Results of Placing and Subscription

Molten Ventures PLC

27 November 2023

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE REPUBLIC OF IRELAND) OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

27 November 2023

Molten Ventures plc

("Molten Ventures" or the "Company")

Results of Placing and Subscription

Molten Ventures plc (LSE: GROW, Euronext Dublin: GRW), a leading venture capital firm investing in and developing high growth digital technology businesses, is pleased to announce the successful completion of its non pre-emptive Placing and Subscription raising gross proceeds of £55.0 million, following strong demand from new and existing shareholders.

A total of 20,370,370 New Ordinary Shares have been subscribed for at a price of 270 pence (the "Issue Price") pursuant to the Placing and Subscription, representing approximately 13.3 per cent. of the Company's existing issued share capital. The Issue Price represents a discount of approximately 3.4 per cent. to the Company's closing mid-market price of 279.6 pence on 24 November 2023.

The following Directors of the Company subscribed for the following number of Placing Shares at the Issue Price:

Name	Position	No. of Placing Shares	Ordinary Shares held following Admission
Martin Davis	Chief Executive Officer	10,000	81,836
Ben Wilkinson	Chief Financial Officer	10,000	39,126

Incoming Chairman, Laurence Hollingworth, subscribed for 18,518 Placing Shares at the Issue Price.

The Retail Offer remains open and is expected to close at 3.00 p.m. on 28 November 2023. The latest time for applications under the Offer for Subscription is 11.00 a.m. on 12 December 2023. Separate announcements will be made regarding the results of the Retail Offer and the Offer for Subscription respectively shortly after they close.

The Issue is conditional, inter alia, on shareholders approving the issue of the New Ordinary Shares at a discount to the last reported NAV per Ordinary Share (the "Resolution") at the General Meeting to be convened at 10.00 a.m. on 14 December 2023 (the "General Meeting"). Further details on the Resolution and the General Meeting can be found in a Circular which is expected to be posted to shareholders tomorrow.

Applications will be made to (i) the FCA for admission of the New Ordinary Shares to be issued under the Issue to the premium listing segment of the Official List; (ii) the London Stock Exchange for the admission of the New Ordinary Shares to be issued under the Issue to trading on the Main Market; (iii) Euronext Dublin for admission of the New Ordinary Shares to be issued under the Issue to a secondary listing on the Euronext Dublin Daily Official List; and (iv) Euronext Dublin for the New Ordinary Shares to be issued under the Issue to be admitted to trading on the Euronext Dublin Market (together, " Admission"). The New Ordinary Shares will, when issued, be credited as fully paid and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid following Admission.

Subject to approval by shareholders of the Resolution at the General Meeting, it is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 15 December 2023.

Capitalised terms used in this announcement which have not been defined have the meanings given to them in the announcement made by the Company earlier today announcing the Proposed Placing, Subscription, Retail Offer and Offer for Subscription, unless the context provides otherwise.

Enquiries

Molten Ventures plc Martin Davis (Chief Executive Officer) Ben Wilkinson (Chief Financial Officer)	[phone]
Numis Securities Limited (trading as Deutsche Numis)  Joint Global Co-ordinator, Joint Bookrunner, Joint Corporate Broker Simon Willis Jamie Loughborough Iqra Amin George De Felice	[phone]
Goodbody Stockbrokers UC Euronext Dublin Sponsor, Joint Global Co-ordinator, Joint Bookrunner, Joint Corporate Broker Don Harrington Dearbhla Gallagher William Hall Xiao Wang	[phone]
Powerscourt (PR) Elly Williamson Ollie Simmonds	[phone] [phone]

IMPORTANT NOTICE

The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company or the Joint Bookrunners. The offer and sale of Ordinary Shares has not been and will not be registered under the applicable securities laws of Canada, Australia, Japan, the Republic of South Africa or any member state of the European Economic Area (other than Ireland). Subject to certain exemptions, the Ordinary Shares may not be offered to or sold within Canada, Australia, Japan, the Republic of South Africa or any member state of the European Economic Area (other than Ireland) or to any national, resident or citizen of Canada, Australia, Japan, the Republic of South Africa or any member state of the European Economic Area (other than Ireland).

The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will not be any public offering of the Ordinary Shares in the United States.

The distribution of this announcement outside the UK and Ireland may be restricted by law. No action has been taken by the Company or the Joint Bookrunners that would permit (i) a public offer of Ordinary Shares in any jurisdiction outside of the UK and Ireland or (ii) possession of this announcement in any jurisdiction outside the UK and Ireland, where action for that purpose is required. Persons outside the UK and Ireland who come into possession of this announcement should inform themselves about the distribution of this announcement in their particular jurisdiction. Failure to comply with those restrictions may constitute a violation of the securities laws of such jurisdiction.

Deutsche Numis, which is a member of the London Stock Exchange, is authorised and regulated in the UK by the FCA and is acting as, Joint Global Co-ordinator, Joint Bookrunner and Joint Corporate Broker to the Company in connection with the Placing and Admission. Deutsche Numis is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. No representation or warranty, express or implied, is made by Deutsche Numis as to, and no liability is accepted by Deutsche Numis in respect of, any of the contents of this announcement.  This does not exclude any responsibilities or liabilities of Deutsche Numis under FSMA or the regulatory regime established thereunder.

Goodbody, which is authorised and regulated by the Central Bank of Ireland, is acting as Euronext Dublin Sponsor Adviser for the purposes of the Euronext Dublin Rules and, Joint Global Co-ordinator, Joint Bookrunner and Joint Corporate Broker to the Company in connection with the Placing and Admission. Persons receiving this announcement should note that Goodbody is acting exclusively for the Company in connection with the Placing and Admission and is not acting for any other person and will not be responsible to any person for providing the protections afforded to customers of Goodbody or for advising any other person in connection with the Placing. Goodbody's responsibilities as the Company's Euronext Dublin Sponsor under the Euronext Dublin Rules are owed solely to Euronext Dublin and are not owed to the Company, any Director or to any other person. No representation or warranty, express or implied, is made by Goodbody as to, and no liability is accepted by Goodbody in respect of, any of the contents of this announcement.

FORWARD-LOOKING STATEMENTS

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "predict" or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which make assumptions in respect of the planned use of the proceeds for the Issue, the Group's liquidity position, the future performance of the Group, future interest rates and currency controls, the Group's future financial position, plans and objectives for future operations and any other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in interest rates and foreign exchanges rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under IFRS applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgement at the date of this announcement and are not intended to give any assurance as to future results. Except as required by the FCA, the London Stock Exchange, the Central Bank of Ireland, Euronext Dublin, the Listing Rules, the UK Disclosure Guidance and Transparency Rules, MAR or other applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

 

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