Placing and Subscription
Summary by AI BETAClose X
THIS ANNOUNCEMENT (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, 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 CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF 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.
30 April 2026
Built Cybernetics plc
("Built Cybernetics", the "Company", or, together with its subsidiaries, the "Group")
Placing and Subscription to raise approximately £0.57 million
Proposed Retail Offer to raise up to £0.1 million
Appointment of joint broker
Built Cybernetics (AIM:BUC), the smart buildings group, announces that it has conditionally raised, in aggregate, approximately £0.57 million (before expenses) from certain new and existing investors via a placing and subscription (the "Placing and Subscription") of 37,999,994 new ordinary shares of one penny each in the share capital of the Company (the "New Ordinary Shares") at an issue price of 1.5 pence per New Ordinary Share (the "Issue Price") in two tranches. The Company also intends to raise up to a further approximately £0.1 million (before expenses) by way of the Retail Offer (as defined below, and together with the Placing and Subscription, the "Fundraising").
As part of the Placing and Subscription, certain directors, a person discharging managerial responsibilities ("PDMR") and a subsidiary director have agreed to participate for a total of 10,333,332 New Ordinary Shares at the Issue Price. Further details of the directors', PDMR's, and subsidiary director's participation are set out below.
Of the funds raised pursuant to the Placing and Subscription, approximately £0.135 million will be conditional, inter alia, on the approval by shareholders at the Company's annual general meeting to be held on 22 May 2026 of resolutions to provide authority to the Directors to issue and allot further New Ordinary Shares otherwise than on a non-pre-emptive basis, further details of which are set out below.
Use of proceeds
It is intended that the aggregate net proceeds of the Placing and Subscription will be utilised by the Group for:
· continued development of the Group's Smart Core software to increase its Annual Recurring Revenues;
· M&A related costs as the Group seeks to pursue larger, transformative acquisitions; and
· general working capital purposes and the strengthening of the Group's balance sheet.
Nick Clark, Chief Executive, commented:
"This Fundraise marks an important step forward for Built Cybernetics as we continue to execute on our Smart Buildings strategy. The support we have received from both new and existing investors in a challenging market reflects a shared confidence in what we are building - a Group positioned to design, deliver and operate smart, sustainable buildings from the ground up.
The proceeds will strengthen the balance sheet, allow us to focus on the growth of the Group's recurring software revenues and pursue potential acquisitions that we believe will re-rate this business over the medium term. The inclusion of a Retail Offer via WRAP reflects our commitment to giving all shareholders the opportunity to participate in that growth.
We are grateful to Allenby Capital for their support with the Fundraise and we look forward to updating shareholders on our progress."
Further details of the Fundraising
In addition to the Placing and Subscription, the Company is proposing to raise up to an additional approximately £0.1 million (before expenses) by way of a retail offer to its existing shareholders of up to 6,666,666 New Ordinary Shares at the Issue Price, which will form part of the Second Tranche Shares (as defined below), to be conducted via the Winterflood Retail Access Platform ("WRAP") (the "Retail Offer"). A separate announcement will be made regarding the Retail Offer and its terms. For the avoidance of doubt, the Placing and Subscription are separate from, and do not form part of, the Retail Offer.
Given that the Company currently has limited authority to issue new ordinary shares for cash on a non-pre-emptive basis the Fundraising is being conducted in two tranches. A total of approximately £0.435 million, representing the issue of 28,999,995 New Ordinary Shares, has been conditionally raised within the Directors' existing share allotment authorities (the "First Tranche Shares"). Application has been made for the First Tranche Shares to be admitted to trading on AIM and it is expected that their admission to AIM will take place on or around 8 May 2026 ("First Admission"). The issue of the First Tranche Shares is conditional, inter alia, upon First Admission taking place.
The balance of the Placing and Subscription, being approximately £0.135 million representing the issue of 8,999,999 New Ordinary Shares, plus the maximum of 6,666,666 New Ordinary Shares that may be issued under the Retail Offer, (together the "Second Tranche Shares"), will be conditional upon, inter alia, the passing of certain resolutions (granting the Directors authority to issue and allot new ordinary shares otherwise than on a non-pre-emptive basis) to be put to shareholders of the Company at the annual general meeting of the Company which is expected to be held on 22 May 2026, whereby such authority will be utilised by the Directors to enable the issue of the Second Tranche Shares. The issue of the Second Tranche Shares will also be conditional, inter alia, on admission of the Second Tranche Shares to trading on AIM ("Second Admission"). Application will be made for the Second Tranche Shares to be admitted to trading on AIM and it is expected that Second Admission will take place on or around 25 May 2026.
The total number of New Ordinary Shares to be issued under the Fundraising, assuming full take-up of the Retail Offer, will represent approximately 11.2 per cent. of the Company's enlarged issued share capital following Second Admission.
Allenby Capital acted as Bookrunner in connection with the placing. The Company also announces the appointment of Allenby Capital as joint broker to Built Cybernetics with immediate effect.
Director and PDMR Participation
The following directors (including certain family members) and a PDMR have agreed to participate in the Placing for New Ordinary Shares, all of which will be Second Tranche Shares:
|
Director/PDMR |
Position |
Approximate Amount (£) subscribed for |
Number of New Ordinary Shares subscribed for |
Total ordinary shares held on Second Admission |
|
Nick Clark (including family members) |
Chief Executive |
£50,000 |
3,333,333 |
47,864,872 |
|
Freddie Jenner |
Chief Operating Officer |
£30,000 |
2,000,000 |
13,064,817 |
|
Tony Barkwith |
Group Finance Director |
£30,000 |
2,000,000 |
12,000,000 |
|
Jason Brameld |
Chief Technology Officer |
£25,000 |
1,666,666 |
7,451,776 |
|
Total |
|
£135,000 |
8,999,999 |
80,381,465 |
Subsidiary Director Subscription
Nick Viner, a director of the Company's subsidiary Aukett Swanke Limited, who joined the board of that company on 31 December 2025 on its acquisition of his interior design business, has agreed to subscribe for 1,333,333 New Ordinary Shares at the Issue Price for a value of £19,999.99.
