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Quadrise Fuels Intnl (QFI)

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Tuesday 02 March, 2021

Quadrise Fuels Intnl

Results of Placing and Open Offer Launch

RNS Number : 7818Q
Quadrise Fuels International PLC
02 March 2021
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

 

2 March 2021

 

Quadrise Fuels International plc

("Quadrise", "QFI", the "Company" and together with its subsidiaries the "Group")

 

Results of Placing and Open Offer Launch

 

Investor Event

 

Quadrise Fuels International, the supplier of MSAR® and bioMSAR™ emulsion technology and fuels, which are low-cost, cleaner alternatives to heavy fuel oil, is pleased to announce the successful results of the Placing announced on 1 March 2021 and to confirm the launch of the Open Offer to Qualifying Shareholders.

 

The Company has conditionally raised total gross proceeds of £ 6.0 million pursuant to the Placing of 222,222,222 Placing Shares at the Placing Price of 2.7 pence per Ordinary Share. The net proceeds of the Placing of approximately £5.5 million are expected to be supplemented by additional proceeds of up to £1.0 million to be raised pursuant to the Open Offer.

 

A circular containing detailed information about the Open Offer, including the terms and conditions and details on how to accept the Open Offer (the "Circular") and an accompanying Application Form (for Qualifying Non-CREST Shareholders) will be posted to Shareholders on 3 March 2021 and will be available from the Company's website at www.quadrisefuels.com from that date.

 

Capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the Circular.

 

Mike Kirk, Chairman of Quadrise, commented:

 

"We are delighted to have received such strong support for the Placing.  We are particularly pleased to welcome significant new institutional investors onto our register as the Company enters an exciting new phase. This is a significant endorsement of our strategy and team.  Having demonstrated positive momentum in a number of key project areas, the funding provided by the Placing positions us favourably to capitalise on the exciting opportunities ahead for MSAR ® and our new renewable fuel, bioMSAR ™" .

 

Open Offer

 

Pursuant to the Open Offer, Qualifying Shareholders will have an opportunity to subscribe for an aggregate of 37,673,598 new Ordinary Shares (the "Open Offer Shares") at 2.7 pence per Open Offer Share on the basis of:

 

1 Open Offer Share for every 30 Existing Ordinary Shares held on the Record Date

 

In addition, the Open Offer presents Qualifying Shareholders with an opportunity, provided that they take up their Basic Entitlements in full, to apply for additional Open Offer Shares through the Excess Application Facility. The Open Offer is conditional, inter alia, on Shareholder approval of the Resolutions at the General Meeting and is not underwritten.

 

If Qualifying Shareholders do not take up all of the Open Offer Shares, the Company and Shore Capital may agree that Shore Capital should use their reasonable efforts to procure subscribers for such Open Offer Shares at the Issue Price. There is no guarantee that this will occur or that Shore Capital would be successful in so procuring any subscribers for such shares.

 

Further details of the Open Offer are set out in the extract from the 'Letter from the Chairman of the Company' below, together with the expected timetable.

 

Director Placing participation and intended Open Offer participation

 

The following Directors and PDMRs of the Company have participated in the Placing and/or intend to participate in the Open Offer as follows:

 

Director/PDMR

Number of Existing Ordinary Shares

Number of Placing Shares subscribed for

Total number Open Offer Shares to be applied for*

Number of Ordinary Shares held on Second Admission**

Mike Kirk

  784,323

-

74,074

858,397

Jason Miles

  3,759,664

-

370,370

4,130,034

Mark Whittle

  - 

129,629

-

129,629

Laurie Mutch

  491,263

-

185,185

676,448

Philip Snaith

  476,262

-

185,185

661,447

David Scott

16,498 

-

74,263

91,121

 

* consisting in the case of all participating Directors/PDMRs of 100% uptake of their Basic Entitlements under the Open Offer and additional applications by each for Excess Shares under the Excess Application Facility.

** assuming that the applications of participating Directors/PDMRs for Excess Shares under the Excess Application Facility are satisfied in full.

 

The notification below, made in accordance with the requirements of the UK Market Abuse Regulation, provides further detail.

Admission and dealings

 

The Placing Shares and the Open Offer Share will, when issued, be credited as fully paid and will rank pari passu in all respects with each other and with the Existing Ordinary Shares.

 

Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ( "First Admission"). Settlement and dealings for the Placing Shares and First Admission are expected to take place on or around 8.00 a.m. on 9 March 2021 (or such later date as may be agreed between Shore Capital, Cenkos and the Company).

 

Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM ( "Second Admission"). Settlement and dealings for the Open Offer Shares and Second Admission are expected to take place on or around 8.00 a.m. on 23 March 2021.

 

The Placing is conditional, inter alia, upon First Admission becoming effective and the placing agreement between the Company, Shore Capital and Cenkos not being terminated in accordance with its terms. The Open Offer is conditional, inter alia, upon First Admission and Second Admission becoming effective.

Total voting rights

 

Following First Admission, the Company will have a total of 1,352,430,186 Ordinary Shares in issue, with no Ordinary Shares held in treasury.  Therefore, following First Admission, this figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

 

Investor Event

 

The Company confirms that Mike Kirk, Chairman, and Jason Miles, CEO  will provide  a live investor presentation relating to the Company via the Investor Meet Company ("IMC") platform on Monday 8 March 2021 at 2.00 p.m. London time. 

 

The Company is committed to ensuring that there are appropriate communication structures for all elements of its shareholder base so that its strategy, business model and performance are clearly understood:

 

· The online presentation is open to all existing and potential shareholders.

 

· Questions can be submitted pre-event via your IMC dashboard or at any time during the live presentation via the "Ask a Question" function. Although the Company may not be in a position to answer every question it receives, it will address the most prominent within the confines of information   already disclosed to the market. Responses to the Q&A from the live presentation will be published at the earliest opportunity on the Investor Meet Company platform.

