Open Offer

RNS Number : 6759I

ADVFN PLC

06 December 2022

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA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 OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE EU REGULATION 596/2014 AS IT FORMS PART OF THE UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

6 December 2022

ADVFN plc

("ADVFN" or the ''Company'')

OPEN OFFER AT AN ISSUE PRICE OF 33 PENCE PER ORDINARY SHARE

AND ONE OPEN OFFER WARRANT FOR EVERY THREE OPEN OFFER SHARES

ADVFN plc is announcing a proposed equity fundraise of up to approximately £6.82 million, before expenses, through an Open Offer.

The Company is providing an opportunity for Qualifying Shareholders to subscribe at an Issue Price of 33 pence per Open Offer Share on the basis of 11 Open Offer Shares for every 14 Existing Ordinary Shares for an aggregate of up to 20,676,322 Open Offer Shares to raise up to approximately £6.82 million (before expenses). Qualifying Shareholders may also apply for Excess Shares through an Excess Application Facility. To the extent there are Open Offer Shares that are not taken up by Qualifying Shareholders through the Open Offer and the Excess Application Facility, the Company is in discussions with new investors who have indicated an interest in subscribing for such Open Offer Shares at the Issue Price. The Open Offer is not being underwritten.

In addition, the Company will issue the Open Offer Warrants to all Qualifying Shareholders under the Open Offer on the basis of one (1) Open Offer Warrant for every three (3) Open Offer Shares successfully subscribed for. Holders of Open Offer Warrants may exercise the Open Offer Warrants at an exercise price of sixty pence (£0.60) per Ordinary Share on or before 6 December 2026.

The Open Offer is conditional on Admission and the Company raising at least £2 million from existing shareholders and from new investors.

The expected timetable of principal events is set out in Appendix I of this Announcement.

A Circular containing details of the Open Offer and (for Qualifying Non-CREST Shareholders) an Open Offer Application Form will be despatched to Shareholders shortly and will be available after that time on the Company's website at https://advfnplc.com.

The expected timetable of principal events is set out in Appendix I to this Announcement and details of the Open Offer are set out in Appendix II to this Announcement. Set out below in Appendix III to this Announcement is an adapted extract from the Circular that is proposed to be sent to Shareholders by close of business on 6 December 2022 and also published on the Company's website. Capitalised terms have the meaning set out in Appendix IV.

A copy of this announcement is available on the Company's website, www.advfnplc.com.

For further information please contact:

ADVFN plc Amit Tauman (CEO)	[phone]
Beaumont Cornish Limited (Nominated Adviser) Michael Cornish Roland Cornish	[phone]
Peterhouse Capital Limited (Broker) Eran Zucker	[phone]

IMPORTANT NOTICES

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is the Company's nominated adviser for the purposes of the AIM Rules. Beaumont Cornish is acting exclusively for the Company and will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the contents of this document or any other matter referred to herein. Beaumont Cornish's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed to the London Stock Exchange and not to any other person and in particular, but without limitation, in respect of their decision to acquire Open Offer Shares or Open Offer Warrants in reliance on any part of this announcement. Beaumont Cornish has not authorised the contents of this announcement for any purpose and no liability whatsoever is accepted by Beaumont Cornish nor does it make any representation or warranty, express or implied, as to the accuracy of any information or opinion contained in this announcement or for the omission of any information. Beaumont Cornish expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.

Peterhouse House Capital Limited ("Peterhouse"), which is authorised and regulated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is the Company's broker for the purposes of the AIM Rules. Peterhouse is acting exclusively for the Company and will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the contents of this announcement or any other matter referred to herein. Peterhouse has not authorised the contents of this announcement for any purpose and no liability whatsoever is accepted by Peterhouse nor does it make any representation or warranty, express or implied, as to the accuracy of any information or opinion contained in this announcement or for the omission of any information. Peterhouse expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.

No representation, responsibility or warranty, expressed or implied, is made by ADVFN plc, Beaumont Cornish, Peterhouse or any of their respective directors, officers, employees or agents as to any of the contents of this announcement in connection with the Open Offer or any other matter referred to in this announcement.

Notice to overseas persons

The distribution of this announcement, the Open Offer Document and/or the Application Form in jurisdictions other than the United Kingdom may be restricted by applicable laws or regulations. This announcement does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe for or buy Open Offer Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation.

