Result of Placing and Posting of Circular

Rosslyn Data Technologies PLC

09 October 2024

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") 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, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE NEW SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. PLEASE SEE THE IMPORTANT INFORMATION IN THE APPENDIX TO THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

9 October 2024

Rosslyn Data Technologies plc

("Rosslyn", the "Group" or the "Company")

Result of Placing and Posting of Circular

Rosslyn (AIM: RDT), the provider of a leading cloud-based enterprise data analytics platform, is pleased to announce that, further to the announcement made on 8 October 2024 regarding the Fundraising, 2023 CLN conversion and the Capital Reorganisation (the "Launch Announcement"), it has raised £1.64 million (before expenses) via the placing of 32,720,000 Placing Shares (comprising 28,660,000 General Placing Shares and 4,060,000 EIS/VCT Placing Shares) at the Issue Price of 5 pence per share, as well as the issue of £1.20 million of Convertible Loan Notes.

In addition, a retail offer via Bookbuild platform to raise up to £0.25 million was announced and opened to eligible investors in the United Kingdom at 4.55 p.m. on 8 October 2024 (the "Retail Offer Announcement"). It is expected that the Retail Offer will be closed on 10 October 2024. Further information of the Retail Offer can be found in the Retail Offer Announcement.

Furthermore, and as announced in the Launch Announcement, James Appleby, Non-Executive Chairman has confirmed his intention to subscribe for £264,000 via the issue of Subscription Shares at the Issue Price following the release of the Company's FY24 Results.

Related party transaction

Canaccord Genuity Group Inc. ("Canaccord"), a substantial shareholder of the Company (as defined in the AIM Rules), has conditionally subscribed for 2,500,000 Placing Shares at the Issue Price and £400,000 of the 2024 Convertible Loan Notes. The participation by Canaccord in the Fundraising constitutes a related party transaction under rule 13 of the AIM Rules.

Accordingly, Cavendish, acting in its capacity as the Company's nominated adviser, confirms that it considers the terms of the participation by Canaccord in the Fundraising is fair and reasonable in so far as the Shareholders are concerned.

General Meeting

The Fundraise, Conversion and Capital Reorganisation are each conditional on, inter alia, shareholder approval of certain resolutions to be proposed at a general meeting of the Company to be held on 25 October 2024.

The Circular, including the Notice of General Meeting, is being posted to Shareholders today and is available on the Company's website at https://www.rosslyn.ai/investors.

Admission, settlement and dealings

Application will be made for admission of the New Ordinary Shares (comprising 17,659,275 existing Ordinary Shares following the Capital Reorganisation, 32,720,000 Placing Shares, 13,328,150 Conversion Shares and up to 5,000,000 Retail Offer Shares) to trading on AIM, being the market of that name operated by the London Stock Exchange.

Admission is expected to take place at 8.00 a.m. on or around 28 October 2024.

In addition to the passing of the Resolutions, the Placing, Retail Offer, issue of the 2024 Convertible Loan Notes, Conversion and Capital Reorganisation are each conditional upon, among other things, Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

The New Ordinary Shares following the Capital Reorganisation will have the same rights as those currently accruing to the Existing Ordinary  Shares in issue, including those relating to voting and entitlement to dividends. The Placing Shares, Retail Offer Shares and Conversion Shares, when issued, will be fully paid and will rank pari passu in all respects with the New Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Assuming the Director's Intended Subscription proceeds, the Company will apply for admission of the Subscription Shares to trading on AIM separately and to take effect following publication of the FY24 Results and the admission of the New Ordinary Shares;

Capitalised terms in this announcement shall have the same meaning as in the Circular.

For further information please contact:

Rosslyn
Paul Watts, Chief Executive Officer James Appleby, Chairman	[phone]
Cavendish Capital Markets Limited (Nominated adviser and Broker)
Stephen Keys/Camilla Hume/George Lawson	[phone]
Gracechurch Group (Financial PR)
Claire Norbury/Anysia Virdi	[phone]

Important notices

No person has been authorised to give any information or make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been so authorised. The making of this announcement shall not, under any circumstances, create any implication that there has not been any change in the affairs of the Company since the date of this announcement or that the information is correct as of any subsequent time.

This announcement does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe for or buy Fundraising Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation. Accordingly, the Fundraising Shares may not, subject to certain exceptions, be offered or sold, directly or indirectly, in, or into, the United States of America, Canada, Australia, Japan, the Republic of Ireland or the Republic of South Africa, New Zealand or Hong Kong or in any other country, territory or possession where to do so may contravene local securities laws or regulations. The Fundraising Shares have not been, and will not be, registered under the Securities Act or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, the Republic of Ireland, the Republic of South Africa, Japan, New Zealand or Hong Kong and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, the Republic of Ireland, South Africa, Japan, New Zealand or Hong Kong.

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser and Sole Broker exclusively for the Company and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Cavendish by FSMA or the regulatory regime established thereunder, Cavendish accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. Cavendish accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement. The responsibilities of Cavendish as the Company's nominated adviser under the AIM Rules and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.

No representation, responsibility or warranty, expressed or implied, is made by Cavendish, the Company or any of their respective directors, officers, employees or agents as to any of the contents of this announcement, the Placing or any other matter referred to in this announcement. Cavendish will not be offering advice and will not otherwise be responsible for providing customer protections to recipients of this announcement or for advising them on the contents of this announcement or any other matter.

The New Ordinary Shares will not be registered under the Securities Act or under the securities laws of any state of the United States and, absent registration or an exemption therefrom, may not be offered or sold in the United States. The New Ordinary Shares will not be registered under any of the relevant securities laws of Canada, Australia, Japan, New Zealand, the Republic of Ireland, the Republic of South Africa or Hong Kong. Accordingly, unless otherwise determined by the Company and permitted by the applicable law and regulations, the Fundraising Shares may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into the United States, Canada, Australia, Japan, New Zealand, the Republic of Ireland, the Republic of South Africa or Hong Kong.

 

END