THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA, ANY MEMBER STATE OF THE EEA OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS
ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS OF THE
FUNDRAISING ARE SET OUT BELOW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL
NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW SHARES OF
ENTEQ TECHNOLOGIES PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
30 September 2024
Enteq Technologies
plc
("Enteq",
the "Company" or the "Group")
Result of Retail
Offer
Enteq Technologies plc (AIM: NTQ.L),
the specialist energy services engineering and technology company,
announces that, following the closing of the
Retail Offer by BookBuild at 4.30 p.m. on 30 September 2024, it has
conditionally raised £0.1 million (before expenses) via the
conditional issue of 2,060,400 Retail Offer Shares at 5 pence per
Retail Offer Share in connection with the Retail
Offer.
Consequently, 24,586,320 Placing
Shares, 5,413,680 Subscription Shares and 2,060,400 Retail Offer
Shares, resulting in a total of 32,060,400 new Ordinary Shares,
will, subject to the passing of the Resolutions at the General
Meeting, be issued in relation to the Placing, Subscription and
Retail Offer, with gross proceeds (before expenses) of £1.6 million
conditionally raised pursuant to the Fundraising.
Application will be made for the
Placing Shares, Subscription Shares and Retail Offer Shares to be
admitted to trading on AIM. Admission is expected to take place at
8.00 a.m. on 16 October 2024 ("Admission").
The Placing, Subscription and Retail
Offer are conditional on, inter alia, (i) the passing of the
Resolutions by the requisite majority of Shareholders at the
General Meeting convened for 11 a.m. on 14 October 2024 to be held
at the offices of Cavendish Capital Markets
Limited, One Bartholomew Close, London, EC1A 7BL and (ii)
Admission.
Following Admission, the Company's
issued share capital will consist of 104,137,115 Ordinary Shares
(each carrying one vote) and 50,000 Incentive Shares, it being
noted that the Incentive Shares do not entitle holders of them to
receive notice of, to attend, to speak or to vote at any general
meeting of the Company. There are no shares held in treasury.
Therefore, the total number of voting rights in the Company will be
104,137,115. 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.
Capitalised terms used but not
defined in this announcement have the same meanings as set out in
the Announcement that was published at 7 a.m. on 25 September
2024.
For further information, please
contact:
Enteq Technologies plc
+44 (0)20 8087 2202
www.enteq.com
Andrew Law, Chief Executive
Officer
Cavendish Capital Markets Limited (NOMAD, Broker and
Bookrunner) +44 (0)20 7220
0500
Ed Frisby, George Lawson (Corporate
Finance)
Andrew Burdis (ECM)
Important Notices
The 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).
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, 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 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 or to
or for the account or benefit of any US person (within the meaning
of Regulation S under the US Securities Act) (a "US Person"). No
public offering of the Retail Offer Shares is being made in the
United States. The 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. 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 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.
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.
Cavendish Capital Markets Limited
("Cavendish") which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority and is a member of the London Stock Exchange, is
acting as broker 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 Placing, Retail
Offer and Admission 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 Placing,
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 and currency 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 Cavendish
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 Cavendish 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. Cavendish 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 Shares 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 Retail Offer Shares to be issued or sold pursuant to the Retail
Offer will not be admitted to trading on any stock exchange other
than the London Stock Exchange.
UK Product Governance
Requirements
Solely for the purposes of the
product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK
MiFIR Product Governance Requirements"), and disclaiming all and
any liability, whether arising in tort, contract or otherwise,
which any "manufacture" (for the purposes of the UK MiFIR Product
Governance Requirements) may otherwise have with respect thereto,
the Retail Offer Shares have been subject to a product approval
process, which has determined that the Retail Offer Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6
of COBS; and (ii) eligible for distribution through all permitted
distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Retail Offer Shares may decline and
investors could lose all or part of their investment; the Retail
Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer 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 any contractual, legal or
regulatory selling restrictions in relation to the Retail
Offer.
For the avoidance of doubt, the
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of Chapters 9A or
10A respectively of COBS; 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 Retail Offer Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Retail Offer Shares and determining
appropriate distribution channels.
EU Product Governance
Requirements
Solely for the purposes of the
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has
determined that the Retail Offer Shares are: (i) compatible with an
end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "EU
Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail
Offer Shares may decline and investors could lose all or part of
their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection; and an investment in the Retail
Offer 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 EU Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Retail
Offer.
For the avoidance of doubt, the EU
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; 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 Retail Offer Shares.
Each distributor is responsible for
undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution
channels.