Neither the Open Offer Shares nor the Open Offer Warrants have been, and will not be, registered under the Securities Act or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, Japan or Republic of South Africa.

In respect of the offering in Israel of the securities offered hereunder, this Open Offer Document has not been approved by the Israeli Securities Authority, and that any offer in Israel is limited exclusively to special types of investors enumerated in the first schedule of the Israeli Securities Law, 5728-1968 (known as "Qualified Investors") and to certain non-qualified investors, as permitted under such Law. Further, the Company may require, as a condition to the purchase of the offered securities by an Israeli offeree, that such offeree executes additional agreements and certifications, and provides such additional information, as may be required to comply with Israeli law. This announcement may not be reproduced or used for any other purpose, nor be furnished to any person in Israel other than those to whom copies have been specifically provided by the Company. By purchasing securities offered hereunder, any such offeree confirms that it is purchasing the same for its own benefit and account, and not with the aim or intention of distributing or offering such securities to other parties. All offerees are encouraged to seek competent investment advice from a locally licensed investment advisor prior to making any investment.

Neither the Open Offer Shares nor the Open Offer Warrants have been and will not be registered under the United States Securities Act of 1933, as amended, or under the applicable securities laws of any state or other jurisdiction of the United States or qualified for distribution under any applicable securities laws in any other Restricted Jurisdiction. The Open Offer Shares may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, within, into or in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. The Open Offer Shares and Open Offer Warrants are being offered and sold either: (i) outside the United States in offshore transactions within the meaning of, and in accordance with, the safe harbour from the registration requirements in Regulation S under the Securities Act; or (ii) in the United States in private placement transactions not involving any public offering in reliance on the exemption from the registration requirements of Section 5 of the Securities Act provided by Section 4(2) under the Securities Act or another applicable exemption therefrom. There will be no public offer of the Open Offer Shares in the United States.

None of the Open Offer Shares or Open Offer Warrants, the Application Form, this announcement nor any other document connected with the Open Offer has been nor will be approved or disapproved by the United States Securities and Exchange Commission nor by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, nor have any of the foregoing authorities or any securities commission passed upon or endorsed the merits of the offering of the Open Offer Shares nor Open Offer Warrants, the Application Form or the accuracy nor adequacy of this announcement nor any other document connected with the Open Offer. Any representation to the contrary is a criminal offence.

The ability of Qualifying Shareholders to participate in the Open Offer may be restricted in certain jurisdictions. The attention of Overseas Shareholders is drawn to paragraph 6 of Part III "Terms and conditions of the Open Offer" of the Open Offer Document.

APPENDIX I

EXPECTED TIMETABLE FOR THE OPEN OFFER

	2022
Record Date for the Open Offer	5.00 p.m. on 5 December
Announcement of the Open Offer	7.00 a.m. on 6 December
Publication and posting of this document, and, in respect of Qualifying Non-CREST Shareholders, the Application Form	6 December
Publication of notice of the Open Offer in the London Gazette	6 December
Existing Ordinary Shares marked "ex" by the London Stock Exchange	8.00 a.m. on 6 December
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders or as soon possible thereafter	8.00 a.m. on 7 December
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on 15 December
Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST	3.00 p.m. on 16 December
Latest time and date for splitting Application Forms (to satisfy bona fide market claims in relation to Open Offer Entitlements only)	3.00 p.m. on 19 December
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of the relevant CREST instructions (as appropriate)	11.00 a.m. on 21 December
Announcement of results of Open Offer	7.00 a.m. on 22 December
Expected date when Admission is effective and dealings in the Open Offer Shares on AIM	8.00 a.m. on 23 December
Open Offer Shares credited to CREST stock accounts	23 December
Expected date for crediting of the Open Offer Warrants in uncertificated form to CREST	23 December
Despatch of definitive share certificates in respect of Open Offer Shares and warrant certificates in respect of Open Offer Warrants to be issued in certificated form	Week commencing 2 January 2023

Notes:

(i)  References to times in this document are to London time (unless otherwise stated).

(ii)  If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to an RIS.

(iii)  The timing of the events in the above timetable and in the rest of this document is indicative only.

