in
a CREST account
"Qualifying Non-CREST Qualifying Shareholders holding Existing Ordinary
Shareholders" Shares, which, on the register of members
of the Company on the Record Date, are in
certificated form
"Qualifying Shareholders" holders of Existing Ordinary Shares on the
register of members of the Company at the
Record Date (but excluding, subject to certain
exceptions, any Overseas Shareholder who is
located or resident or who has a registered
address in, or who is a citizen of, the United
States of America or any other Restricted
Jurisdiction)
"Receiving Agent" Link Group, Corporate Actions, 10th Floor,
Central Square, 29 Wellington Street, Leeds,
LS1 4DL
"Regulation S" Regulation S under the Securities Act
"Record Date" 6.00 p.m. on 10 March 2021 being the latest
time by which transfers of Existing Ordinary
Shares must be received for registration by
the Company in order to allow transferees
to be recognised as Qualifying Shareholders
"Restricted Jurisdiction" the United States, Canada, Australia, New
Zealand, the Republic of South Africa, the
Republic of Ireland or Japan, and any of their
territories or possessions
"Resolution" the special resolution set out in the notice
of the General Meeting at the end of the Circular
"Second Admission" admission of the Second Placing Shares, the
Subscription Shares and the Open Offer Shares
to trading on AIM becoming effective in accordance
with Rule 6 of the AIM Rules which is expected
to take place on 1 April 2021
"Second Placing" the placing by Cenkos on behalf of the Company
of the Second Placing Shares at the Issue
Price pursuant to the terms of the Placing
Agreement
"Second Placing Shares" the 9,283,776 new Ordinary Shares which have
been conditionally placed by Cenkos with Placees
pursuant to the Second Placing
"Securities Act" the U.S. Securities Act of 1933, as amended
"Shareholders" holders of Existing Ordinary Shares
"Stay at Home Order" the Health Protection (Coronavirus, Restrictions)
(No. 3) and (All Tiers) (England) Regulations
2021
"Subscription" the subscription for the Subscription Shares
at the Issue Price pursuant to the Subscription
Agreement
"Subscription Agreement" the agreement between the Company and Jonathan
Copus relating to the Subscription
"Subscription Shares" the 45,000 new Ordinary Shares which have
been conditionally subscribed for pursuant
to the Subscription
"United Kingdom" or the United Kingdom of Great Britain and Northern
"UK" Ireland
"GBP" UK pounds sterling, being the lawful currency
of the United Kingdom
"EUR" or "Euros" a lawful currency of certain member states
of the European Union
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END
IOEUASORASUOAUR
(END) Dow Jones Newswires
March 12, 2021 02:00 ET (07:00 GMT)
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