Open Offer Launch, Posting of Circular, GM Notice

RNS Number : 8228E

essensys PLC

09 July 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, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

9 July 2021

essensys plc

Launch of Open Offer, Posting of Circular

and

Notice of General Meeting

essensys plc (AIM: ESYS) ("essensys", the "Company" or, together with its subsidiary undertakings, the "Group"), the leading global provider of mission critical software-as-a-service (" SaaS " ) platforms and on-demand cloud services to the flexible workspace industry, is pleased to announce that, further to the Company's announcement on 8 July 2021 (the "Launch Announcement"), it is proposing to raise up to approximately £2.0 million (before expenses) through an Open Offer pursuant to which Qualifying Shareholders will have an opportunity to subscribe for an aggregate of 701,755 Open Offer Shares at an Offer Price of 285 pence per Open Offer Share.

Pursuant to the Open Offer, Qualifying Shareholders will be given the opportunity to subscribe for:

1 Open Offer Share for every 75.16 Existing Ordinary Shares

held by Qualifying Shareholders at the Record Date and so on in proportion for any other number of Existing Shares then held.

Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility and as such, Qualifying Shareholders seeking to limit their dilution from the Placing can also request additional Open Offer Shares ("Excess Shares") under the Excess Application Facility. The Open Offer is not being underwritten. 

The Open Offer is conditional upon, among other things (i) the Resolutions being duly passed by Shareholders at the General Meeting and (ii) Admission having become effective at or before 8.00 a.m. on 27 July 2021 (or such later time and/or date as the Joint Bookrunners may agree with the Company not being later than 8.00 a.m. on 10 August 2021).

Posting of Circular

The Company also confirms that a circular, which contains further details regarding the Open Offer and a notice convening the General Meeting (the "Circular"), has been posted today to Qualifying Shareholders, along with the Application Form (where applicable). The Circular will also be made available on the Company's website: www.essensys.tech/investors .

Notice of General Meeting

The General Meeting has been convened for Monday 26 July 2021 at 9:30 a.m. at the offices of the Company, Aldgate Tower, 7th Floor, 2 Leman Street, London E1 8FA.

Capitalised terms used in this announcement have the meanings given to them in the Circular, unless the context provides otherwise.

For further information, please contact:

essensys plc	[phone]
Mark Furness (Chief Executive Officer) Alan Pepper (Chief Financial Officer)
Singer Capital Markets (nominated adviser, joint broker and joint bookrunner)	[phone]
Peter Steel / Harry Gooden / George Tzimas
Berenberg (joint broker and joint bookrunner)	[phone]
Ben Wright / Mark Whitmore / Tejas Padalkar
FTI Consulting (public relations adviser)	[phone]
Jamie Ricketts / Eve Kirmatzis / Talia Jessener / Victoria Caton

Expected Timetable for the Fundraising

	2021
Record Date for entitlement under the Open Offer	7 July
Announcement of the Fundraising	8 July
Publication and posting of the Circular, form of proxy (the "Form of Proxy") and, to Qualifying Non-Crest Shareholders, the Open Offer application form (the "Application Form")	9 July
Ex-Entitlement date of the Open Offer	9 July
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	12 July
Latest recommended time and date for requested withdrawal of Basic Open Offer Entitlements from CREST	4.30 p.m. on 19 July
Latest time and date for depositing Open Offer Entitlements in CREST	3.00 p.m. on 20 July
Latest time and date for splitting of Application Forms under the Open Offer	3.00 p.m. on 21 July
Latest time and date for receipt of Forms of Proxy and CREST voting instructions	9.30 a/p.m. on 22 July
Latest time and date for receipt of Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 23 July
General Meeting	9.30 a.m. on 26 July
Results of the General Meeting and the Open Offer announced	26 July
Admission of the New Ordinary Shares to trading on AIM and commencement of dealings	8.00 a.m. on 27 July
Where applicable, expected date for CREST accounts to be credited in respect of New Ordinary Shares in uncertificated form	27 July
Where applicable, expected date for despatch of definitive share certificates for New Ordinary Shares in certificated form	by 10 August

Each of the times and dates above refer to London time and are subject to change. Any such change will be notified to Shareholders by an announcement through a Regulatory Information Service. All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.

 

END

 

 

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