Results of Placing, Open Offer and General Meeting

RNS Number : 7457Q

Kromek Group PLC

01 March 2021

 

THIS ANNOUNCEMENT, INLCUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

1 March 2021

Kromek Group plc

("Kromek" or the "Company")

Results of Placing and Open Offer

and Result of General Meeting

The Board of Kromek is pleased to announce that at its General Meeting held today all of the resolutions, as set out in the Circular dated 12 February 2021 relating to a conditional Placing to raise £10.0 million and an Open Offer to raise up to an additional £3.0 million, were duly passed. The Company is also pleased to announce that it has raised £3.0 million via the Open Offer and, accordingly, has raised total gross proceeds of approximately £13.0 million through the Transaction. 

The Open Offer closed for acceptances at 11.00 a.m. on 26 February 2021 and was oversubscribed. Valid acceptances have been received in respect of 70,437,483 Open Offer Shares, representing approximately 347 per cent. of the Open Offer Shares available under the Open Offer. In accordance with the terms and conditions of the Open Offer, all applications made pursuant to the Open Offer (other than Excess Shares applied for under the Excess Application Facility) have been met in full and a scaling back exercise has been undertaken in respect of applications for Excess Shares. The Company has therefore raised gross proceeds of approximately £3.0 million through the Open Offer. 

As set out in the Circular dated 12 February 2021, certain Directors of the Company indicated their intention to participate in the Transaction. Following the completion of the Transaction and on Admission, their interests will be as follows:

Name	Role	Number of Ordinary Shares held	Number of Ordinary Shares held as a percentage of the Existing Ordinary Shares	Value of Placing and Open Offer intended to be subscribed for (£)	Number of Placing Shares to be applied for in the Firm Placing	Number of Directors' Subscription Shares to be subscribed for in the Directors' Subscription	Number of Open Offer Shares subscribed for	Number of Ordinary Shares held following the Firm Placing, Directors' Subscription and Open Offer	Percentage of Ordinary Shares held following the Firm Placing, Directors' Subscription and Open Offer
Rakesh Sharma	Chairman	178,454	0.05	19,988	-	133,250	-	311,704	0.07
Arnab Basu	CEO	2,972,000	0.86	2,513	-	16,750	-	2,988,750	0.69
Paul Farquhar	CFO	-	-	9,975	66,5001	-	-	66,500	0.02
Lawrence Kinet	Non-Executive Director	300,000	0.09	7,500	-	50,000	-	350,000	0.08
Christopher Wilks	Non-Executive Director	175,000	0.05	442	-	-	2,941	177,941	0.04

¹ Includes subscriptions by family, as defined in the AIM rules for Companies.

Application has been made for a total of 86,954,731 new Ordinary Shares, to be issued pursuant to the Transaction, to be admitted to trading on AIM. It is expected that Admission and dealings in the 86,954,731 new Ordinary Shares will commence at 8.00 a.m. on 2 March 2021. Following Admission, the Enlarged Share Capital of the Company will consist of 431,851,820 Ordinary Shares. Therefore, the total number of voting rights in the Company is 431,851,820 and this figure may be used by shareholders 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.

This announcement should be read in conjunction with the full text of the Circular posted to Shareholders on 12 February 2021, copies of which are available on the Company's website www.kromek.com.  The same definitions apply throughout this announcement as are applied in the Circular.

For further information, please contact:

Kromek Group plc
Arnab Basu, CEO Paul Farquhar, CFO	[phone]
Cenkos Securities plc (Nominated Adviser and Broker)
Max Hartley/Camilla Hume (NOMAD) Julian Morse (Sales)	[phone]
Luther Pendragon (PR)
Harry Chathli/Claire Norbury/Joe Quinlan	[phone]

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, New Zealand, the Republic of South Africa, Japan, or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold or transferred directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States. Accordingly, the Placing Shares are being offered and sold by the Company only outside the United States in "offshore transactions" (as such terms are defined in Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation S under the Securities Act and otherwise in accordance with applicable laws. No public offering of securities is being made in the United States.

Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and its subsidiaries (the "Group"). Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. No statement in this announcement is intended to be, nor may it be construed as, a profit forecast or be relied upon as a guide to future performance. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company, its directors, Cenkos, their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the AIM Rules, or the rules of the London Stock Exchange.

Cenkos Securities plc is authorised and regulated in the United Kingdom by the FCA. Cenkos is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient on this announcement) as its client in relation to the Placing or any other matter referred to in this announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing or any other matters referred to in this announcement.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Cenkos or by any of its affiliates or any person acting on its or their behalf as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Any indication in this announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser, or tax adviser for legal, financial, business or tax advice.

Persons (including, without limitation, nominees, and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

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.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

 

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