(iv)  In order to subscribe for Open Offer Shares under the Open Offer, Qualifying Shareholders will need to follow the procedure set out in Part III "Terms and conditions of the Open Offer" of this document and, where relevant, complete the accompanying Application Form. If Qualifying Shareholders have any queries on the procedure for acceptance and payment, or wish to request another Application Form, they should contact Neville Registrars on 0121 585 1131 or if calling from outside the UK on [phone]. Calls to the Neville Registrars' help lines are charged at your provider's standard rates for national or, as the case may be, international calls. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Neville Registrars cannot provide advice on the merits of the Open Offer nor give any financial, legal or tax advice.

APPENDIX II

OPEN OFFER STATISTICS

Closing mid-market price per Existing Ordinary Share on 5 December 2022		47.5 pence
Issue Price	33 pence
Discount to market price of 47.5 pence per Existing Ordinary Share1	30.5 per cent.
Number of Existing Ordinary Shares in issue	26,315,319
Number of Open Offer Shares to be offered for subscription by Qualifying Shareholders	20,676,322
Expected proceeds of the Open Offer (before expenses)2	£6.82 million
Enlarged Issued Share Capital following Admission2	46,991,641
Estimated net proceeds of the Open Offer2	£6.68 million
Open Offer statistics
Basic Entitlement under the Open Offer	11 Open Offer Shares for every 14 Existing Ordinary Shares
Percentage of Enlarged Issued Share Capital represented by the Open Offer Shares2	44.0 per cent.
Open Offer Basic Entitlements ISIN	GB00BPG41528
Open Offer Excess Entitlements ISIN	GB00BPG41635
LEI	21380042SDV1E1ZVIY40
Open Offer Warrant statistics
Number of Open Offer Warrants to be issued	6,892,107
Exercise price per share under each Open Offer Warrant	60 pence
Basis of Open Offer Warrants	One Open Offer Warrant for every three Open Offer Shares subscribed

Notes:

1.  Based on the closing mid-market price on 5 December 2022, being the last practicable date prior to the publication of this announcement

2.  Assuming full subscription under the Open Offer

APPENDIX III

EXTRACT FROM THE COMPANY'S CIRCULAR TO SHAREHOLDERS

LETTER FROM THE NON-EXECUTIVE CHAIR OF ADVFN PLC

(incorporated and registered in England and Wales under number 02374988)

Directors:  Registered Office:

Lord David Gold, Non-Executive Chair  Suite 28 Ongar Business Centre

Amit Tauman, Chief Executive Officer  The Gables. Fyfield Road

Jonathan Mullins, Chief Financial and Technical Officer  Ongar, England

Matthew Collom, Executive Director (Sales)  CM5 0GA

Anthony Wollenberg, Non-Executive Director

6 December 2022

Dear Shareholder

OPEN OFFER AT AN ISSUE PRICE OF 33 PENCE PER ORDINARY SHARE AND ONE OPEN
OFFER WARRANT FOR EVERY THREE OPEN OFFER SHARES

1.  Introduction

The Company wishes to undertake an Open Offer and is providing an opportunity for Qualifying Shareholders to subscribe at an Issue Price of 33 pence per Open Offer Share on the basis of 11 Open Offer Shares for every 14 Existing Ordinary Shares for an aggregate of up to 20,676,322 Open Offer Shares to raise up to approximately £6.82 million (before expenses).

Qualifying Shareholders may also apply for Excess Shares through an Excess Application Facility. To the extent there are Open Offer Shares that are not taken up by Qualifying Shareholders through the Excess Application Facility, the Company is in discussions with new investors who have indicated an interest in subscribing for such Open Offer Shares at the Issue Price. The Open Offer is not being underwritten.

In addition, the Company will issue the Open Offer Warrants to all Qualifying Shareholders under the Open Offer on the basis of one (1) Open Offer Warrant for every three (3) Open Offer Shares successfully subscribed for. Holders of Open Offer Warrants may exercise the Open Offer Warrants at an exercise price of sixty pence (£0.60) per Ordinary Share any time on or before 6 December 2026.

The net proceeds of the Fundraise will be used by the Company as follows.

If the Company raises the minimum amount of at least £2 million, it will utilise these funds to develop new products and tools, including a new user facing mobile app, as well as improving and enhancing the Company's existing offering with a focus on design and user experience as well as strengthening the balance sheet and providing working capital.

Any additional amounts raised by the Company through the Fundraise will be used to develop a more comprehensive offering of products, content, marketing and international expansion to new strategic territories.

Further details on the Company's strategic objectives are set out in paragraph 2 of this Part I.

