Result of Placing and Completed Sale of Shares

RNS Number : 5252H

CAP-XX Limited

04 August 2021

 

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, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN CAP-XX LIMITED OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF CAP-XX LIMITED.

4 August 2021

CAP-XX Limited

("CAP-XX", or the "Company")

Result of Proposed Placing and

Completed Sale of Sale Shares

Further to the announcement made on 3 August 2021 by the Company in connection with the proposed placing to raise gross proceeds of up to £2.84 million (the "Placing Announcement"), CAP-XX, a world leader in the design and manufacture of supercapacitors and energy management systems, announces that it has conditionally raised total gross proceeds of £2.84 million before expenses by way of a placing of New Shares at an Issue Price of 5.5 pence per New Share following the closing of the Bookbuild, which was significantly oversubscribed. The Issue Price represents a 11.29 per cent. discount to the closing mid-market price per Ordinary Share on 2 August 2021.

A total of 51,629,100 New Shares were placed with institutional investors. The placing of New Shares is conditional upon, among other things, Admission becoming effective. The Bookbuild was managed by Cenkos Securities plc, the Company's joint broker.

In addition, the Company is pleased to announce the successful sale of 10,498,700 Sale Shares, which are currently held by the Selling Shareholder with responsibility for managing the Company's employee share plan, on behalf of certain of the Company's directors and employees following the exercise of options by those individuals as announced on 10 December 2020. The Sale Shares are sold as a single consolidated holding rather than individuals providing separate instructions to a broker.

Details of the holdings of Company's directors and persons discharging managerial responsibilities (PDMRs) following the sale of the Sale Shares and Admission can be found in the table below.

Director / PDMR	Position	Sale Shares Sold	Shareholding Following Sale	% Shareholding Following Sale and Admission
Mr Patrick Elliot	Non-Executive Chairman	783,587	8,280,425	1.6%
Mr Bruce Grey	Non-Executive Director	1,371,276	6,535,576	1.3%
Mr Anthony Kongats	Chief Executive Officer	4,701,517	9,993,666	2.0%
Mr Pierre Mars	Vice President of Quality and Applications	587,690	-	-
Mr Mike Taylor	Chief Financial Officer	391,793	-	-
Dr Alex Bilyk	Vice President of Research and Development	1,175,379	-	-
Mr Song Hee Lau	Sales Manager - Asia Pacific	465,254	-	-

Application has been made for the 51,629,100 New Shares to be admitted to trading on AIM, and it is expected that Admission will occur at 8.00 a.m. on or around 10 August 2021. Following Admission of the New Shares, the Company's issued ordinary share capital will comprise 508,433,183 Ordinary Shares of no par value, none of which are held in treasury.

Following Admission of the New Shares, the total number of Ordinary Shares with voting rights in the Company will be 508,433,183, which may be used by Shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Other than where defined, capitalised terms used in this announcement have the meanings given to them in the Placing Announcement.

Related Party Transaction

Canaccord Genuity Group Inc, a substantial shareholder of the Company, has agreed to acquire up to 20,647,483 New Shares at the Issue Price in the Placing. Following this participation, Canaccord Genuity Group Inc will have a beneficial interest in 75,347,483 Ordinary Shares in the Company, representing approximately 14.82 per cent. of the enlarged issued share capital of the Company on Admission.

The participation of Canaccord Genuity Group Inc for up to 20,647,483 New Shares in the Placing is deemed to be a related party transaction under the AIM Rules for Companies. The directors of the Company consider, having consulted with the Company's nominated adviser, Allenby Capital Limited, that the terms of Canaccord Genuity Group Inc's purchase of New Shares in the Placing are fair and reasonable insofar as the Shareholders are concerned.

For further information, please contact:

CAP-XX Limited	Tel: + 61 (0) 2 9428 0139
Anthony Kongats, CEO
Allenby Capital - Nominated Adviser & Joint Broker	Tel: [phone]
David Hart / Alex Brearley
Cenkos Securities plc - Joint Broker	Tel: [phone]
Neil McDonald / Peter Lynch
Kreab - Financial PR	Tel: [phone]
Robert Speed

Notes to Editors:

CAP-XX (LSE: CPX) is a world leader in the design and manufacture of thin, flat supercapacitors and energy management systems used in portable and small-scale electronic devices, and to an increasing extent, in larger applications such as automotive and renewable energy. The unique feature of CAP-XX supercapacitors is their very high power density and high energy storage capacity in a space-efficient prismatic package. These attributes are essential in power-hungry consumer and industrial electronics, and deliver similar benefits in automotive and other transportation applications. For more information about CAP-XX, visit  www.cap-xx.com

Notification and public disclosures 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:	Mr Patrick Elliot
2.	Reason for the notification
a)	Position/status:	Director - Non Executive Chairman
b)	Initial notification/Amendment:	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	CAP-XX Limited
b)	LEI:	213800HECUSIYXH3WN26
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: Identification code:	Ordinary Shares of no par value each AU0000XINAS1
b)	Nature of the transaction:	Sale of Ordinary Shares
c)	Price(s) and volume(s):	Price	Volume
		£0.055p	783,587
d)	Aggregated information: Aggregated volume: Price:	Single transaction as in 4 c) above 783,587 £0.055p
e)	Date of the transaction:	3 August 2021
f)	Place of the transaction:	London Stock Exchange, AIM

