Results of Placing and Open Offer Launch

RNS Number : 7818Q

Quadrise Fuels International PLC

02 March 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

2 March 2021

Quadrise Fuels International plc

("Quadrise", "QFI", the "Company" and together with its subsidiaries the "Group")

Results of Placing and Open Offer Launch

Investor Event

Quadrise Fuels International, the supplier of MSAR® and bioMSAR™ emulsion technology and fuels, which are low-cost, cleaner alternatives to heavy fuel oil, is pleased to announce the successful results of the Placing announced on 1 March 2021 and to confirm the launch of the Open Offer to Qualifying Shareholders.

The Company has conditionally raised total gross proceeds of £ 6.0 million pursuant to the Placing of 222,222,222 Placing Shares at the Placing Price of 2.7 pence per Ordinary Share. The net proceeds of the Placing of approximately £5.5 million are expected to be supplemented by additional proceeds of up to £1.0 million to be raised pursuant to the Open Offer.

A circular containing detailed information about the Open Offer, including the terms and conditions and details on how to accept the Open Offer (the "Circular") and an accompanying Application Form (for Qualifying Non-CREST Shareholders) will be posted to Shareholders on 3 March 2021 and will be available from the Company's website at www.quadrisefuels.com from that date.

Capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the Circular.

Mike Kirk, Chairman of Quadrise, commented:

"We are delighted to have received such strong support for the Placing.  We are particularly pleased to welcome significant new institutional investors onto our register as the Company enters an exciting new phase. This is a significant endorsement of our strategy and team.  Having demonstrated positive momentum in a number of key project areas, the funding provided by the Placing positions us favourably to capitalise on the exciting opportunities ahead for MSAR ® and our new renewable fuel, bioMSAR ™" .

Open Offer

Pursuant to the Open Offer, Qualifying Shareholders will have an opportunity to subscribe for an aggregate of 37,673,598 new Ordinary Shares (the "Open Offer Shares") at 2.7 pence per Open Offer Share on the basis of:

1 Open Offer Share for every 30 Existing Ordinary Shares held on the Record Date

In addition, the Open Offer presents Qualifying Shareholders with an opportunity, provided that they take up their Basic Entitlements in full, to apply for additional Open Offer Shares through the Excess Application Facility. The Open Offer is conditional, inter alia, on Shareholder approval of the Resolutions at the General Meeting and is not underwritten.

If Qualifying Shareholders do not take up all of the Open Offer Shares, the Company and Shore Capital may agree that Shore Capital should use their reasonable efforts to procure subscribers for such Open Offer Shares at the Issue Price. There is no guarantee that this will occur or that Shore Capital would be successful in so procuring any subscribers for such shares.

Further details of the Open Offer are set out in the extract from the 'Letter from the Chairman of the Company' below, together with the expected timetable.

Director Placing participation and intended Open Offer participation

The following Directors and PDMRs of the Company have participated in the Placing and/or intend to participate in the Open Offer as follows:

Director/PDMR	Number of Existing Ordinary Shares	Number of Placing Shares subscribed for	Total number Open Offer Shares to be applied for*	Number of Ordinary Shares held on Second Admission**
Mike Kirk	784,323	-	74,074	858,397
Jason Miles	3,759,664	-	370,370	4,130,034
Mark Whittle	-	129,629	-	129,629
Laurie Mutch	491,263	-	185,185	676,448
Philip Snaith	476,262	-	185,185	661,447
David Scott	16,498	-	74,263	91,121

* consisting in the case of all participating Directors/PDMRs of 100% uptake of their Basic Entitlements under the Open Offer and additional applications by each for Excess Shares under the Excess Application Facility.

** assuming that the applications of participating Directors/PDMRs for Excess Shares under the Excess Application Facility are satisfied in full.

The notification below, made in accordance with the requirements of the UK Market Abuse Regulation, provides further detail.

Admission and dealings

The Placing Shares and the Open Offer Share will, when issued, be credited as fully paid and will rank pari passu in all respects with each other and with the Existing Ordinary Shares.

Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM ( "First Admission"). Settlement and dealings for the Placing Shares and First Admission are expected to take place on or around 8.00 a.m. on 9 March 2021 (or such later date as may be agreed between Shore Capital, Cenkos and the Company).

Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM ( "Second Admission"). Settlement and dealings for the Open Offer Shares and Second Admission are expected to take place on or around 8.00 a.m. on 23 March 2021.

The Placing is conditional, inter alia, upon First Admission becoming effective and the placing agreement between the Company, Shore Capital and Cenkos not being terminated in accordance with its terms. The Open Offer is conditional, inter alia, upon First Admission and Second Admission becoming effective.

Total voting rights

Following First Admission, the Company will have a total of 1,352,430,186 Ordinary Shares in issue, with no Ordinary Shares held in treasury.  Therefore, following First Admission, this figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

Investor Event

The Company confirms that Mike Kirk, Chairman, and Jason Miles, CEO  will provide  a live investor presentation relating to the Company via the Investor Meet Company ("IMC") platform on Monday 8 March 2021 at 2.00 p.m. London time. 

The Company is committed to ensuring that there are appropriate communication structures for all elements of its shareholder base so that its strategy, business model and performance are clearly understood:

· The online presentation is open to all existing and potential shareholders.

· Questions can be submitted pre-event via your IMC dashboard or at any time during the live presentation via the "Ask a Question" function. Although the Company may not be in a position to answer every question it receives, it will address the most prominent within the confines of information   already disclosed to the market. Responses to the Q&A from the live presentation will be published at the earliest opportunity on the Investor Meet Company platform.

· Investor feedback can also be submitted directly to management post-event to ensure the Company can gather the views of its shareholder base.

Investors can sign up to Investor Meet Company for free and add  Quadrise Fuels International plc   via : https://www.investormeetcompany.com/quadrise-fuels-international-plc/register-investor

Investors who have already registered and added to meet the Company, will be invited automatically.

For further information contact:

Quadrise Fuels International Plc
Mike Kirk, Chairman	[phone]
Jason Miles, Chief Executive Officer	[e-mail]
Cenkos Securities plc - Nominated Adviser
Ben Jeynes Katy Birkin	[phone]
Shore Capital Stockbrokers Limited - Bookrunner and Joint Broker
Toby Gibbs Fiona Conroy	[phone]
Peel Hunt LLP - Joint Broker
Richard Crichton	[phone]
David McKeown
FTI Consulting - Public & Investor Relations
Ben Brewerton	[phone]
Ntobeko Chidavaenzi

Expected Timetable of Principal Events

Announcement of the results of the Placing and launch of Open Offer	7.00 am on 2 March 2021
Record Date for the Open Offer	1 March 2021
Publication and posting of the Circular and the Application Form	3 March 2021
Existing Ordinary Shares marked 'ex' by London Stock Exchange	8.00 a.m. on 4 March 2021
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	as soon as practicable after 8.00 a.m. on 8 March 2021
First Admission effective and dealings in Placing Shares commence on AIM	8.00 a.m. on 9 March 2021
Expected date for CREST accounts credited in respect of Placing Shares	9 March 2021
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on 16 March 2021
Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST	3.00 p.m. on 17 March 2021
Latest time for splitting Application Forms (to satisfy bonafide market claims only)	3.00 p.m. on 18 March 2021
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 22 March 2021
Expected date of announcement of the results of the Open Offer	22 March 2021
Second Admission effective and dealings in Open Offer Shares commence on AIM	8.00 a.m. on 23 March 2021
CREST accounts credited in respect of Open Offer Shares	23 March 2021
Share certificates dispatched for the Placing Shares by	26 March 2021
Share certificates dispatched for the Open Offer Shares by	2 April 2021

If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service. All references are to London time unless stated otherwise.