In addition to the Open Offer and subject to Board approval, the Company is considering implementing a new share scheme for employees of the Company.

2.  Strategic objectives

The Directors have identified three key areas for the Company to develop over the next 24 to 36 months using the proceeds of the Open Offer. The strategic objectives primarily focus on growing the Company's core businesses while also allowing Company to explore related business areas.

· Improving the existing platform: A refresh and re-design of the Company's platform to create a data driven culture to increase activity on the Company's website and help to foster better investor relations.

· Growing the investor community: To grow its subscription base, the Company intends to utilise the proceeds of the Open Offer to develop new social interaction tools that will allow investors to be better connected across the Company's platform.

· International expansion and joint ventures: The Company may seek to explore certain acquisitions to complement its existing offering to day traders and retail investors. The Company intends to partner with either media owners from the private investor sector to create a site offering IPO and investment opportunities targeted at private investors, or to form a joint venture with a proven business model regarding investor relations. The Company is proactive in evaluating acquisition opportunities from time to time, however the Company is not currently pursuing any specific acquisitions or joint ventures.

3.  Details of the Open Offer

The Company is conditionally raising up to £6.82 million (before expenses) pursuant to the Open Offer (assuming full take up of the Open Offer) through the issue of up to 20,676,322 Open Offer Shares at the Issue Price of 33 pence per Open Offer Share.

Qualifying Shareholders may apply for their Open Offer Entitlement under the Open Offer pro rata to their holdings of Existing Ordinary Shares as at the Record Date at the Issue Price on the following basis:

11 Open Offer Shares for every 14 Existing Ordinary Shares held

The Issue Price of 33 pence per Open Offer Share represents a discount of approximately 30.5 per cent. to the closing price on the Latest Practicable Date, and a discount of approximately 36.2 per cent. to the volume weighted average price of 51.75 pence per Ordinary Share for the 90-day period to 5 December 2022. In setting the Issue Price, the Directors have considered the process by which the Open Offer Shares need to be offered to Qualifying Shareholders to ensure the success of the Open Offer and raise a significant level of equity compared to the market capitalisation of the Company. The Directors believe that both the Issue Price and the discount are appropriate.

Any Open Offer Shares not applied for by Qualifying Shareholders will be available to other Qualifying Shareholders, provided they have taken up their Open Offer Entitlement in full, under the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for further Open Offer Shares in excess of their Open Offer Entitlement.

To the extent there are Open Offer Shares that are not taken up by Qualifying Shareholders through the Excess Application Facility, the Company is in discussions with new investors who have indicated an interest in subscribing for such Open Offer Shares at the Issue Price. The Open Offer is not being underwritten.

The attention of Overseas Shareholders is drawn to paragraph 6 of Part III "Terms and conditions of the Open Offer" of this document. The Open Offer will be made to Overseas Shareholders by means of a notice in the London Gazette.

Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings will commence at 8.00 a.m. on 23 December 2022. Further information in respect of settlement and dealings in the Open Offer Shares is set out in Part III "Terms and conditions of the Open Offer" of this document.

Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Open Offer Shares with fractional entitlements being aggregated and made available under the Excess Application Facility.

Valid applications by Qualifying Non-CREST Shareholders will be satisfied in full up to their Open Offer Entitlements as shown on the Application Form.

Applicants can apply for less or more than their entitlements under the Open Offer, but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisfied as this will depend in part on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. If applications under the Excess Application Facility are received for more than the total number of Open Offer Shares available following take up of Open Offer Entitlements, the Excess Shares will be scaled back in such manner as the Directors may determine in their absolute discretion and no assurance can be given that excess applications by Qualifying Shareholders will be met in full or in part or at all.

Qualifying Shareholders should be aware that the Open Offer is not a rights issue. Qualifying Non-CREST Shareholders should also note that their respective Application Forms are not negotiable documents and cannot be traded. Open Offer Shares not applied for under the Open Offer will not be sold in the market for the benefit of those who do not apply under the Open Offer.

An application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that such Open Offer Entitlements will be credited to CREST on 7 December 2022. The Open Offer Entitlements will be enabled for settlement in CREST until 11.00 a.m. on 21 December 2022. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona fide market claims. The Open Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST applications and payment in respect of the Open Offer is 11.00 a.m. on 21 December 2022.