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Mr Bruce Grey
2.	Reason for the notification
a)	Position/status:	Director - Non Executive Director
b)	Initial notification/Amendment:	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	CAP-XX Limited
b)	LEI:	213800HECUSIYXH3WN26
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: Identification code:	Ordinary Shares of no par value each AU0000XINAS1
b)	Nature of the transaction:	Sale of Ordinary Shares
c)	Price(s) and volume(s):	Price	Volume
		£0.055p	1,371,276
d)	Aggregated information: Aggregated volume: Price:	Single transaction as in 4 c) above 1,371,276 £0.055
e)	Date of the transaction:	3 August 2021
f)	Place of the transaction:	London Stock Exchange, AIM

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Mr Anthony Kongats
2.	Reason for the notification
a)	Position/status:	Director - Chief Executive Officer
b)	Initial notification/Amendment:	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	CAP-XX Limited
b)	LEI:	213800HECUSIYXH3WN26
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: Identification code:	Ordinary Shares of no par value each AU0000XINAS1
b)	Nature of the transaction:	Sale of Ordinary Shares
c)	Price(s) and volume(s):	Price	Volume
		£0.055p	4,701,517
d)	Aggregated information: Aggregated volume: Price:	Single transaction as in 4 c) above 4,701,517 £0.055p
e)	Date of the transaction:	3 August 2021
f)	Place of the transaction:	London Stock Exchange, AIM

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Mr Mike Taylor
2.	Reason for the notification
a)	Position/status:	PDMR - Chief Financial Officer
b)	Initial notification/Amendment:	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	CAP-XX Limited
b)	LEI:	213800HECUSIYXH3WN26
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: Identification code:	Ordinary Shares of no par value each AU0000XINAS1
b)	Nature of the transaction:	Sale of Ordinary Shares
c)	Price(s) and volume(s):	Price	Volume
		£0.055p	391,793
d)	Aggregated information: Aggregated volume: Price:	Single transaction as in 4 c) above £0.055p 391,793
e)	Date of the transaction:	3 August 2021
f)	Place of the transaction:	London Stock Exchange, AIM

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Mr Pierre Mars
2.	Reason for the notification
a)	Position/status:	PDMR - Vice President of Quality and Applications
b)	Initial notification/Amendment:	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	CAP-XX Limited
b)	LEI:	213800HECUSIYXH3WN26
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: Identification code:	Ordinary Shares of no par value each AU0000XINAS1
b)	Nature of the transaction:	Sale of Ordinary Shares
c)	Price(s) and volume(s):	Price	Volume
		£0.055p	587,690
d)	Aggregated information: Aggregated volume: Price:	Single transaction as in 4 c) above 587,690 £0.055p
e)	Date of the transaction:	3 August 2021
f)	Place of the transaction:	London Stock Exchange, AIM

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Dr Alex Bilyk
2.	Reason for the notification
a)	Position/status:	PDMR - Vice President of Research and Development
b)	Initial notification/Amendment:	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	CAP-XX Limited
b)	LEI:	213800HECUSIYXH3WN26
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: Identification code:	Ordinary Shares of no par value each AU0000XINAS1
b)	Nature of the transaction:	Sale of Ordinary Shares
c)	Price(s) and volume(s):	Price	Volume
		£0.055p	1,175,379
d)	Aggregated information: Aggregated volume: Price:	Single transaction as in 4 c) above 1,175,379 £0.055p
e)	Date of the transaction:	3 August 2021
f)	Place of the transaction:	London Stock Exchange, AIM

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Mr Song Hee Lau
2.	Reason for the notification
a)	Position/status:	PDMR - Sales Manager Asia Pacific
b)	Initial notification/Amendment:	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	CAP-XX Limited
b)	LEI:	213800HECUSIYXH3WN26
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: Identification code:	Ordinary Shares of no par value each AU0000XINAS1
b)	Nature of the transaction:	Sale of Ordinary Shares
c)	Price(s) and volume(s):	Price	Volume
		£0.055p	465,254
d)	Aggregated information: Aggregated volume: Price:	Single transaction as in 4 c) above 465,254 £0.055p
e)	Date of the transaction:	3 August 2021
f)	Place of the transaction:	London Stock Exchange, AIM

IMPORTANT NOTICES

This announcement is not an offer to sell or a solicitation of any offer to buy the New Shares in the United States, Australia, Canada, New Zealand or the Republic of South Africa, Japan, or in any other jurisdiction where such offer or sale would be unlawful.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the proposed investment trust. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This announcement may not be used in making any investment decision.  This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment.  This announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement or its completeness.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

The information and opinions contained in this announcement are provided as at the date of the document and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, Cenkos, or any of their affiliates or by any of their respective officers, employees or agents in relation to it. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.

Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The returns set out in this document are targets only. There is no guarantee that any returns set out in this document can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this announcement. Past performance cannot be relied on as a guide to future performance.

The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions.  In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur.

Each of the Company, Cenkos, and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.

No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any.  Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement.  The information contained in this announcement will not be updated.

This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction.  This announcement does not constitute a recommendation regarding any securities.

Cenkos Securities plc ("Cenkos") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is joint broker to CAP-XX Limited and for no one else, including any recipient of this announcement, in connection with the Placing and other matters referred to in this announcement and will not be responsible to anyone other than CAP-XX Limited for providing the protections afforded to clients of Cenkos or for affording advice in relation to the Placing or any other matter referred to in this announcement. Cenkos has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Cenkos nor does it make any representation or warranty, express or implied, for the accuracy of any information or opinions contained in this announcement or for the omission of any information. Cenkos 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. The responsibilities of Cenkos as the Company's joint broker under the AIM Rules are owed to the London Stock Exchange solely and are not owed to CAP-XX Limited or to any director, Shareholder or any other person in respect of such Shareholder's decision to acquire Ordinary Shares in reliance on any part of this announcement or otherwise.

 

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