 

· Investor feedback can also be submitted directly to management post-event to ensure the Company can gather the views of its shareholder base.

 

Investors can sign up to Investor Meet Company for free and add  Quadrise Fuels International plc   via : https://www.investormeetcompany.com/quadrise-fuels-international-plc/register-investor

 

Investors who have already registered and added to meet the Company, will be invited automatically.

 

For further information contact:

 

Quadrise Fuels International Plc

 

Mike Kirk, Chairman

+44 (0)20 7031 7321

Jason Miles, Chief Executive Officer

[email protected]

 

 

Cenkos Securities plc - Nominated Adviser

 

Ben Jeynes

Katy Birkin

+44 (0)20 7397 8900

 

 

Shore Capital Stockbrokers Limited - Bookrunner and Joint Broker

 

Toby Gibbs

Fiona Conroy

+44 (0)20 7408 4090

 

 

 

Peel Hunt LLP - Joint Broker

 

Richard Crichton

+44 (0)20 7418 8900

David McKeown

 

 

 

FTI Consulting - Public & Investor Relations

 

Ben Brewerton

+44 (0)20 3727 1000

Ntobeko Chidavaenzi

 

 

 

Expected Timetable of Principal Events

 

Announcement of the results of the Placing and launch of Open Offer

7.00 am on 2 March 2021

Record Date for the Open Offer

1 March 2021

Publication and posting of the Circular and the Application Form

3 March 2021

Existing Ordinary Shares marked 'ex' by London Stock Exchange

8.00 a.m. on 4 March 2021

Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders

as soon as practicable after 8.00 a.m. on 8 March 2021

First Admission effective and dealings in Placing Shares commence on AIM

8.00 a.m. on 9 March 2021

Expected date for CREST accounts credited in respect of Placing Shares

9 March 2021

Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST

4.30 p.m. on 16 March 2021

Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST

3.00 p.m. on 17 March 2021

Latest time for splitting Application Forms (to satisfy bonafide market claims only)

3.00 p.m. on 18 March 2021

Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)

11.00 a.m. on 22 March 2021

Expected date of announcement of the results of the Open Offer

22 March 2021

Second Admission effective and dealings in Open Offer Shares commence on AIM

8.00 a.m. on 23 March 2021

CREST accounts credited in respect of Open Offer Shares

23 March 2021

Share certificates dispatched for the Placing Shares by

26 March 2021

Share certificates dispatched for the Open Offer Shares by

2 April 2021

 

If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service. All references are to London time unless stated otherwise.

Open Offer

 

Qualifying Shareholders are invited to apply for Open Offer Shares under the Open Offer at the Issue Price of 2.7 pence per Open Offer Share, payable in full on application and free of all expenses, pro rata to their existing shareholdings on the basis of:

 

1 Open Offer Share for every 30 Existing Ordinary Shares

 

held at the Record Date and so on in proportion for any other number of Existing Ordinary Shares then held. Open Offer Entitlements will be rounded down to the nearest whole number of Open Offer Shares. The Issue Price represents a discount of 5.3 per cent. to the closing mid-market price of 2.85 pence per Existing Ordinary Share on 1 March 2021 as derived from the AIM Appendix to the Official List of the London Stock Exchange on 1 March 2021, being the last practicable date prior to this announcement.

 

Qualifying Shareholders are also being given the opportunity, provided that they take up their Open Offer Entitlements in full, to apply for additional Open Offer Shares through the Excess Application Facility. Once subscriptions under the Open Offer Entitlements have been satisfied in full, the Company shall, in its absolute discretion, determine whether to meet any excess applications in full or in part, and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full or in part or at all.

 

The Open Offer is subject to the satisfaction, inter alia, of the following conditions on or before 23 March 2021, or such later date as the Company and Shore Capital may agree:

 

(i)  the Placing and Open Offer Agreement becoming unconditional in all respects in relation to the Open Offer and not having been terminated in accordance with its terms; and

 

(ii)  Second Admission becoming effective.

 

The Open Offer Shares have not been and are not intended to be registered, offered or qualified for sale in any Excluded Jurisdiction. Accordingly, unless otherwise determined by the Company and effected by the Company in a lawful manner, the Application Form will not be sent to Shareholders with registered addresses in any Excluded Jurisdiction since to do so would require compliance with the relevant securities laws of that jurisdiction. Unless otherwise determined by the Company applications from any person in an Excluded Jurisdiction will be deemed to be invalid.

 

The Open Offer Shares will, when issued and fully paid, 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 Second Admission.

 

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Open Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the benefit of the Qualifying Shareholders who do not apply under the Open Offer. The Application Form is not a document of title and cannot be traded or otherwise transferred.

 

Risk Factors

The attention of Shareholders is drawn to the risk factors set out in Part III of the Circular.

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 / person closely associated

 

a)

Name

Mark Whittle

 

2

Reason for the notification

 

a)

Position/status

PDMR (Director)

 

b)

Initial notification/Amendment

Initial Notification

 

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Quadrise Fuels International plc

 

b)

LEI

213800HN2ETG5476U328

 

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

Ordinary shares of 1p each

 

Identification code

GB00BF0YPG76

 

b)

Nature of the transaction

Purchase of Ordinary Shares pursuant to Placing

 

c)

Price(s) and volumes(s)

Price(s)

Volume(s)

 

2.7 pence

129,629

 

d)

Aggregated information

N/A (single transaction)

 

 

Aggregated volume

N/A (single transaction)

 

 

Price

N/A (single transaction)

 

e)

Date of the transaction

1 March 2021

 

f)

Place of the transaction

Outside of a trading venue

 

 

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