TIDMPINN
RNS Number : 5824O
Pinnacle Technology Group PLC
10 February 2016
Pinnacle Technology Group plc
(the "Company" or "Pinnacle")
Result of Open Offer
On 22 January 2016 Pinnacle Technology Group plc, the AIM listed
provider of converged technology solutions, announced that it had
conditionally raised GBP4.55 million (before expenses) through the
issue of 108,392,857 new Ordinary Shares by way of a placing and up
to a further GBP0.25 million through the issue of up to 5,918,256
new Ordinary Shares by way of an open offer to qualifying
shareholders on the basis of 1 Open Offer Share for every 10
Existing Ordinary Shares, at the Placing Price ("Open Offer").
The Company is pleased to announce the result of the Open Offer
which closed for acceptances at 11.00 a.m. on 9 February 2016.
Valid acceptances including excess applications have been received
in respect of 20,413,207 Open Offer Shares, representing a total of
approximately 345 per cent. of those Open Offer Shares available
under the Open Offer and as such the Open Offer has been
oversubscribed. Excess applications represent 86 per cent. of total
acceptances received.
Certain existing shareholders who are participating in the
Placing (including certain of the directors and applicable
employees, MXC Capital, Livingbridge and Hargreave Hale) had
irrevocably undertaken not to take up their entitlements under the
Open Offer to provide those shareholders not participating in the
Placing an opportunity to invest at the Placing Price. The
acceptances were received by 40% of those Qualifying Holders who
were able to take up their entitlements.
All valid applications in respect of basic entitlements under
the Open Offer have been met in full and a scaling back exercise
undertaken in line with the Excess Application Facility in respect
of applications for Excess Shares. The Company has therefore raised
gross proceeds of GBP0.25 million through the Open Offer and
approximately GBP4.55 million in total.
The Placing and Open Offer remain conditional on, inter alia,
the passing of the Resolutions at the General Meeting to be held at
10.00 a.m. on 10 February 2016 at the offices of DAC Beachcroft
LLP, 100 Fetter Lane, London EC4A 1BN.
This announcement should be read in conjunction with the full
text of the circular dated 22 January 2016, published in connection
with the Placing and Open Offer and defined terms used in this
announcement shall have the same meaning as those terms defined and
used in such circular.
Gavin Lyons, Executive Chairman, commented:
"We are pleased with the support shown by our shareholders
through the Open Offer. These additional funds will provide further
working capital to support Pinnacle to become the leading provider
of 'IT as a service' to the UK SME market."
For further information please contact:
Pinnacle Technology Group plc
Gavin Lyons, Executive Chairman
Nicholas Scallan, Chief Executive 0208 185 6393
N+1 Singer (Nominated Adviser and Broker)
Shaun Dobson
Jen Boorer 020 7496 3000
MXC Capital Markets LLP
Marc Young
Charlotte Stranner 020 7965 8149
Beattie Communications
Chris Gilmour
David Walker 0844 842 5490
Important information
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, New Zealand, Canada, Japan, The Republic of South
Africa, The Republic of Ireland or The United States or any
jurisdiction into which the publication or distribution would be
unlawful.
The distribution of this Announcement outside the UK may be
restricted by law. Persons outside the UK who come into possession
of this Announcement should inform themselves about and observe any
such restrictions. Failure to comply with such restrictions may
constitute a violation of the securities laws of such
jurisdictions. This Announcement does not constitute an offer to
sell or an invitation to subscribe for, or solicitation of an offer
to subscribe or buy, the New Ordinary Shares to any person in any
Restricted Jurisdiction. In particular, this Announcement is not
for distribution in or into the United States of America, Canada,
Australia, New Zealand, The Republic of South Africa, The Republic
of Ireland, Japan, New Zealand or Russia. Accordingly, the New
Ordinary Shares may not, subject to certain exceptions, be offered
directly or indirectly in or into the United States of America,
Canada, Australia, New Zealand, The Republic of South Africa, The
Republic of Ireland, Japan, New Zealand or Russia. The New Ordinary
Shares have not been and will not be registered under the United
States Securities Act of 1933 (as amended) or under the securities
legislation of any state of the United States of America, Canada,
Australia, New Zealand, the Republic of South Africa, The Republic
of Ireland, Japan, New Zealand or Russia and they may not be
offered or sold directly or indirectly within those Restricted
Jurisdictions or to or for the account or benefit of any national,
citizen or resident of such jurisdictions.
This Announcement is being distributed in the United Kingdom
only and is directed at persons who are (i) investment
professionals within the meaning of paragraph (5) of Article 19 or
high net worth companies or unincorporated associations within the
meaning of paragraph (2) of Article 49, of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (S1
2005/1529); and (ii) qualified investors within the meaning of
section 86(7) of the Financial Services and Markets Act 2000 (all
such persons together being referred to as "relevant persons"). Any
person who is not a relevant person should not act or rely on this
Announcement or any of its contents.
AIM is a market designed primarily for emerging or smaller
companies to which a higher investment risk tends to be attached
than to larger or more established companies. AIM securities are
not admitted to the Official List of the United Kingdom Listing
Authority. A prospective investor should be aware of the risks of
investing in such companies and should make the decision to invest
only after careful consideration and, if appropriate, consultation
with an independent financial adviser. Neither the London Stock
Exchange nor the UK Listing Authority have examined or approved the
contents of this Announcement. The AIM Rules are less demanding
than those of the Official List of the UK Listing Authority.
The total consideration under the Open Offer shall be less than
EUR5,000,000 (or an equivalent amount) in aggregate. Therefore, in
accordance with section 85 and Schedule 11A of the Financial
Services and Markets Act 2000, a prospectus is not required to be
produced in connection with the Open Offer for the purposes of the
Prospectus Rules published by the Financial Conduct Authority.
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. The
distribution of this announcement in certain jurisdictions may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such
jurisdictions. The New Ordinary Shares have not been and will not
be registered under the applicable securities laws of any of the
Restricted Jurisdictions and, unless an exemption under such laws
are available, may not be offered for sale or subscription or sold,
or pledged, or subscribed directly or indirectly within the
Restricted Jurisdictions or for the account or benefit of any
national, resident or citizen of the Restricted Jurisdictions. The
New Ordinary Shares have not been and will not be registered under
the United States Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state of the
United States and may not be offered, sold, resold, pledged,
transferred or delivered, directly or indirectly, into or within
the United States or to or for the account or benefit of any US
person within the meaning of Regulation S of the Securities Act,
except pursuant to an applicable exemption from registration
requirements. In particular, the New Ordinary Shares have not been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor has any of the foregoing
authorities passed upon or endorsed the merits of the offering of
the New Ordinary Shares or the accuracy or the adequacy of this
announcement or the circular. Any representation to the contrary is
a criminal offence in the United States.
Forward looking statements:
This announcement contains statements about the Company that are
or may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words 'targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", or words or terms of similar substance or
the negative thereof, are forward looking statements.
Forward-looking statements include, without limitation, statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects and (ii) business and management strategies and
the expansion and growth of the operations of the Company.
(MORE TO FOLLOW) Dow Jones Newswires
February 10, 2016 02:00 ET (07:00 GMT)
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