Result of Placing and Retail Offer

RNS Number : 8191E

Ilika 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.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

9 July 2021

Ilika plc

Result of Placing and Retail Offer

Ilika plc (AIM: IKA), the advanced solid-state battery company ("Ilika", the "Company" or, together with its subsidiary undertakings, the "Group"), is pleased to announce that, following the announcement made earlier today (the "Launch Announcement") regarding the launch of a proposed placing (the "Placing"), it has successfully placed 12,846,428 new ordinary shares of one penny each ("Ordinary Shares") (the "Placing Shares") at a price of 140 pence per share (the "Issue Price") raising gross proceeds of approximately £18.0 million.

The Company is also pleased to announce that, following the further announcement made earlier today regarding the launch of a proposed retail offering via PrimaryBid (the "Retail Offer"), it has successfully placed 2,142,857 new Ordinary Shares (the "Retail Shares") at the Issue Price, raising gross proceeds of approximately £3.0 million.

Certain of the directors of the Company (the "Directors" or the "Board") have also directly conditionally subscribed with the Company for, in aggregate, 10,713 new Ordinary Shares at the Issue Price (the "Director Subscription Shares").

Liberum Capital Limited ("Liberum") is acting as nominated adviser and joint bookrunner in connection with the Placing. Joh. Berenberg, Gossler & Co. KG ("Berenberg" and together with Liberum, the "Joint Bookrunners") is acting as joint bookrunner in connection with the Placing.

Capitalised terms not defined in this announcement (this "Announcement") have the meanings given to them in the Launch Announcement.

The Issue Price represents a discount of approximately 30.0 per cent. to the closing mid-market price of 200 pence per Ordinary Share on 8 July 2021, being the last business day prior to the Launch Announcement.

The EIS/VCT Placing is conditional, inter alia, upon:

(i)  the Placing Agreement becoming unconditional in all respects (save for any condition relating to EIS/VCT Admission) and not having been terminated in accordance with its terms prior to EIS/VCT Admission;

(ii)  the passing of the Resolutions at the General Meeting (or any adjournment thereof); and

(iii)  EIS/VCT Admission becoming effective by no later than 8.00 a.m. on or around 29 July 2021 (or such later time and/or date (being no later than 8.00 a.m. on the Long Stop Date) as the Joint Bookrunners and the Company may agree).

Application will be made for the EIS/VCT Placing Shares to be admitted to trading on AIM, which is expected to occur at 8.00 a.m. on 29 July 2021.

The General Placing is conditional, inter alia, upon:

(i)  EIS/VCT Admission having occurred;

(ii)  the Placing Agreement becoming unconditional in all respects (save for any condition relating to General Admission) and not having been terminated in accordance with its terms prior to General Admission; and

(iii)  General Admission becoming effective by no later than 8.00 a.m. on or around 30 July 2021 (or such later time and/or date (being no later than 8.00 a.m. on the Long Stop Date) as the Joint Bookrunners and the Company may agree).

Application will be made for the General Placing Shares to be admitted to trading on AIM, which is expected to occur at 8.00 a.m. on 30 July 2021.

As announced earlier today, Ilika also intends to raise up to approximately £3.7 million through the issue of up to 2,673,811 new Ordinary Shares (the "Open Offer Shares") pursuant to an open offer (the "Open Offer"), to allow Ilika shareholders, including those who are not participating in the Placing or the Retail Offer, to subscribe for new Ordinary Shares at the Issue Price. The Company intends to publish and send a circular to shareholders in connection with the Open Offer (the "Circular") on or around 12 July 2021. The Circular will also be available on the Company's website:  www.ilika.com .

Related Party Transactions

GPIM Limited and Henderson Global Investors (the "Substantial Shareholders") are considered to be related parties of the Company for the purposes of Rule 13 of the AIM Rules for Companies by virtue of their status as substantial shareholders of the Company.

The Substantial Shareholders have agreed to subscribe for 331,146 and 1,285,714 Placing Shares, respectively, as part of the Placing.

The Directors, having consulted with the Company's nominated adviser, Liberum, consider that the terms of the terms of the Placing are fair and reasonable insofar as the shareholders of the Company are concerned.

Director Subscriptions

The following Directors have conditionally subscribed for New Ordinary Shares in the following amounts and pursuant to the Director Subscription Agreements:

Director	Existing beneficial shareholding	New Ordinary Shares subscribed for	Shareholding on completion of the Placing	Shareholding as a percentage of the Enlarged Issued Share Capital*
Keith Jackson	95,000	7,142	102,142	0.1
Monika Biddulph	12,500	3,571	16,071	0.0

^{* assuming all of the Open Offer Shares are taken up under the terms of the Open Offer}

In addition, Steve Boydell, Brian Hayden and Graeme Purdy intend to exercise options entitling them to 10,000, 8,000 and 30,000 new Ordinary Shares respectively in accordance with the terms of the Company's bonus scheme as soon as reasonably practicable following the General Meeting,   conditionally on the Capital Raising becoming unconditional.

For more information contact: Ilika plc	www.ilika.com
Graeme Purdy, Chief Executive	Via Walbrook PR
Steve Boydell, Finance Director
Liberum Capital Limited	Tel: [phone]
Andrew Godber Cameron Duncan, William Hall, Nikhil Varghese
Joh. Berenberg, Gossler & Co. KG	Tel: [phone]
Emily Morris, Detlir Elezi, Alamgir Ahmed, Milo Bonser
Walbrook PR Ltd	Tel: [phone] / [e-mail]
Tom Cooper	Mob: [phone]
Lianne Cawthorne	Mob: [phone]
Nick Rome	Mob: [phone]

Note:

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU Regulation No. 596/2014) (as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018) (the "UK MAR"). Upon the publication of this Announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. If you have any queries on this, then please contact Steve Boydell, Finance Director of the Company (the person responsible for arranging the release of this Announcement) on 0203 8011 1400.

IMPORTANT NOTICES

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward- looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor the Joint Bookrunners nor any of their respective associates, directors, officers or advisers undertakes any obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Liberum is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing or any other matters referred to in this Announcement, and Liberum 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 in relation to the Placing or any other matters referred to in this Announcement.

Berenberg, which is authorised and regulated by the German Federal Financial Supervisory Authority and in the United Kingdom is deemed authorised under the Temporary Permissions Regime and subject to limited regulation by the FCA, is acting exclusively for the Company in connection with the Placing and will not be acting for any other person (including any Placees) and will not be responsible to any person other than the Company for providing the protections afforded to clients of Berenberg or for advising any other person in respect of the matters referred to in this Announcement.

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 Joint Bookrunners or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The New Ordinary Shares to be issued pursuant to the Capital Raising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

END

 

 

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