PrimaryBid Offer

RNS Number : 9894G

Pressure Technologies PLC

30 November 2020

 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY   . THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND       OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR  ‎CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH ‎   JURISDICTION   ‎. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECT   ION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

FOR IMMEDIATE RELEASE

30 November 2020

Pressure Technologies Plc (" Pressure Technologies " or the "Company")

PrimaryBid Offer via PrimaryBid.com

Pressure Technologies plc, (AIM: PRES), the specialist engineering group, is pleased to announce   a conditional offer for subscription via PrimaryBid (the "PrimaryBid Offer")   of up to 833,333 new ordinary shares of 5 pence each in the Company ("PrimaryBid Shares") at an issue price of 60 pence per PrimaryBid Share (the "Issue Price"), being a discount of 4.00 per cent to the closing price on 27 November 2020 of 62.5 pence per ordinary share.

As separately announced today, Pressure Technologies is conducting a non-pre-emptive placing of new ordinary shares (the "Placing Shares") in the Company (the "Placing") through an accelerated bookbuilding process (the "Bookbuilding Process").

The PrimaryBid Offer and the Placing are conditional on  the new ordinary shares to be issued pursuant to the  PrimaryBid   Offer and the Placing being admitted to trading on the AIM market of London Stock Exchange plc ("Admission") .   Admission is expected to take place at or around 8.00 a.m. on 18 December 2020 . The PrimaryBid Offer will not be completed without the Placing also being completed.

Reasons for the PrimaryBid Offer

Whilst the Placing has been structured as a non-pre-emptive offer so as to minimise risk, cost and time to completion, the Company greatly values its retail investor base.

After consideration of the various options available to it, the Company believes that the separate PrimaryBid Offer, which will give retail investors the opportunity to participate in the fundraising alongside the Placing, is in the best interest of shareholders. The Company is therefore pleased to provide private and other investors the opportunity to participate in the  PrimaryBid   Offer by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The net proceeds of the PrimaryBid Offer and the Placing will be used  as follows:

●2.5 million will be invested in the Group's manufacturing capability and capacity in order to accelerate growth in the fast-developing hydrogen energy market;

●0.5 million will be invested in resources and technologies across the Group's Integrity Management business to meet the growing demand for these critical services; and

●The remainder of the net proceeds will be used to strengthen the Group's balance sheet, ensuring resilience, particularly in light of the ongoing pandemic and depressed conditions in the oil and gas market. Proceeds will also enable the Group to continue to invest in its people, facilities and systems through this period and to take advantage of emerging opportunities.

Further details are set out in the Company's announcement regarding the Placing, released earlier today.

The PrimaryBid   Offer

It is a term of the PrimaryBid Offer that the total quantum of the PrimaryBid Shares available for subscription at the Placing Price shall be a maximum of 833,333 new ordinary shares. The  PrimaryBid   Offer, via the PrimaryBid.com platform, will be open to investors from  4:35   p.m. on  30 November 2020.  The  PrimaryBid   Offer will close at the same time as the Bookbuilding Process is completed.  The PrimaryBid Offer may close early if it is oversubscribed.

Subscriptions under the PrimaryBid Offer will be considered by the Company at its discretion (with preference to be given to the Company's existing retail investors), subject to conditions which are available to view on PrimaryBid.com. There is a minimum subscription of £ 100 per investor under the terms of the PrimaryBid Offer. The Company, in consultation with PrimaryBid, reserves the right to scale back any order at its discretion.  The Company and PrimaryBid reserve the right to reject any application for subscription under the  PrimaryBid  Offer without giving any reason for such rejection.

It is important to note that once an application for PrimaryBid Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid.com or the procedure for applications under the  PrimaryBid   Offer, visit    www.PrimaryBid.com    or call PrimaryBid.com on [phone].   The terms and conditions on which the PrimaryBid Offer is made, including the procedure for application and payment for the PrimaryBid Shares, is available to all persons who register with PrimaryBid.com.

Details of the PrimaryBid Offer

It is a term of the PrimaryBid Offer that the total value of PrimaryBid Shares available for subscription at the Placing Price does not exceed €8 million equivalent. Accordingly, the Company is not required to publish (and has not published) a prospectus in connection with the PrimaryBid Offer as it falls within the exemption set out in section 86(1)(e) and 86(4) of the Financial Services and Markets Act 2000. The PrimaryBid Offer is not being made into any jurisdiction where it would be unlawful to do so and the PrimaryBid Shares may not  be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Japan, Australia, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful . In particular, the PrimaryBid Offer is being made only to persons who are, and at the time the PrimaryBid Shares are subscribed for, will be outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Persons who are resident or otherwise located in the United States will not be eligible to register for participation in the offer through PrimaryBid or subscribe for PrimaryBid Shares.

The PrimaryBid Shares, if issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Settlement for the PrimaryBid Shares and Admission is expected to take place   at or around 8.00 a.m. on 18 December 2020 . The PrimaryBid Offer is conditional, among other things, upon Admission becoming effective and the placing agreement entered into by the Company in connection with the Placing not being terminated in accordance with its terms.

It should be noted that a subscription for the PrimaryBid Shares and any investment in the Company carry a number of risks.  Investors should make their own investigations into the merits of an investment in the Company.  Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice. Investors should take independent advice from a person experienced in advising on investment in securities such as the Company's ordinary shares if they are in any doubt.

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.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act 1933 (as amended) and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

Enquiries:

Pressure Technologies plc Chris Walters, Chief Executive	Tel: [phone] [e-mail]
N+1 Singer (Nomad and Broker) Mark Taylor / Carlo Spingardi	Tel: [phone]
Houston (Financial PR and Investor Relations) Kate Hoare / Anushka Mathew / Ben Robinson	Tel: [phone]
PrimaryBid Limited James Deal / Fahim Chowdhury	Tel: [phone]

 

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