The Open Offer is conditional on Admission and the Company raising at least £2 million from existing shareholders and from new investors to the extent there are any Open Offer Shares that are not taken up by Qualifying Shareholders through the Excess Application Facility. It is expected that Admission will occur and dealings in the Open Offer Shares will commence on or around 8.00 a.m. on 23 December 2022.

Accordingly, if the conditions to the Open Offer are not satisfied or waived (where capable of waiver), the Open Offer will not proceed and the Open Offer Shares and Open Offer Warrants will not be issued and all monies received by the Receiving Agent will be returned to the applicants (at the applicant's risk and without interest) as soon as possible, but within 14 days thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled.

The Open Offer Shares will be fully paid and shall rank pari passu in all respects with all other Ordinary Shares then in issue, including the right to receive all dividends and other distributions declared, made or paid after the date of their allotment.

Two of the Company's largest shareholders, Mr Yair Tauman and Mr Amit Tauman (together the Taumans), together hold Ordinary Shares representing 19.22 per cent. of the Company's issued share capital. As one of the Company's subsidiaries, All IPO plc, is regulated by the FCA, the Taumans have obtained approval under section 185 of the Financial Services and Markets Act 2000 to hold up to 20 per cent. of the Company's issued share capital. As, under the Open Offer, the Taumans intend to subscribe for Ordinary Shares that could result in them collectively holding in excess of 20 per cent. of the Company's issued share capital, the Taumans have applied to the FCA for further approval to hold up to 29.9 per cent. of the Company's issued share capital (the FCA Approval). The Taumans and the Company have agreed that the number of Ordinary Shares issued to the Tauman's under the Open Offer (including through the Excess Application Facility) shall be limited to such number of Ordinary Shares that will result in the Taumans holding no more than 20 per cent. of the Company's issued share capital with the issue of the balance of any Ordinary Shares subscribed for by the Taumans being conditional upon the receipt of the FCA Approval.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, are contained in Part III "Terms and conditions of the Open Offer" of this document and on the accompanying Application Form.

Excess Application Facility

The Excess Application Facility will enable Qualifying Shareholders, provided that they take up their Open Offer Entitlement in full, to apply for Excess Shares.

Qualifying Non-CREST Shareholders who wish to apply to acquire more than their Open Offer Entitlement should complete the relevant sections on the Application Form. Qualifying CREST Shareholders will have Excess CREST Open Offer Entitlements credited to their stock account in CREST and should refer to paragraph 3.2(k) of Part III - Terms and conditions of the Open Offer of this Document for information on how to apply for Excess Shares pursuant to the Excess Application Facility.

Excess Shares will be available only and to the extent that other Qualifying Shareholders do not make applications for their Open Offer Entitlements or make applications for less than their total Open Offer Entitlements. Once the Company has satisfied the subscriptions by Qualifying Shareholders under their respective Open Offer Entitlements, the Company will reduce the applications for Excess Shares pro rata to the number of Excess Shares which Qualifying Shareholders apply for under the Excess Application Facility.

If applications are made for less than all of the Open Offer Shares available, then the lower number of Open Offer Shares will be issued, and any outstanding Open Offer Entitlements will lapse.

No allocations of Open Offer Shares will be made to Qualifying Shareholders where such Open Offer Shares would result in any person or persons acquiring or increasing control of the Company within the meaning given in sections 181 and 182 of FSMA, without the relevant regulatory approval of such acquisition or increase of control having first been obtained and not having expired prior to such exercise. Unless the Company is satisfied that such valid approval has been obtained, the Company will reduce the allocations for Open Offer Shares to relevant Qualifying Shareholders such that there is no such acquisition or increase in control of the Company within the meaning given in sections 181 and 182 of FSMA.

Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in Part III - Terms and Conditions of the Open Offer and Part IV - Questions and answers about the Open Offer of this document.

Open Offer Warrants

The Company will issue the Open Offer Warrants to Qualifying Shareholders on the basis of one Open Offer Warrant for every three Open Offer Shares subscribed for, provided that any fractional entitlements shall be ignored. The Company may issue Open Offer Warrants over up to 6,892,107 Ordinary Shares under the Open Offer.

Holders of Open Offer Warrants may exercise the Open Offer Warrants at any time on or before 6 December 2026 at an exercise price of 60 pence per Ordinary Share. Open Offer Warrants which are not exercised on or before 6 December 2026 date shall lapse.