Related Party Approval
Each of Nick Clark and his family members, Freddie Jenner, Tony Barkwith, Jason Brameld and Nick Viner are related parties of the Company for the purposes of the AIM Rules. The non participating directors, being Clive Carver, Robert Fry, and Tandeep Minhas, consider, having consulted with Canaccord Genuity Limited as Nominated Adviser, that the terms of their participation are fair and reasonable insofar as shareholders are concerned.
|
Investor Enquiries We encourage all investors to share questions on this announcement via our investor hub |
|
|
Built Cybernetics plc Clive Carver, Chairman Nick Clark, Chief Executive |
+44 (0)20 7843 3001 |
|
Canaccord Genuity Limited, Nominated Adviser and joint broker Stuart Andrews Elizabeth Halley-Scott |
+44 (0)20 7523 8000 |
|
Allenby Capital Limited, joint broker Nick Naylor, Alex Brearley (Corporate Finance) Jos Pinnington, Lauren Wright (Sales and Corporate Broking) |
+44 (0)20 3328 5656 |
About Built Cybernetics plc
Built Cybernetics is a London-quoted PropTech group delivering Smart Buildings and related services. The Group is uniquely positioned to ensure the technical systems that run modern premises are designed as an integral part of the structure, from the outset. By cross-selling smart buildings services alongside our renowned architecture projects, the Group's strategy positions Built Cybernetics plc to build beyond one-off project fees and generate scalable and recurring revenues for our investors.
Subscribe to our news alert service: https://builtcybernetics.com/auth/signup
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.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND SUBSCRIPTION. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR") ("UK QUALIFIED INVESTORS"), AND PERSONS WHO ALSO; (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WISHING TO PARTICIPATE IN THE PLACING AND SUBSCRIPTION WHO ARE NOT RELEVANT PERSONS. PARTICIPATION IN THE PLACING AND SUBSCRIPTION IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN BUILT CYBERNETICS PLC.
ELIGIBILITY REQUIREMENTS RELATING TO PARTICIPATION IN THE RETAIL OFFER WILL BE SET OUT IN A SEPARATE ANNOUNCEMENT BY THE COMPANY.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. ACCORDINGLY, NEITHER THIS DOCUMENT, NOR ANY OTHER MATERIAL RELATING TO THE FUNDRAISING OR OTHER TRANSACTIONS NOTED IN THIS DOCUMENT, MAY BE DISTRIBUTED OR PUBLISHED IN ANY JURISDICTION EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. PERSONS OUTSIDE THE UNITED KINGDOM INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS.
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 JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, 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 OR ELSEWHERE.
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 OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES.
The distribution of this Announcement and/or the Fundraising and/or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Allenby Capital (as defined below) or any of their respective affiliates, agents, directors, officers, consultants, partners or employees ("Representatives") that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Allenby Capital to inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes only and 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, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the New Ordinary Shares is being made in any such jurisdiction.
All offers of the New Ordinary Shares in the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the EU Prospectus Regulation. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not require the approval of the relevant communication by an authorised person. The Fundraising is excepted from the prohibition on offers to the public set out in Regulation 12 of the Public Offer and Admission to Trading Regulations 2024 ("POATR") as the New Ordinary Shares will, if issued, be admitted to trading on AIM (being a primary MTF within the meaning of Regulation 8 of POATR). No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority, including the London Stock Exchange) in relation to the Fundraising.
The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Fundraising or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Ordinary Shares; and the New Ordinary Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, the Republic of South Africa or Japan. Accordingly, the New Ordinary Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any such action.
This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any 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. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish 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.
Allenby Capital Limited ("Allenby Capital"), which is authorised and regulated by the FCA, is acting as broker for the Company in connection with the placing and will not be acting for any other person (including a recipient of this document) or otherwise be responsible to any person for providing the protections afforded to clients of Allenby or for advising any other person in respect of the Fundraising or any transaction, matter or arrangement referred to in this document.
Canaccord Genuity Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser to the Company. The responsibilities of Canaccord Genuity Limited as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.
Apart from the responsibilities and liabilities, if any, which may be imposed on Allenby Capital by FSMA or the regulatory regime established thereunder, Allenby Capital has not authorised the contents of, or any part of, this document and neither Allenby Capital nor any of its Representatives make any representation or warranty, express or implied, or accept any responsibility whatsoever, as to, or in relation to, the contents of this document, including its accuracy, completeness or verification, or as to, or in relation to, any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Fundraising. All and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement are accordingly disclaimed. No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
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, and persons needing advice should consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares to be issued pursuant to the Fundraising have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the New Ordinary Shares to be issued pursuant to the Fundraising may decline and investors could lose all or part of their investment; (b) the New Ordinary Shares to be issued pursuant to the Fundraising offer no guaranteed income and no capital protection; and (c) an investment in the New Ordinary Shares to be issued pursuant to the Fundraising 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 Fundraising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Allenby Capital 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 Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; 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 New Ordinary Shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares to be issued pursuant to the Fundraising and determining appropriate distribution channels.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 5 hours ago ASOS
- 5 hours ago MJ Gleeson
- 6 hours ago Rolls-Royce Holdings
- 6 hours ago Crest Nicholson Holdings
- 7 hours ago Naked Wines