Results of Placing

RNS Number : 6624T

Amino Technologies PLC

21 July 2015

 

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 THE UNITED STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

21 July 2015

Amino Technologies PLC

("Amino" or the "Company")

Results of Placing

Further to the announcement released by the Company this morning at 7.00 a.m. (the "Acquisition and Placing Announcement"), the Company is pleased to announce that a total of 16,153,846 Placing Shares have been successfully placed with institutional investors and certain directors of the Company at the Placing Price of 130.0 pence per Placing Share by Canaccord Genuity and finnCap as Joint Bookrunners, raising gross proceeds of £21.0 million (before expenses). The Placing Shares represent approximately 29.9 per cent. of the Existing Voting Rights.

The Placing Shares have been conditionally placed with new and existing shareholders, including the following directors of the Company:

	Current details			Following Completion
Director	Number of Existing Ordinary Shares	% Existing Voting Rights	Number of shares subscribed for pursuant to the Placing	Number of Ordinary Shares	% Enlarged Voting Rights
Thomas Keith Todd	381,983	0.71	38,461	420,444	0.60
Donald Kevin McGarva	317,713	0.59	23,446	341,159	0.49
Julia Elizabeth Hubbard	153,840	0.28	19,230	173,070	0.25
Peter Christopher Morrell Murphy	130,000	0.24	45,000	175,000	0.25

Kestrel Partners LLP¹ ("Kestrel") is a substantial Shareholder in Amino, holding in aggregate 9,865,181 Ordinary Shares of the Company, representing 18.23% of the Existing Voting Rights and, consequently, Kestrel is considered to be a related party of the Company pursuant to Rule 13 of the AIM Rules.

Kestrel is subscribing for 2,923,076 Placing Shares on behalf of its clients at the Placing Price, representing 18.10 per cent. of the Placing. This subscription by Kestrel constitutes a Related Party Transaction for the purposes of the AIM Rules.

The Board considers, having consulted with finnCap, the Company's nominated adviser, that the terms of the subscription for Placing Shares by Kestrel are fair and reasonable insofar as the Company's Shareholders are concerned.

The Placing remains conditional on Shareholder approval at the General Meeting which is expected to be held on or around 10 August 2015 and upon Admission becoming effective. A circular to Shareholders is expected to be posted shortly, including details of the General Meeting and the Resolutions.

Application will be made for the 16,153,846 Placing Shares to be admitted to trading on AIM. Subject to the Resolutions having been passed and the Placing Agreement not having been terminated in accordance with its terms, it is anticipated that admission of the Placing Shares will occur at 8.00 a.m. on or around 11 August 2015. The Placing Shares will be credited as fully paid and rank pari passu with the Existing Ordinary Shares.

Following the issue of the Placing Shares the Enlarged Share Capital will be 74,407,743 (of which 4,139,898 shares are held in treasury) and the number of Ordinary Shares carrying voting rights will be 70,267,845.

Shareholders should use the figure of 70,267,845 Ordinary Shares in the Company, 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 FCA's Disclosure and Transparency Rules.

Defined terms used in this announcement will have the meaning set out in the Acquisition and Placing Announcement.

¹ Representing the direct and indirect interests of the partners of Kestrel Partners LLP, together with interests controlled by Kestrel Partners LLP via discretionary mandates.

For further information please contact:

Amino Technologies PLC	[phone]
Thomas Keith Todd CBE, Chairman
Donald McGarva, Chief Executive Officer
Julia Hubbard, Chief Financial Officer
FTI Consulting LLP (Financial PR)	[phone]
Matt Dixon / Chris Lane / Alex Le May
Canaccord Genuity Limited (Financial Adviser and Joint Bookrunner)	[phone]
Simon Bridges / Piers Coombs / James Craven / Emma Gabriel
finnCap Ltd (NOMAD and Joint Bookrunner)	[phone]
Stuart Andrews / Matt Goode / Carl Holmes (Corporate Finance) Simon Johnson (Corporate Broking)

Important notice

This announcement, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, the Republic of South Africa, Australia, Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent (i) registration under the US Securities Act of 1933, as amended (the "Securities Act") or (ii) an available exemption from registration under the Securities Act. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing is being made (i) outside the United States in offshore transactions (as defined in Regulation S under the Securities Act ("Regulation S")) meeting the requirements of Regulation S under the Securities Act; and (ii) to a limited number of "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act who have executed and delivered a United States investor representation addressed to the Company and the Joint Bookrunners substantially in the form agreed between the Company and the Joint Bookrunners, in transactions that are exempt from or not subject to the registration requirements of the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, the Republic of South Africa, Australia, Japan or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, Canaccord Genuity Limited, finnCap Ltd or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

This announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in article 2.1(e) of the Prospective Directive (Directive 2003/71/EC) as amended, (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of FSMA or (C) otherwise to persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this announcement, you represent and agree that you are a Relevant Person.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the Financial Conduct Authority of the United Kingdom (the "FCA"), London Stock Exchange plc or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this announcement of the price at which the ordinary shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast 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.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting for Amino and for no one else in connection with the Placing and will not be responsible to anyone other than Amino for providing the protections afforded to clients of Canaccord Genuity Limited or for affording advice in relation to the Placing, or any other matters referred to herein.

finnCap Ltd, which is authorised and regulated in the United Kingdom by the FCA, is acting for Amino and for no one else in connection with the Placing and will not be responsible to anyone other than Amino for providing the protections afforded to clients of finnCap Ltd or for affording advice in relation to the Placing, or any other matters referred to herein.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

 

END

 

 

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