Upon exercise of the Open Offer Warrants, the resulting Open Offer Shares will be subject to the Articles, be credited as 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 their date of issue.

4.  Effect of the Open Offer

Upon Admission, and assuming full take up of the Open Offer Shares, the Enlarged Issued Share Capital is expected to be 46,991,641 Ordinary Shares (excluding treasury shares). On this basis, the Open Offer Shares will represent approximately 44.0 per cent. of the Enlarged Issued Share Capital.

5.  Trading update

On 6 December 2022, the Company published its audited financial statements for the year ended 30 June 2022 which included a review in which the Chief Executive Officer reported that despite a challenging economic environment, in the first half of the financial year the Company maintained operational profit. However, in the second half of the year ended 30 June 2022 the Company encountered a number of challenges, including worsening market conditions, changes to Google search algorithms and changes in senior management and Board composition. This led to a decline in revenue from sales and one-off settlement costs. As announced in June 2022, advertising sales were disappointing reflecting among other things a softer market for financial media and at an operational level the Company was loss making. These challenges continued into the first quarter of the financial year ending June 2023 with operational losses similar to those of the last quarter of the prior financial year.

As further set out in the audited accounts for the year ended 30 June 2022, the Chief Executive reported that changes in senior management and Board composition had created an opportunity to revisit and challenge many of the operations, the organisational structure, and offerings. The Company has focused its efforts in defining the long-term strategy and detailing the growth engines and roadmap. In addition, the Company has put great emphasis on empowering and engaging its employees around the world with its mission and vision. The Company has focused on users' experience and is creating a data driven infrastructure and culture to enhance and support it. The Board is excited, committed, and confident that this new and dynamic mindset will drive prospects and growth.

Looking ahead to the next calendar year, the Company is putting a firm emphasis on user interface and user experience including the introduction of new real time tools and content. The Company aims to build a strong and sustainable market-leading financial community. In addition to continued optimisation of its business, with focus on execution and enhancement of its core offering, the Company is taking actions to maintain margin and strong cash flow generation. The Company is constantly reviewing its cost structure and has already adjusted staffing levels for less profitable parts of the business. The Company also aims to optimise its exchange and license fee costs. The Company adjusted subscription pricing and will be optimising the subscription funnel further in the new year. The Company has a number of new products in development that will be released in 2023 which are expected to revitalise the subscription offering. The Company will continue to look for efficiency opportunities across its organisation and will capitalise on investments that position it for long-term sustainable growth.

6.  In respect of the Open Offer

The latest time for applications under the Open Offer to be received is 11.00 a.m. on 21 December 2022. The procedure for application and payment depends on whether, at the time at which application and payment is made, you have an Application Form in respect of your entitlement under the Open Offer or have Open Offer Entitlements credited to your stock account in CREST in respect of such entitlement.

If you are a Qualifying Non-CREST Shareholder you will have received an Application Form which gives details of your Basic Entitlement under the Open Offer (as shown by the number of the Open Offer Entitlements allocated to you). If you wish to apply for Open Offer Shares under the Open Offer, you should complete the accompanying Application Form in accordance with the procedure for application set out in Part III "Terms and conditions of the Open Offer" of this document and on the Application Form itself. The completed Application Form, accompanied by full payment, should be returned by post or by hand (during normal business hours only) Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom, B62 8HD so as to arrive as soon as possible and in any event no later than 11.00 a.m. on 21 December 2022.

If you are a Qualifying CREST Shareholder, no Application Form is enclosed but you will receive a credit to your appropriate stock account in CREST in respect of the Open Offer Entitlements representing your Basic and Excess Entitlements under the Open Offer. You should refer to the procedure for application set out in Part III "Terms and conditions of the Open Offer" of this document. The relevant CREST instruction must have settled by no later than 11.00 a.m. on 21 December 2022.

If you are in any doubt as to what action you should take, you should immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

7.  Overseas Shareholders

Information for Shareholders who have registered addresses outside the United Kingdom, who are citizens or residents of countries other than the United Kingdom or who are US persons, appears in paragraph 6 of Part III "Terms and conditions of the Open Offer" of this document, which sets out the restrictions applicable to such persons. If you are an Overseas Shareholder, it is important that you read that part of this document.

