Restructuring and Delisting

HeiQ PLC

22 October 2024

 

This announcement contains inside information

HeiQ Plc

(the "Company")

Restructuring and Delisting

As detailed in the Company's trading update on 12 September 2024, with the exception of the Life Sciences business unit, the Company continues to face significant challenges in its core business units in Textiles, Flooring, and Antimicrobials due to ongoing curtailed demand. The industry wide consensus is that market conditions are only expected to recover towards the second half of 2025 and accordingly, the Company does not expect to see a significant improvement in performance of these core business units before then. In response, the Company has initiated a second restructuring plan aimed at reducing its costs by up to an additional 20% by the end of 2025. Key elements of this restructuring include:

·    Reducing central organisation costs

·    Relocating and streamlining of capabilities to hubs in Portugal, USA and Thailand

·    Scaling back non-core elements of  the Company's innovation pipeline and a reduction of associated corporate marketing activities

The Company has reviewed its strategic product portfolio within its core business units and is considering selective divestments, providing a commercially attractive offer or offers can be achieved. Any proceeds from divestments, should they materialize, would be used to finance HeiQ's three ventures (HeiQ AeoniQ, HeiQ GrapheneX and HeiQ Xpectra) and to accelerate the growth of its Life Sciences business unit.

Fundraising to scale-up Venture Units

·    The Company is seeking substantial financing for its HeiQ AeoniQ venture, which, as reported in its recent trading update, recently met a key value-creating milestone by launching to market the world's first AeoniQ plastic-minimized sneaker with Hugo Boss. As previously announced, the Company embarked on a process to raise equity financing exclusively for the  HeiQ AeoniQ subsidiary level.

·    The Directors believe that the Company is close to meeting key milestones for its other two ventures, HeiQ GrapheneX and HeiQ Xpectra, and plans to accelerate their go-to-market strategies with additional external financing.

The Directors consider that the historically low valuation of HeiQ Plc limits the Company's ability to secure financing at HeiQ Plc level and complicates its efforts to raise funds for the various venture platforms at a subsidiary level.

Delisting

The Directors have concluded that the administrative, regulatory and cost burden associated with maintaining the Company's listing is, in their opinion, disproportionate to the benefits.   In order to implement the restructuring programme detailed above, as well as to assist in the Company's financing efforts for its ventures, the Board has therefore concluded that it is necessary to cancel the listing of the Company's ordinary shares (the "Shares") on the Official List (equity shares (transition) category) of the Financial Conduct Authority ("FCA") and to cancel the admission to trading of the Shares on the Main Market for listed securities of the London Stock Exchange ("LSE") (the "Delisting"). The Directors believe that the Delisting would facilitate its restructuring programme, through a major reduction in annualized costs  associated with being a listed company. Furthermore, the Directors believe that the Delisting would greatly assist the Company to raise financing in the private markets for its venture platforms at higher valuations and enable their growth and value creation for Company's shareholders.

As a company listed on the equity shares (transition) category, the Company is not required to obtain the approval of shareholders for the Delisting but is required under UK Listing Rule 21.2.17 to give at least 20 business days' notice of the intended cancellation.

Accordingly, HeiQ has requested that (i) the FCA cancel the listing of the Shares on the Official List of the FCA, and that (ii) the LSE cancels the admission to trading of the Shares on the Main Market for listed securities of the LSE.  It is anticipated that the Delisting will become effective from 08:00 a.m. (London time) on 19 November 2024. Investors holding Shares following the Delisting will remain a shareholder of HeiQ plc and continue to be entitled to exercise all of the rights attaching to the Shares and their attention is drawn to the paragraph below entitled "Dealing Arrangements",

The Company intends to publish its Annual Accounts for the 18-month period ending 30 June 2024 by 31 October 2024, as required by the UK Listing Rules. The Company's 2024 Annual General Meeting is expected to take place in November 2024, further details of which will be announced in due course.

Dealing Arrangements

Following the Delisting, the Shares will be admitted to trading on the JP Jenkins securities matching platform with effect from 20 November 2024.

JP Jenkins provides a securities matching venue for unlisted or unquoted assets in companies, enabling shareholders and prospective investors to buy and sell shares on a matched bargain basis. JP Jenkins is a trading name of InfinitX Limited and Appointed Representative of Prosper Capital LLP (FRN453007).

Shareholders wishing to trade Shares on the JP Jenkins platform can place orders through their stockbroker. Trades will be conducted at a level that JP Jenkins is able to match a willing seller and a willing buyer. Trades can be conducted, and limits can be accepted, during normal business hours. Shareholders or potential investors can place limits via their existing UK regulated stockbroker.

The indicative pricing for the ordinary Shares (ISIN: GB00BN2CJ299), as well as the transaction history, will be available on the JP Jenkins website at (https://jpjenkins.com/company/HeiQ/).

The provision of the matched bargain facility will be kept under review by the Board and, in determining whether to continue to offer a matched bargain facility, the Company shall consider expected (and communicated) shareholder demand for such a facility, the composition of the Company's register of members and the associated costs to the Company and its shareholders.

For further information, please contact: [e-mail]

 

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