Result of Placing and PrimaryBid Offer

RNS Number : 0216H

Pressure Technologies PLC

01 December 2020

 

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") 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, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT AND AT THE START OF THE APPENDIX.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN PRESSURE TECHNOLOGIES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF PRESSURE TECHNOLOGIES PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. 

 Pressure Technologies plc

("Pressure Technologies" or the "Company")

Result of Placing and PrimaryBid Offer

Pressure Technologies plc, (AIM: PRES), the specialist engineering group, is pleased to confirm, further to the announcements made yesterday regarding the proposed Placing and PrimaryBid Offer, that the Bookbuilding Process has now closed and the Company has conditionally raised gross proceeds of approximately £7.5 million (before expenses) through the Placing of 11,666,667 new Ordinary Shares (the "Placing Shares") and subscriptions for a further 805,331 new Ordinary Shares through the PrimaryBid Offer (the "PrimaryBid Shares"), in each case at the Issue Price of 60 pence per share, with certain existing Shareholders and new investors. The Issue Price of 60 pence represents a 4.00 per cent. discount to the Closing Price of 62.5 pence on 27 November 2020, the last business day before the announcement of the Placing.

The Placing Shares and PrimaryBid Shares, once issued, will together represent approximately 40 per cent. of the enlarged share capital of the Company.

The Placing is conditional upon the Placing Resolutions being duly passed by Shareholders at the General Meeting.

The Circular containing, amongst other things, the notice of the General Meeting is expected to be published by the Company by no later than 1 December 2020.

Commenting, Chris Walters, Chief Executive of Pressure Technologies plc said:

"We are grateful for the strong support of our shareholders and new investors, demonstrated through this successful fundraising.  The investment provides us with the resources to capitalise on exciting opportunities in the hydrogen energy market and to accelerate growth in our Integrity Management services business.  The now stronger balance sheet will provide resilience through tough oil and gas trading conditions, strength in the development of partnerships and the negotiation of major contracts and flexibility to take advantage of emerging opportunities."

Directors' participation in the Fundraising

All of the Directors haveagreedtosubscribefor Placing Shares at the Issue Price. The number of Placing Shares subscribed for by each of these Directorspursuant to the Placing, and their resulting shareholdings on Admission, are set out below:

Director	Number of Existing Ordinary Shares	Number of new Ordinary  Shares subscribed for in the Placing	Number of Ordinary Shares held on Admission	Percentage of enlarged share capital on Admission
Sir Roy Gardner	160,000	166,667.0	326,666	1.05%
Chris Walters	18,000	66,667.0	84,666	0.27%
Mike Butterworth	0	50,000.0	50,000	0.16%
Tim Cooper	0	11,667.0	11,667	0.04%
Brian Newman	10,000	20,000.0	30,000	0.10%

Substantial Shareholders' participation in the Fundraising

The substantial shareholders noted below (together the "Substantial Shareholders"), have agreed to subscribe for Placing Shares at the Issue Price. The number of Placing Shares subscribed for by the Substantial Shareholders pursuant to the Placing, and their resulting shareholdings on Admission, are set out below:

Substantial Shareholder	Number of Existing Ordinary Shares	Number of new Ordinary Shares subscribed for in the Placing	Number of Ordinary Shares held on Admission	Percentage of enlarged share capital on Admission
Gresham House Asset Management Limited	3,650,000	2,067,535	5,717,535	18.40

Related Party Transactions

The participations by the Directors and Gresham House Asset Management Limited in the Placing are deemed to be related party transactions pursuant to rule 13 of the AIM Rules for Companies.  The Company's Nominated Adviser, N+1 Singer, confirms the terms of these transactions are fair and reasonable insofar as Shareholders are concerned.

Admission and dealings

Application will be made to the London Stock Exchange for the 12,471,998 New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will occur and dealings will commence on 18 December 2020 at 8.00 a.m. (or such later date as N+1 Singer and the Company may agree). The Placing and PrimaryBid Offer are conditional upon, amongst other things, Admission becoming effective. The Placing and PrimaryBid Offer are also conditional on the Placing Agreement between the Company and N+1 Singer not being terminated in accordance with its terms prior to Admission.

Total Voting Rights

Following Admission, the Company will have 31,067,163 Ordinary Shares in issue. Therefore, the Company hereby confirms that the total number of voting rights in the Company will, following Admission, be 31,067,163. 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 under the FCA's Disclosure Guidance and Transparency Rules.

Pressure Technologies plc Chris Walters, Chief Executive	Tel: [phone] [e-mail]
N+1 Singer (Nomad and Broker) Mark Taylor / Carlo Spingardi	Tel: [phone]
Houston (Financial PR and Investor Relations) Kate Hoare / Anushka Mathew / Ben Robinson	Tel: [phone]

Definitions

Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the announcement made by the Company on 30 November 2020 at 4:35 p.m. to announce the launch of the Placing.

In this document, references to "£", "pence" and "p" are to the lawful currency of the United Kingdom. All times referred to in this document are, unless otherwise stated, references to London time.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

1	Details of the person discharging managerial responsibilities
a)	Name	Sir Roy Gardner
2	Reason for the notification
a)	Position/status	Chairman
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pressure Technologies plc
b)	LEI	213800PTKN1VDP2DIN05
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 5 pence each GB00B1XFKR57
b)	Nature of the transaction	Purchase of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 60 pence 166,667
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	30 November 2020
f)	Place of the transaction	Off market transaction

1	Details of the person discharging managerial responsibilities
a)	Name	Chris Walters
2	Reason for the notification
a)	Position/status	CEO
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pressure Technologies plc
b)	LEI	213800PTKN1VDP2DIN05
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 5 pence each GB00B1XFKR57
b)	Nature of the transaction	Purchase of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 60 pence 66,667
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	30 November 2020
f)	Place of the transaction	Off market transaction

1	Details of the person discharging managerial responsibilities
a)	Name	Brian Newman
2	Reason for the notification
a)	Position/status	Senior Non-Executive Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pressure Technologies plc
b)	LEI	213800PTKN1VDP2DIN05
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 5 pence each GB00B1XFKR57
b)	Nature of the transaction	Purchase of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 60 pence 20,000
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	30 November 2020
f)	Place of the transaction	Off market transaction

1	Details of the person discharging managerial responsibilities
a)	Name	Mike Butterworth
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pressure Technologies plc
b)	LEI	213800PTKN1VDP2DIN05
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 5 pence each GB00B1XFKR57
b)	Nature of the transaction	Purchase of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 60 pence 50,000
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	30 November 2020
f)	Place of the transaction	Off market transaction

1	Details of the person discharging managerial responsibilities
a)	Name	Tim Cooper
2	Reason for the notification
a)	Position/status	Non-Executive Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Pressure Technologies plc
b)	LEI	213800PTKN1VDP2DIN05
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 5 pence each GB00B1XFKR57
b)	Nature of the transaction	Purchase of Ordinary Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 60 pence 11,667
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	30 November 2020
f)	Place of the transaction	Off market transaction

 

END

 

 

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