Results of conditional Placing and Retail Offer

RNS Number : 2224A

Gresham Technologies PLC

28 May 2021

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.

NEITHER THIS ANNOUNCEMENT, NOR ANY COPY OF IT, MAY BE TAKEN OR TRANSMITTED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION. 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 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 GRESHAM TECHNOLOGIES PLC. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (REGULATION (EU) 596/2014) (AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED) ("UK MAR").

28 May 2021

Gresham Technologies plc

Results of conditional Placing and Retail Offer

Gresham Technologies plc (LSE: "GHT", "Gresham", "Company"), the leading software and services company that specialises in providing solutions for data integrity and control, banking integration, payments and cash management, is pleased to announce that further to the announcement made this morning regarding the Proposed Acquisition, Placing and Retail Offer, the Company has conditionally raised gross proceeds of £21 million through a Placing of 12,500,000 new Ordinary Shares and the Retail Offer of 625,000 new Ordinary Shares.

The Placing was undertaken on behalf of the Company by Nplus1 Singer Capital Markets Limited by way of an accelerated bookbuild process with new and existing investors at the Issue Price of 160 pence. The Retail Offer was undertaken by PrimaryBid Limited with retail investors who have subscribed via its online PrimaryBid platform for Retail Offer Shares at the Issue Price. The Issue Price of 160 pence does not represent any discount to the closing mid-market price of the Ordinary Shares on 27 May 2021, being the latest practicable date prior to this announcement.

The net proceeds totalling approximately £18.5 million (after the deduction of costs and expenses associated with the Proposed Acquisition, Placing and Retail Offer) and the Company's existing cash resources will be used by the Company to finance the initial consideration payable in respect of the proposed acquisition of Electra.

The Placing Shares and Retail Offer Shares to be issued will together represent approximately 18.7 per cent. of the existing issued ordinary share capital of the Company. 

An application will be made to the Financial Conduct Authority ("FCA") and London Stock Exchange for admission of the 13,125,000 Placing Shares and Retail Offer Shares to the premium listing segment of the Official List of the FCA and to trading on the Main Market ("Admission"). Subject to, inter alia, the Placing Agreement not being terminated in accordance with its terms, the passing of the applicable Resolutions by Shareholders at the General Meeting expected to be held at 10:00 a.m. on 21 June 2021 and completion of the Stock Purchase Agreement, it is expected that Admission will occur at 8:00 am on or around 22 June 2021.

The Placing Shares and Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with each other and with the existing ordinary share capital of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after their date of issue.

Following completion of the Acquisition and Admission, the Company's issued share capital will comprise 83,326,458 Ordinary Shares.

Directors' participation in the Placing

As part of the Placing, the Directors have agreed to subscribe for a total 118,750 Placing Shares at the Issue Price. Details of those Placing Shares for which the Directors have subscribed, and their respective resultant shareholdings, are displayed below.

Director	Number of Existing Ordinary Shares	Number of Placing Shares being subscribed for as part of the Placing	Number of Ordinary Shares held on Admission	Percentage of Company's enlarged issued share capital on Admission
Peter Simmonds	30,000	62,500	92,500	0.11%
Ian Manocha	106,834	6,250	113,084	0.14%
Tom Mullan	30,938	3,125	34,063	0.04%
Andy Balchin	8,233	9,375	17,608	0.02%
Jenny Knott	-	31,250	31,250	0.04%
Ruth Wandhöfer	13,403	6,250	19,653	0.02%

Ian Manocha, Gresham's CEO, commented:

"We are delighted to have received such strong support in this equity raise from existing shareholders, new institutions, retail investors, and from our Board and management. This raise enables us to complete our transformative investment into Electra Information Systems giving us scale in the important North American market and establishing a leadership position in buy-side capital markets. We are fully committed to delivering on the benefits of this transaction for our customers and shareholders and executing on our ambitious plan to build out a leading global financial technology business."

Save as otherwise defined, capitalised terms used in this announcement have the meanings given to them in the announcement titled: "Proposed Acquisition, Proposed Placing and Retail Offer" released by the Company earlier today.

The person responsible for making this announcement on behalf of the Company is Jonathan Cathie, Company Secretary.

Enquiries

Gresham Technologies plc	[phone]
Ian Manocha
Tom Mullan
N+1 Singer (Sponsor, Financial Adviser and Broker)	[phone]
Shaun Dobson / Tom Salvesen / Jen Boorer / Iqra Amin

Note to editors

Gresham Technologies plc is a leading software and services company that specialises in providing real-time solutions for data integrity and control, banking integration, payments and cash management. Listed on the main market of the London Stock Exchange (GHT.L) and headquartered in the City of London, its customers include some of the world's largest financial institutions and corporates, all of whom are served locally from offices located in the UK, Europe, North America and Asia Pacific.

Gresham's award-winning Clareti software platform is a highly flexible and scalable platform, available on-site or in the cloud, designed to address today's most challenging financial control, risk management, data governance and regulatory compliance problems. Learn more at www.greshamtech.com .

