Result of subscription rights exercise

Geiger Counter Ltd

07 May 2024

 

7 May 2024

GEIGER COUNTER LIMITED
(THE "COMPANY")

Result of subscription rights exercise for Ordinary Shares

The Board of the Company is pleased to announce that applications have been received from shareholders to subscribe for 17,353,634 new ordinary shares of no par value ("Ordinary Shares") at a price of 37.74p per share. 

As previously announced, as there is a cap of Euro 8 million on the value of Ordinary Shares that can be issued at the subscription price, each successful applicant has had the number of shares they have applied for scaled back to approximately 70.96 per cent of the number applied for.  A total of 12,314,071 Ordinary Shares will therefore be issued to the successful applicants on the basis of one new Ordinary Share for every five existing Ordinary Shares registered in the name of the successful applicants on the record date, 21 March 2024.

Outstanding Subscription Rights

Shareholders holding approximately 32.07% of the Company's issued share capital did not apply to take up their subscription rights entitlement, representing a total of 5,816,025 Ordinary Shares.  In accordance with the terms and conditions on which the Subscription Rights were issued, the Company has appointed a trustee (the "Subscription Trustee").  If the Subscription Trustee is of the opinion, having consulted Cavendish Capital Markets Limited ("Cavendish"), that the net proceeds of sale of the Ordinary Shares arising on exercise of the outstanding Subscription Rights (after deduction of all costs and expenses incurred by, and any fee due to, the Subscription Trustee) will exceed the aggregate costs of subscription, the Subscription Trustee will exercise either (i) all the Subscription Rights which have not been exercised or (ii) at the Subscription Trustee's discretion such number of Subscription Rights as will, in the Subscription Trustee's opinion, result in the Ordinary Shares arising from such exercise being sold in the market for such net proceeds as will exceed the costs of exercising such Subscription Share Rights and the costs and expenses of sale.

It is intended that the full number of Ordinary Shares that would arise from the exercise of the outstanding Subscription Rights (the "Rump") will be sold by Cavendish by way of a secondary market placing executed at the maximum available, single clearing price. However, the Subscription Trustee reserves its absolute discretion to execute bargains in such sizes and prices as it deems appropriate to the interests of the outstanding Subscription Shareholders.  Qualified investors (as defined in section 86(7) of the Financial Services and Markets Act 2000 (as amended)) considering participation in the secondary market placing are advised to contact Cavendish as soon as practicable.  Orders for the placing should state the number of shares to be purchased and the maximum purchase price (or confirm that the investor is willing to trade "at strike").  Investors placing orders should note that if the full extent of the Rump is not covered, then a bargain is expected to be executed at the maximum available, single clearing price for the actual size of the book. 

If the Subscription Trustee is of the opinion that the gross proceeds of sale of the Ordinary Shares by the Subscription Trustee are likely to exceed the costs of subscription but the excess is not sufficient to meet the costs and expenses incurred by the Subscription Trustee, the Board intends that part or all of such costs and expenses will be borne by the Company, provided that at that time the Board believes this to be in the best interests of the Company and Shareholders as a whole.

The Subscription Trustee will distribute the proceeds of any sale (less any related subscription costs and other costs and expenses) pro rata to the persons entitled thereto, provided that entitlements of under £5.00 shall be retained for the benefit of the Company.

Accordingly, the Company announces that it will be issuing and allotting 12,314,071 Ordinary Shares, subject to admission to trading.  Application will be made for the new Ordinary Shares to be admitted to trading on The International Stock Exchange ("TISE") and to trading on the London Stock Exchange's SETSqx platform.  It is expected that dealings will commence at 8.00 a.m. on 10 May 2024.

Total Voting Rights

For the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTRs"), following Admission the issued ordinary share capital of the Company will consist of 138,383,779 Ordinary Shares with voting rights attached 8,474,445 Ordinary Shares held in Treasury.  This figure of 138,383,779 may be used by the Company's shareholders as the denominator for the calculation by which they will determine whether they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the DTRs.

As outlined in the circular sent to Shareholders relating to the subscription rights, all shareholders will have a further right to subscribe for shares on 30 April 2025 (on the basis of one new Ordinary Share for every five Ordinary Shares held).  The subscription price will be equal to the unaudited diluted net asset value per share on 1 May 2024.  A reminder will be sent to shareholders prior to the next subscription date.

The information contained within this RNS is considered to be inside information prior to its release.

For further information, please contact:

Manulife | CQS Investment Management	Craig Cleland	T: [phone]
Cavendish Capital Markets Limited	Tunga Chigovanyika / Will Talkington (Corporate Finance)	T: [phone]
	Daniel Balabanoff / Pauline Tribe (Sales)	T: [phone]
R&H Fund Services (Jersey) Limited	Jane De Barros	T :[phone]

 

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