The notice in the London Gazette referred to in paragraph 10 of Part III - Terms and Conditions of the Open Offer of this document will state where an Application Form may be inspected or obtained. Any person with a registered address, or who is resident or located, in any Restricted Jurisdiction who obtains a copy of this document or an Application Form is required to disregard them, except with the consent of the Company.

Notwithstanding any other provision of this document or the Application Form, the terms of the Open Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by the Company in its absolute discretion.

In addition, Overseas Shareholders should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to purchase or subscribe for New Shares.

8.  Risk factors and additional information

Shareholders are advised to read the whole of this document and not rely solely on the summary information presented in this letter. The attention of Shareholders is drawn to the risk factors set out in Part II ("Risk factors") and the information contained in Part III "Terms and conditions of the Open Offer" of this document, which provide additional information on the Open Offer and details of the action to be taken if you wish to subscribe for Open Offer Shares.

Amit Tauman intends to subscribe for his Basic Entitlement in full and to apply for Excess Shares under the Excess Application Facility for in aggregate 2,913,446 Offer Shares, amounting to £961,437 in aggregate. Jon Mullins and Matthew Collom do not intend to subscribe for any Offer Shares. Lord Gold and Tony Wollenberg do not have any current interest in the Existing Ordinary Shares.

Yours faithfully

Lord David Gold

Non-Executive Chair of ADVFN plc

APPENDIX IV

Definitions

The following definitions apply throughout this Announcement unless the context requires otherwise or unless it is otherwise specifically provided:

