RESULT OF PLACING AND RETAIL OFFER

RNS Number : 5009G

Pressure Technologies PLC

15 November 2022

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN 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, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR 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 (WHICH FORMS PART OF THE DOMESTIC LAW OF ENGLAND AND WALES PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

Pressure Technologies plc

("Pressure Technologies" or the "Company")

RESULT OF PLACING AND RETAIL OFFER, POSTING OF CIRCULAR

AND

NOTICE OF GENERAL MEETING

Pressure Technologies plc, (AIM: PRES), is pleased to confirm , further to the announcements made at 7.00 a.m. and 7.01 a.m. earlier today (the "Launch Announcements"), the successful completion of the Fundraising at the Issue Price of 30 pence per share.

The Fundraising has conditionally raised aggregate gross proceeds of £2.28 million pursuant to the placing of 7,097,708 Placing Shares and subscription for 502,292 Retail Shares. Following completion of the Placing and the Retail Offer, the Company's issued share capital will comprise 38,667,163 Ordinary Shares, and the Placing Shares and Retail Shares will represent approximately 19.65 per cent. of the Enlarged Share Capital.

Singer Capital Markets acted as sole bookrunner in connection with the Placing. The Placing was conducted by way of an accelerated book build process.

Capitalised terms used in this announcement (this "Announcement") have the meanings given to them in the Launch Announcements, unless the context provides otherwise.

Chris Walters, Chief Executive Officer of Pressure Technologies, commented:

"We are grateful for the support of our shareholders, demonstrated through this fundraising. This investment provides us with the short-term working capital bridge to profitable, cash-generative trading in the year ahead."

Related Party Transactions

Certain of the Company's Directors have agreed to subscribe for, in aggregate 199,999 Placing Shares at the Issue Price. The number of Placing Shares conditionally subscribed for by each of the Directors pursuant to the Placing, and their resulting shareholdings on Admission are set out below:

Director	Number of Existing Ordinary Shares	Number of Placing Shares subscribed for in the Placing	Number of Ordinary Shares held on Admission	Percentage of Enlarged Share Capital on Admission
Nicholas Salmon	-	100,000	100,000	0.26%
Chris Walters	84,667	33,333	118,000	0.31%
Tim Cooper	11,666	33,333	44,999	0.12%
Mike Butterworth	80,800	33,333	114,133	0.30%

Schroders Investment Management ("Schroders"), Harwood Capital ("Harwood") and Peter Gyllenhammar AB ("Gyllenhammar"), each a substantial shareholder of the Company (as defined in the AIM Rules), have conditionally subscribed for 2,333,333, 3,333,333 and 1,000,000 Placing Shares at the Issue Price, respectively.

The participations of the Directors, Schroders, Harwood and Gyllenhammar each constitute related party transactions under Rule 13 of the AIM Rules. The Independent Director, having consulted with Singer Capital Markets, the Company's nominated adviser, consider that the respective participation by the Directors, Schroders, Harwood and Gyllenhammar in the Placing are fair and reasonable insofar as the Company's Shareholders are concerned.

Notice of General Meeting and posting of Circular

The issue of the New Ordinary Shares is conditional upon, among other things, the Resolutions being duly passed by Shareholders at the General Meeting. The General Meeting will be held at the offices of Singer Capital Markets Limited, 1 Bartholomew Lane, London, EC2N 2AX at 11.00 a.m. on 2 December 2022 and the Circular, containing the Notice of General Meeting, will be posted to shareholders on 16 November 2022 and will be available on the Company's website at   www.pressuretechnologies.com .

Admission, Settlement and Dealings

Application will be made for Admission of the New Ordinary Shares. Subject to, inter alia, the passing of the Resolutions, settlement of the New Ordinary Shares and Admission are expected to take place at 8.00 a.m. on or around 6 December 2022. In addition to the passing of the Resolutions, the Placing and Retail Offer are conditional upon, among other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

The Placing Shares and the Retail Offer Shares, when issued, will be fully paid and will 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 after the date of issue.

Total Voting Rights

Following Admission, the Company's issued and fully paid share capital will consist of 38,667,163 Ordinary Shares, all of which carry one voting right per share. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 38,667,163. With effect from Admission, 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.

This Announcement should be read in its entirety.  In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

For further information, please contact:

Pressure Technologies plc Chris Walters, Chief Executive James Locking, Chief Financial Officer	Tel: [phone]   [e-mail]
Singer Capital Markets (Nomad and Broker) Mark Taylor / Asha Chotai	Tel: [phone]
Houston (Financial PR and Investor Relations) Kay Larsen / Ben Robinson	Tel: [phone]

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

COMPANY DESCRIPTION

www.pressuretechnologies.com

With its head office in Sheffield, the Pressure Technologies Group was founded on its leading market position as a designer and manufacturer of high-integrity, safety-critical components and systems serving global supply chains in oil and gas, defence, industrial and hydrogen energy markets.

The Group has two divisions, Chesterfield Special Cylinders and Precision Machined Components.

Chesterfield Special Cylinders (CSC) -    www.chesterfieldcylinders.com   

● Chesterfield Special Cylinders, Sheffield, includes CSC Deutschland GmbH.

Precision Machined Components (PMC) -    www.pt-pmc.com

● Precision Machined Components includes the Al-Met, Roota Engineering and Martract sites.  

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. 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, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.

The Placing Shares and the Retail 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 is no intention to register any portion of the Placing or the Retail Offer in the United States or to conduct any public offering of securities in the United States or elsewhere.

Notice to all investors

Singer Capital Markets is authorised and regulated in the United Kingdom by the FCA.  Singer is acting exclusively as sole broker and bookrunner to the Company in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Placing or any transaction, matter or arrangement described in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed upon Singer by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder, neither Singer nor any of its affiliates, directors, officers, employees, agents or advisers accepts any responsibility whatsoever, and no representation or warranty, express or implied, is made or purported to be made by any of them, or on their behalf, for or in respect of the contents of this Announcement, including its accuracy, completeness, verification or sufficiency, or concerning any other document or statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares, the Placing and the Retail Offer, and nothing in this announcement is, or shall be relied upon as, a warranty or representation in this respect, whether as to the past or future. Each of Singer and its affiliates, directors, officers, employees, agents and advisers disclaim, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.

No person has been authorised to give any information or to make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Singer. Subject to the AIM Rules, the Prospectus Regulation Rules and the Disclosure Guidance and Transparency Rules of the FCA, the issue of this Announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Announcement or that the information in it is correct as at any subsequent date.

Information to Distributors

Solely for the purposes of Article 9(8) of Commission Delegated Directive 2017/593 (the "Delegated Directive") regarding the responsibilities of manufacturers under the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with the target market for the Placing of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all eligible distribution channels for dissemination of the Placing Shares, each as set out in this Announcement, as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Singer will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

END

 

 

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