Notification and public disclosure 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	1.  Peter Simmonds 2.  Ian Manocha 3.  Tom Mullan 4.  Andy Balchin 5.  Jenny Knott 6.  Ruth Wandhöfer
2	Reason for notification
a)	Position / status	1. Director - Non- Executive Chairman 2. Director - Chief Executive Officer 3. Director - Chief Financial Officer 4. Director - Non-Executive Director 5. Director - Non-Executive Director 6. Director - Non-Executive Director
b)	In itial notification/Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gresham Technologies plc
b)	LEI	213800F71LW7L4Y7QL29
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 I d e ntification code	Ordinary Shares of 5 pence each ISIN: GB0008808825
	Nature of the transaction	Issued pursuant to participation in placing
c)	Price(s) and volumes(s)	Price(s) Volume(s) 1. 160 pence 2. 160 pence 3. 160 pence 4. 160 pence 5. 160 pence 6. 160 pence 1. 62,500 2. 6,250 3. 3,125 4. 9,375 5. 31,250 6. 6,250
d)	Aggregated information Aggregated volume Price	N/a (Single individual transactions)
e)	Date of the transaction	28 May 2021
f)	Place of the transaction	London Stock Exchange

IMPORTANT NOTICES

No action has been taken by the Company or Nplus1 Singer Capital Markets Limited ("Bookrunner" or "N+1 Capital Markets"), or any of its affiliates, agents, directors, officers or employees that would, or which is intended to, permit an offer of the securities referred to herein or result in the possession or distribution of this Announcement or any other offering or publicity material relating to the securities referred to herein in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this announcement comes shall inform themselves about, and observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required to be published in accordance with the Prospectus Regulation (EU) 2017/1129 as amended from time to time (the "Prospectus Regulation") and the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Persons needing advice should consult an independent financial adviser.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Bookrunner or by any of its affiliates or agents (or any of their respective directors, officers, employees or advisers) as to, or in relation to, the contents of the information contained in this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of the Bookrunner or any of its affiliates in connection with the Company, the Placing Shares, Retail Offer Shares, the Placing or the Retail Offer and any liability therefor is expressly disclaimed. The Bookrunner and its affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise in respect of any statements or other information contained in this announcement and no representation or warranty, express or implied, is made by the Bookrunner or any of its affiliates as to the accuracy, completeness or sufficiency of the information contained in this announcement.

Members of the public are not eligible to take part in the Placing. This announcement and the terms and conditions set out herein are for information purposes only and are directed at and may only be communicated to (a) in the European Economic Area ("EEA"), persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"); and (b) in the United Kingdom, at Qualified Investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are also (i) persons having 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 (the "Order"); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").

Any investment or investment activity to which this announcement relates is only available to, and will be engaged in only with, Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions.    Persons needing advice should consult an independent financial adviser.

The distribution of this announcement and the offering, placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Bookrunner or any of its affiliates that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Bookrunner to inform themselves about and to observe any such restrictions.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA JAPAN OR NEW ZEALAND OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This communication is not a public offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an 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 any other jurisdiction of the United States. The securities referred to herein may not be offered and sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as respectively defined in paragraphs 3.5 and 3.6 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, N+1 Capital Markets has only procured investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to, the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the securities referred to herein and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended, ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, N+1 Capital Markets will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness  for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Forward looking information

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, include all matters that are not historical facts and reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. These statements are subject to unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company nor the Bookrunner assumes any responsibility or obligation and each expressly disclaims any obligation or undertaking to update publicly or review any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

Any indication in this announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow of the Company. Past performance is no guide to future performance and persons reading this announcement should consult an independent financial adviser.

This announcement does not constitute a recommendation to acquire any securities of the Company. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Bookrunner.

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.

In connection with the Placing, the Bookrunner may release communications to the market as to the extent to which the book is "covered". A communication that a transaction is, or that the books are, "covered" refers to the position of the order book at that time. It is not an assurance that the books will remain covered, that the transaction will take place on any terms indicated or at all, or that if the transaction does take place, the securities will be fully distributed by the Bookrunner. 

N+1 Capital Markets is regulated in the United Kingdom by the Financial Conduct Authority. N+1 Capital Markets is acting exclusively for the Company and no one else in connection with the Placing, the content of this announcement and other matters described in this announcement. N+1 Capital Markets will not regard any other person as its client in relation to the Placing, the content of this announcement and other matters described in this announcement and will not be responsible to anyone (including any placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this announcement or any other matters referred to in this announcement.

In connection with the Placing, each of N+1 Capital Markets and Nplus1 Advisory LLP and any of their affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell or offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Bookrunner and any of its affiliates acting in such capacity. In addition, the Bookrunner and any of its affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Bookrunner and any of its affiliates may from time to time acquire, hold or dispose of shares. The Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. The Bookrunner is not acting for the Company with respect to the Retail Offer.

Neither the contents 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. The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

 

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