"Admission"	the admission of the Open Offer Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"AIM"	the market of that name operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange from time to time
"Announcement"	the announcement of the Open Offer made by the Company on 6 December 2022
"Application Form"	the personalised application form accompanying this document (where appropriate) pursuant to which Qualifying Non-CREST Shareholders (other than certain Overseas Shareholders) may apply to subscribe for Open Offer Shares under the Open Offer
"Basic Entitlement"	the entitlement of Qualifying Shareholders to apply for Open Offer Shares on the basis of 11 Open Offer Shares for every 14 Existing Ordinary Share held and registered in their names on the Record Date
"Beaumont Cornish"	Beaumont Cornish Limited, nominated adviser to the Company
"Business Day"	any day on which banks are usually open for business in England and Wales for the transaction of sterling business, other than a Saturday, Sunday or public holiday
"certificated" or "in certificated form"	an Existing Ordinary Share or an Ordinary Share recorded on the Company's share register as being held in certificated form (namely, not in CREST)
"Company", "ADVFN"	ADVFN plc, a company incorporated in England and Wales under the Companies Act 1985 with registered number 02374988
"CREST" or "CREST system"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations)
"CREST Manual"	the compendium of documents entitled "CREST Manual" issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, the CREST Rules, the CSS Operations Manual and the CREST Glossary of Terms
"CREST Member"	a person who has been admitted by Euroclear as a system participant (as defined in the CREST Regulations)
"CREST Member account ID"	the identification code or number attached to a member account in CREST
"CREST Participant"	a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations)
"CREST participant ID"	shall have the meaning given in the CREST Manual issued by Euroclear
"CREST payment"	shall have the meaning given in the CREST Manual issued by Euroclear
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI2001/3755)
"CREST sponsor"	a CREST Participant admitted to CREST as a CREST sponsor
"CREST sponsored member"	a CREST Member admitted to CREST as a sponsored member (which includes all CREST personal members)
"Directors" or "Board"	the directors of the Company or any duly authorised committee thereof
"Enlarged Issued Share Capital"	the issued ordinary share capital of the Company immediately following Admission (assuming full subscription under the Open Offer)
"EU"	the European Union
"Euroclear"	Euroclear UK & International Limited, the operator of CREST
"Excess Applications"	any applications for Excess Shares pursuant to the Excess Application Facility
"Excess Application Facility"	the facility for Qualifying Shareholders to apply for Excess Shares in excess of their Basic Entitlements subject to the terms and conditions set out in Part III "Terms and conditions of the Open Offer" of this document
"Excess CREST Open Offer Entitlements"	in respect of each Qualifying CREST Shareholder who has taken up his Basic Entitlement in full, the entitlement (in addition to the Basic Entitlement) to apply for Excess Shares up to the number of Open Offer Shares credited to his stock account in CREST pursuant to the Excess Application Facility, which may be scaled back in accordance with the provisions of this document
"Excess Shares"	Open Offer Shares which a Qualifying Shareholder is entitled to apply for in addition to the Basic Entitlement by virtue of the Excess Application Facility
"Ex-entitlement Date"	the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, expected to be 8.00 a.m. on 6 December 2022
"Existing Ordinary Shares"	the 26,315,319 Ordinary Shares in issue as at the Record Date
"FCA"	the Financial Conduct Authority
"FSMA"	the Financial Services and Markets Act 2000
"Fundraise"	the Open Offer and any subsequent offer of the Open Offers shares to new investors
"Group"	ADVFN plc and its subsidiary undertakings
"ISIN"	International Securities Identification Number
"Issue Price"	33 pence per Open Offer Share
"Latest Practicable Date"	5 December 2022
"London Stock Exchange"	London Stock Exchange plc or the Market Abuse Regulation (2014/596/EU) (incorporating the "MAR")
"Market Abuse Regulation"	technical standards, delegated regulations and guidance notes, published by the European Commission, London Stock Exchange, the FCA and the European Securities and Markets Authority) as it applies in the UK by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time
"Member Account ID"	the identification code or number attached to any member account in CREST
"Money Laundering Regulations"	the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended), the money laundering provisions of the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and the Criminal Finances Act 2017
"Open Offer"	the conditional invitation to be made by the Company to Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in this document and, in the case of Qualifying Non-CREST Shareholders, in the Application Form that will accompany this document
"Open Offer Entitlement"	the pro rata basic entitlement of a Qualifying Shareholder, pursuant to the Open Offer, to apply to subscribe for 11 Open Offer Share for every 14 Existing Ordinary Shares registered in its name as at the Record Date
"Open Offer Shares"	up to 20,676,322 shares to be issued and allotted by the Company to Qualifying Shareholders pursuant to the Open Offer
"Ordinary Shares"	ordinary shares of 0.2 pence each in the capital of the Company
"Overseas Shareholders"	holders of Existing Ordinary Shares who are neither resident in, nor have a registered address in, the UK
"Open Offer Warrants"	warrants to subscribe for up to 6,892,107 Open Offer Shares at a price of 60 pence, to be issued to Qualifying Shareholders participating in the Open Offer on the basis of one Open Offer Warrant for every three Open Offer Shares subscribed under the Open Offer
"Participant ID"	the identification code or membership number used in CREST to identify a particular CREST Member or other CREST Participant
"Peterhouse"	Peterhouse Capital Limited
"Qualifying CREST Shareholders"	Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in uncertificated form
"Qualifying Non-CREST	Qualifying Shareholders whose Existing Ordinary Shares on the
Shareholders "	register of members of the Company on the Record Date are held in certificated form
"Qualifying Shareholders"	Shareholders on the register of members of the Company on the Record Date with the exclusion (subject to exemptions) of persons with a registered address or located or resident in a Restricted Jurisdiction
"Receiving Agent" or "Registrar"	Neville Registrars Limited, a limited company registered in England and Wales (No. 04770411) with its registered office at Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom, B62 8HD
"Record Date"	the record date in relation to the Open Offer being 5.00 p.m. on 5 December 2022
"Regulatory Information Service"	one of the regulatory information services authorised by the FCA acting in its capacity as the UK listing authority to receive process and disseminate regulatory information
"Restricted Jurisdiction"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure for the Company if information or documentation concerning the proposals set out in this document is sent or made available to Shareholders in that jurisdiction including, without limitation, the United States of America, Canada, Australia, Japan and the Republic of South Africa
"Securities Act"	the United States Securities Act of 1933, as amended
"Shareholders"	the holders of Ordinary Shares (as the context requires) at the relevant time
"uncertificated" or "in uncertificated form"	recorded on the relevant register of Ordinary Shares as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" or "USA"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other area subject to its jurisdiction
"US Person"	has the meaning set out in Regulation S of the Securities Act
"USE"	unmatched stock event
"USE Instruction"	unmatched stock event instruction which, on its settlement, will have the effect of crediting a stock account of the Registrars under the participant ID and member account ID specified in paragraph 3 of Part III of this document, with a number of Open Offer Entitlements or Excess CREST Open Offer Entitlements corresponding to the number of Open Offer Shares applied for /has the meaning given in paragraph 3.2 of Part III "Terms and conditions of the Open Offer" of this document
"£", "poundssterling", "pence" or "p"	are references to the lawful currency of the United Kingdom

ENDS

 

END

 

 

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