RESULTS OF THE PLACING AND PRIMARYBID OFFER
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE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 IRELAND) OR ANY OTHER JURISDICTION OR STATE IN WHICH SUCH RELEASE, 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.
14 JUNE 2021
Draper Esprit plc
("Draper Esprit" or the "Company")
RESULTS OF THE PLACING and PRIMARYBID offer
Draper Esprit (AIM: GROW, Euronext Growth: GRW), a leading venture capital firm investing in and developing high growth digital technology businesses across Europe, is pleased to announce the successful completion of the placing of Ordinary Shares announced earlier today (the "Placing") as well as the offer made by the Company for retail investors in the UK to subscribe for Ordinary Shares via the PrimaryBid platform (the "PrimaryBid Offer").
A total of 13,299,278 new Ordinary Shares (the "Placing Shares") have been placed by Numis and Goodbody (the "Joint Bookrunners") at a price of 800 pence per Placing Share (the "Placing Price"). The Placing was oversubscribed.
In addition, retail investors in the UK have subscribed via the PrimaryBid Offer for a total of 603,500 new Ordinary Shares (the "PrimaryBid Shares") at the Placing Price.
Together, the Placing and PrimaryBid Offer comprise 13,902,778 new Ordinary Shares raising gross proceeds of c.£111 million. The Placing Price represents a premium of c.7.7 per cent. to the last reported NAV per Ordinary Share as at 31 March 2021 of 743 pence and a discount of c.4.6 per cent. to the closing mid-market price of 839 pence per Ordinary Share on 11 June 2021. The total number of Placing Shares and PrimaryBid Shares represent c.10% of the Company's Existing Ordinary Shares.
Application has been made to the London Stock Exchange and the Irish Stock Exchange (trading as Euronext Dublin) for the Placing Shares and the PrimaryBid Shares to be admitted to trading on AIM and Euronext Growth respectively. The Placing Shares and the PrimaryBid Shares will, when issued, 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.
It is expected that Admission will become effective and that dealings in the Placing Shares and the PrimaryBid Shares will commence at 8.00 a.m. on 16 June 2021.
The following Directors participated in the Placing.
|
Name |
Position |
Number of Placing Shares |
Total investment |
|
Martin Davis |
Chief Executive Officer |
12,500 |
£100,000 |
|
Ben Wilkinson |
Chief Financial Officer |
3,750 |
£30,000 |
Total voting rights
Following Admission, the total issued share capital of the Company will be 152,999,853 Ordinary Shares with each share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. The above figure of 152,999,853 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 in their interest in, the share capital of the Company under the applicable legal and regulatory requirements.
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 Placing, unless the context provides otherwise.
Enquiries
|
Draper Esprit plc Martin Davis (Chief Executive Officer) Ben Wilkinson (Chief Financial Officer) |
+44 (0)20 7931 8800 |
|
Numis Securities Nominated Adviser, Joint Global Co-ordinator, Joint Bookrunner, Joint Corporate Broker Richard Thomas Jamie Loughborough Simon Willis |
+44 (0)20 7260 1000 |
|
Goodbody Stockbrokers UC Euronext Growth Adviser, Joint Global Co-ordinator Joint Bookrunner, Joint Corporate Broker Don Harrington Charlotte Craigie Linda Clarke |
+44 (0)20 3841 6202 |
|
Powerscourt (PR) Elly Williamson Jane Glover |
+44 (0)7970 246 725 +44 (0)7961 628 862 |
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, New Zealand or the Republic of South Africa. Subject to certain exemptions, the Shares may not be offered to or sold within Canada, Australia, Japan, New Zealand or the Republic of South Africa or to any national, resident or citizen of Canada, Australia, Japan, New Zealand or the Republic of South Africa.
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 securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or the Republic of South Africa or to any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa.
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 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.
Numis, which is a member of the London Stock Exchange, is authorised and regulated in the UK by the FCA and is acting as nominated adviser to the Company for the purposes of the AIM Rules and as Joint Corporate Broker to the Company in connection with the Placing. 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. Numis' responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company, any Director or to any other person. No representation or warranty, express or implied, is made by Numis as to, and no liability is accepted by Numis in respect of, any of the contents of this announcement.
Goodbody, which is authorised and regulated by the Central Bank of Ireland, is acting as Euronext Growth Adviser for the purposes of the Euronext Growth Rules and Joint Corporate Broker to the Company. Persons receiving this announcement should note that Goodbody is acting exclusively for the Company in connection with the Placing 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 Growth Adviser and Joint Corporate Broker under the Euronext Growth Rules are owed solely to the Irish Stock Exchange (trading as Euronext Dublin) and are not owed 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 Placing, 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 Irish Stock Exchange (trading as Euronext Dublin), the AIM Rules, the Euronext Growth Rules or 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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