Replacement: Result of GM and Open Offer

Grafenia plc
15 September 2023
 

The following announcement replaces the announcement released on 15 September 2023 at 10:22 under RNS number 6221M which contained four errors. These errors related to the amount of open offer shares subscribed for being understated by 10 Ordinary Shares and the subsequent effect that has on the number of Ordinary Shares in issue upon Second Admission.

 

All other details remain unchanged and the corrected announcement is set out below.

 

15 September 2023

Grafenia plc

("Grafenia" or "the Company" or the "Group")

 

Result of General Meeting

 

Result of Open Offer

 

Grafenia plc (AIM: GRA) is pleased to announce that at the Company's General Meeting held earlier today, the following resolutions were put to Shareholders at the meeting and were duly passed on a show of hands with the table below summarising proxy votes:

 

Resolution

Number of

Votes for

% of votes cast (excluding votes withheld)

Number of votes against

% of votes cast (excluding votes withheld)

Total votes cast (excluding votes withheld)

Number of votes withheld

1. The Directors be generally and unconditionally authorised to allot shares of the Company or to grant rights to subscribe for, or to convert any security into, shares of the Company up to an aggregate nominal value of £3,659,972.51.

39,223,820

99.77%

89,151

0.23%

39,312,971

5,639,919

2. The Share Option Plan be approved.

35,168,759

97.62%

857,784

2.38%

36,026,543

8,926,347

3. The CSOP Plan be approved.

35,168,759

97.62%

857,784

2.38%

36,026,543

8,926,347

4.  Subject to the passing of Resolution 1, the directors allot equity securities for cash.

44,858,739

99.80%

89,151

0.20%

44,947,890

5,000

 

Votes which have been cast at the discretion of the Chairman have been counted as votes for the resolutions. Votes Withheld are not votes in law and do not count in the number of votes counted for or against a resolution.

 

The Company also announces the results of the Open Offer pursuant to the Fundraising announced on 29 August 2023. The Company received valid acceptances from Qualifying Shareholders in respect of a total of 5,004,250 Open Offer Shares.  All Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full and excess entitlements.

 

Accordingly, the Company is pleased to confirm that as a result of obtaining Shareholder approval for the Fundraising, the Company has raised total gross proceeds of approximately £23.4 million.

 

Director participation in the Fundraising

 

The Directors' interests in the Ordinary Shares of the Company following the Fundraising are set out below:

 

Director

Existing beneficial interest in Ordinary Shares

Number of Subscription Shares subscribed for

Number of Ordinary Shares held on First Admission

Number of Open Offer Shares to be received

Number of Ordinary Shares held on Second Admission

% of Enlarged Share Capital

Jan Mohr

-

-

-

-

-

-

Gavin Cockerill

92,518

-

92,518

46,259

138,777

0.04%

Iain Brown

84,075

-

84,075

-

84,075

0.02%

Richard Lightfoot

152,156

-

152,156

467,646

619,802

0.16%

Matthias Riechert

-

2,352,940

2,352,940

-

2,352,940

0.60%

Simon Barrell

85,356

-

85,356

42,678

128,034

0.03%

Conrad Bona

1,168,841

-

1,168,841

1,294,118

2,462,959

0.63%

 

The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation (2014/596/EU) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and as modified by or under the European Union (Withdrawal) Act 2018 or other domestic law, provides further detail.

 

Use of Proceeds

 

The Company set out in its announcement of 29 August 2023 the use of the proceeds from the Fundraise, a summary of which is as follows:

 

·    to acquire more VMS businesses that match the Company's criteria;

·    to repurchase certain of its existing Bond arrangements. It is expected that the Company will repurchase up to £7.6m of bonds at 87% of their face value (utilising up to £6.6m of the proceeds of the Fundraising excluding accrued interest payable and costs) on or around 21 September 2023; and

·    to pay £3.4m of deferred consideration that will become due for the first four acquisitions, and £0.3m of Fundraising costs.

 

Admission of New Ordinary Shares

 

Admission of the First Placing Shares and the Subscription Shares, totaling 154,705,874 new Ordinary Shares, is expected to occur on or around 20 September 2023.  Admission of the Second Placing Shares and the Open Offer Shares, totaling 120,886,604 new Ordinary Shares, is expected to occur on or around 29 September 2023.

 

The Placing Shares, the Subscription Shares and the Open Offer Shares will, when issued and fully paid, rank equally in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after admission to trading on AIM.

 

Total Voting Rights

 

Upon First Admission, the Company's issued share capital will consist of 269,196,702 Ordinary Shares with one voting right each. The Company does not hold any ordinary shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 269,196,702.  With effect from First Admission, this figure may be used by Shareholders as the denominator for calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

 

Upon Second Admission, the Company's issued share capital will consist of 390,083,306 Ordinary Shares with one voting right each. The Company does not hold any ordinary shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 390,083,306.  With effect from Second Admission, this figure may be used by Shareholders as the denominator for calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

 

Annual General Meeting

 

The Company looks forward to welcoming shareholders at its Annual General Meeting to be held at the Company's offices at Nettl of Birmingham Business Store, 37a Great Charles Street Queensway, Birmingham B3 3JY at 10:00 am on Tuesday 26 September 2023.

 

All capitalised terms used throughout this announcement shall have the meanings given to such terms in the Definitions section in Appendix II to the Company's announcement dated 29 August 2023.

 

For further information:

 

Grafenia plc

 

Gavin Cockerill                                                                                                  07968 510 662

 

Allenby Capital Limited (Nominated Adviser and Broker)           

 

David Hart / Piers Shimwell (Corporate Finance)                                                0203 328 5656

 

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

1. Gavin Cockerill

2. Richard Lightfoot

3. Simon Barrell

4. Conrad Bona

 

2

Reason for the notification

 

a)

Position/status

1. PDMR (Chief Executive)

2. PDMR (Director)

3. PDMR (Non-Executive Director)

4. PDMR (Non-Executive Director)

 

b)

Initial notification/Amendment

Initial Notification

 

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Grafenia plc

 

b)

LEI

213800OKTI2518K5KM22

 

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

GB0009638130

 

b)

Nature of the transaction

Purchase of Ordinary Shares pursuant to Open Offer

 

c)

Price(s) and volumes(s)

Price(s)

Volume(s)

 

1 8.5 pence

2. 8.5 pence

3. 8.5 pence

4. 8.5 pence

 

1. 46,259

2. 467,646

3. 42,678

4. 1,294,118

 

d)

Aggregated information

N/A (single transactions)

 


Aggregated volume

N/A (single transactions)

 


Price

N/A (single transactions)

 

e)

Date of the transaction

15 September 2023

 

f)

Place of the transaction

Outside of a trading venue

 

 

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