Open Offer

Qualifying Shareholders are invited to apply for Open Offer Shares under the Open Offer at the Issue Price of 2.7 pence per Open Offer Share, payable in full on application and free of all expenses, pro rata to their existing shareholdings on the basis of:

1 Open Offer Share for every 30 Existing Ordinary Shares

held at the Record Date and so on in proportion for any other number of Existing Ordinary Shares then held. Open Offer Entitlements will be rounded down to the nearest whole number of Open Offer Shares. The Issue Price represents a discount of 5.3 per cent. to the closing mid-market price of 2.85 pence per Existing Ordinary Share on 1 March 2021 as derived from the AIM Appendix to the Official List of the London Stock Exchange on 1 March 2021, being the last practicable date prior to this announcement.

Qualifying Shareholders are also being given the opportunity, provided that they take up their Open Offer Entitlements in full, to apply for additional Open Offer Shares through the Excess Application Facility. Once subscriptions under the Open Offer Entitlements have been satisfied in full, the Company shall, in its absolute discretion, determine whether to meet any excess applications in full or in part, and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full or in part or at all.

To the extent that Open Offer Shares are not subscribed by Qualifying Shareholders, Open Offer Entitlements will lapse. Qualifying Shareholders may apply for more or less Open Offer Shares than they are entitled to under the Open Offer.

The Open Offer is subject to the satisfaction, inter alia, of the following conditions on or before 23 March 2021, or such later date as the Company and Shore Capital may agree:

(i)  the Placing and Open Offer Agreement becoming unconditional in all respects in relation to the Open Offer and not having been terminated in accordance with its terms; and

(ii)  Second Admission becoming effective.

Accordingly, in the event that any of these conditions are not satisfied, or, if applicable, waived, by 23 March 2021 (or such later time as Shore Capital may in its absolute discretion determine provided that such time does not extend beyond 5.00 pm on 30 April 2021) the Open Offer will not proceed. In such circumstances, application monies will be returned (at the applicant's sole risk), without payment of interest, as soon as practicable thereafter.

Fractions of Open Offer Shares will not be allotted to Qualifying Shareholders in the Open Offer and, where necessary, entitlements under the Open Offer will be rounded down to the nearest whole number of Open Offer Shares. Any fractional entitlement to Open Offer Shares will be disregarded in calculating Open Offer Entitlements.

Whilst Qualifying Shareholders with a shareholding of less than 30 Existing Ordinary Shares on the Record Date will not receive an Open Offer Entitlement, such Qualifying Shareholders will be able to apply for Open Offer Shares under the Excess Application Facility.

The participation of a Qualifying Shareholder in their Open Offer Entitlement and any Excess Shares under the Excess Application Facility does not guarantee that their percentage shareholding will not be diluted from the position prior to the Placing and Open Offer as a result of the issue of the Placing Shares.

The Open Offer Shares have not been and are not intended to be registered, offered or qualified for sale in any Excluded Jurisdiction. Accordingly, unless otherwise determined by the Company and effected by the Company in a lawful manner, the Application Form will not be sent to Shareholders with registered addresses in any Excluded Jurisdiction since to do so would require compliance with the relevant securities laws of that jurisdiction. Unless otherwise determined by the Company applications from any person in an Excluded Jurisdiction will be deemed to be invalid.

The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Second Admission.

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Open Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the benefit of the Qualifying Shareholders who do not apply under the Open Offer. The Application Form is not a document of title and cannot be traded or otherwise transferred.

Risk Factors

The attention of Shareholders is drawn to the risk factors set out in Part III of the Circular.

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	Mark Whittle
2	Reason for the notification
a)	Position/status	PDMR (Director)
b)	Initial notification/Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Quadrise Fuels International plc
b)	LEI	213800HN2ETG5476U328
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	Ordinary shares of 1p each
	Identification code	GB00BF0YPG76
b)	Nature of the transaction	Purchase of Ordinary Shares pursuant to Placing
c)	Price(s) and volumes(s)	Price(s)	Volume(s)
		2.7 pence	129,629
d)	Aggregated information	N/A (single transaction)
	Aggregated volume	N/A (single transaction)
	Price	N/A (single transaction)
e)	Date of the transaction	1 March 2021
f)	Place of the transaction	Outside of a trading venue

 

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