TIDMHERT
RNS Number : 8668H
Hertsford Capital PLC
27 March 2020
Hertsford Capital plc
('Hertsford' or 'Company')
Result of General Meeting
Acquisition of OTAQ
5 for 1 Share Consolidation
Placing raising GBP1.5million at 57.5p per share
The Company is pleased to announce that at its General Meeting,
held earlier today, all of the Resolutions set out in the circular
dated 10 March 2020 ('Circular') were duly passed by the requisite
majorities .
The resolutions authorised, amongst other matters:
- a share consolidation comprising the consolidation of every
five existing ordinary shares into one consolidated ordinary share
('Consolidated Share');
- in connection with the acquisition of the entire issued and to
be issued share capital of OTAQ Group Limited ('OTAQ') for
consideration of GBP12.4 million, satisfied through the issue of
21,539,904 Consolidated Shares at 57.5 pence per Consolidated
Share, the waiver of any obligation that would otherwise arise
under Rule 9 of the Takeover Code for any of the Concert Party to
make a general offer to shareholders, as a result of the allotment
and issue to them of the Consideration Shares, the Concert Party
Placing Shares, the Concert Party Warrant Shares and the Option
Shares (each as defined in the Circular);
- a placing raising c.GBP1.5 million (before expenses) through
the issue of 2,608,694 Consolidated Shares at 57.5 pence per
Consolidated Share.
Admission of the enlarged share capital to trading on the
Standard segment of the Official List is expected to occur at 8
a.m. on 31 March 2020, under the ticker OTAQ.
Phil Newby, CEO of OTAQ, commented: "We are excited by the
opportunity we now have to develop our operations and products,
building on the rapid progress we have made in recent years. This
listing and additional capital will allow us take advantage of the
many growth opportunities we have, and accelerate the development
of new products.
"OTAQ now has the potential to become a global player in the
aquaculture marketplace and we are determined to generate
significant shareholder value in the years to come."
Enquiries:
Hertsford Capital PLC Via Walbrook
Harry Hyman, Chairman
EGR Corporate Broking (Rule 3 Adviser to Hertsford) Tel: 020 3697 9495
Jonathan Hall
Dowgate Capital Ltd (Broker & Adviser to OTAQ) Tel: 020 3903 7715
James Serjeant
Walbrook PR Ltd Tel: 020 7933 8780 or Hertsford@walbrookpr.com
Tom Cooper / Nick Rome Mob: 07971 221 972 / 07748 325 236
Details of the Acquisition and the Placing
On 10 March 2020, the Company entered into a purchase agreement
with certain shareholders of OTAQ pursuant to which the Company
agreed to purchase approximately 86% of the issued share capital of
OTAQ and has subsequently exercised the "drag" provisions in the
articles of association of OTAQ to acquire the outstanding c.14% of
OTAQ's issued share capital.
The Company has also raised c.GBP1.5 million before expenses via
the issue of 2,608,694 Consolidated Shares at 57.5 pence per
Consolidated Share.
Following the passing of the resolutions at the general meeting
of the Company today, completion of the acquisition of OTAQ and the
Placing to raise GBP1.5 million are conditional upon:
- admission of the enlarged share capital of the Company to the
standard segment of the Official List and to trading on the main
market of the London Stock Exchange; and
- the placing agreement between the Company and Dowgate Capital becoming unconditional.
It is expected that admission will become effective and that
dealings in the Consolidated Shares will commence at 8am on 31
March 2020.
Share Consolidation
The Share Consolidation will comprise the consolidation of every
five Existing Ordinary Shares into one Consolidated Share. The
record date for the consolidation will be 30 March 2020.
As all of the Existing Ordinary Shares will be consolidated, the
proportion of issued ordinary share holdings in the Company held by
each Shareholder immediately before and immediately after the Share
Consolidation will, except for fractional entitlements (the
treatment of which is described in the Circular), remain
unchanged.
Following Admission, the Company's new ISIN Code will be
GB00BK6JQ137 and its new SEDOL Code will be BK6JQ13.
The Concert Party
Certain of the shareholders of OTAQ are considered to be "acting
in concert" for the purposes of the Takeover Code, as such term is
defined in the Takeover Code, (the "Concert Party). Full details of
the Concert Party are set out in the circular sent to shareholders
on 10 March 2020 and in the prospectus published on 24 March 2020.
In total the Concert Party will at admission own 29.9% of the
issued share capital of the Company (33.6% of the fully diluted
share capital).
The resolution passed at the general meeting of the Company
waived the obligation of the Concert Party to make a general offer
for the shares in the Company that it did not already own.
Change of Name
The Company will change its name to "OTAQ PLC", with such change
of name to become effective upon the issue of a certificate of the
change of name by the Registrar of Companies. A further
announcement will be made once the certificate of change of name is
issued.
It is intended for the Company's website address to be changed
to www.otaq.com .
Board Changes
At Admission Harry Hyman and Rodger Sargent will resign as
Directors of the Company with Alex Hambro assuming the role of
non-executive Chairman of the Company and Sarah Gills continuing as
a non-executive Director.
The following individuals will be appointed directors of Company
at Admission:
Philip Newby (Chief Executive)
Phil joined OTAQ in June 2014 as commercial director and was
appointed chief executive in March 2016. From 1993 to 1996 Phil was
general manager of Unique Systems LLC an offshore equipment rental
business operating in the Middle East and India. From 1996 to 2011
Phil was chief executive of Trelleborg Offshore Barrow-In-Furness
Limited, a business that supplied flowline and cable protection to
the offshore oil and gas industry. In 2011, Phil joined Unique
Systems Russia LLC which was developing umbilical systems for
commercial diving operations.
Simon Walters (Chief Financial Officer)
Simon has been Finance Director of a number of Listed and
AIM-quoted companies including Shani plc, Bilston & Battersea
Enamels plc, AFC Energy plc and Neville Porter plc. Since 2003,
Simon has provided finance director services to a portfolio of
listed and unlisted companies in various sectors, currently through
Headline FD Limited, of which he is a director.
George Watt (Non-Executive Director)
George started his career with KPMG where he qualified as a
chartered accountant and worked for 10 years in the UK and the
United States. He then joined STV Group plc in 1999 where he spent
20 years as chief financial officer before retiring from the board
in 2019. George is currently non-executive chairman of
Spaceandpeople PLC, an AIM quoted destination media and retail
solutions specialist operating in the UK and Germany, and has held
other non-executive director positions in the technology sector
.
In relation to the appointments of Philip Newby, Simon Walters
and George Watt no other information is required to be disclosed
under the Financial Conduct Authority's Listing Rule 9.6.13.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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