Result of Firm Placing

RNS Number : 9116C

Tekmar Group PLC

25 February 2022

 

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.  PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN TEKMAR GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF TEKMAR GROUP PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

25 February 2022

TEKMAR GROUP PLC

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

Result of Firm Placing

Tekmar Group (AIM: TGP), a leading provider of technology and services for the global offshore energy markets, is pleased to announce that, further to the announcement made earlier today regarding the Fundraising (the "Launch Announcement"), it has conditionally raised gross proceeds of approximately £4 million via the Firm Placing at the Issue Price of 45 pence per share.

A total of 8,900,000 Firm Placing Shares have been placed by Singer Capital Markets Securities Limited at the Issue Price to raise gross proceeds for the Company of approximately £4 million.

All of the Company's Directors have participated in the Firm Placing. Alasdair MacDonald, CEO, has subscribed for 111,111 Firm Placing Shares, raising approximately £50,000 and the remaining Directors have participated, by way of the Directors' Subscription, for 122,222 Directors' Subscription Shares, raising further gross proceed of approximately £55,000.

The Firm Placing Shares, which include the Director Subscription Shares, represent approximately 17.2 per cent. of the existing issued share capital of the Company.

The net proceeds receivable by the Company from the Firm Placing, together with the net proceeds from the Open Offer once closed, will be used, as set out in the Launch Announcement, to:

o  provide working capital headroom to support new contract deployment;

o  invest in operational efficiency improvements;

o  support the Company's R&D and technology roadmap; and

o  strengthen the Company's balance sheet.

The Firm Placing is conditional upon, amongst other things, the passing of the Resolutions to be proposed at a general meeting of Shareholders to be held on 16 March 2022 at the offices of Tekmar Group plc, Innovation House, Centurion Way, Darlington DL3 0UP (the "General Meeting"). The Firm Placing is also conditional on the Placing and Open Offer Agreement not being terminated in accordance with its terms.  

Capitalised terms used in this announcement (this "Announcement") have the meanings given to them in the Launch Announcement, unless the context provides otherwise.

Alasdair MacDonald, CEO of Tekmar Group plc, said:

" On behalf of the Board, I would like to thank our institutional shareholders for their ongoing support. We are pleased to be launching the open offer, thereby providing an opportunity for our wider shareholder base to participate in the fundraising. The proceeds will help support the delivery of the Strategic Plan which we set out in 2021. We look forward to updating the market on our progress."

Participation by the Directors and Related Party Transactions

The number of Firm Placing Shares conditionally subscribed for by each of the Directors pursuant to the Firm Placing, and their resulting shareholdings on Admission, are set out below:

Participating Director*	Number of Existing Ordinary Shares	Number of Placing Shares subscribed for	Number of Ordinary Shares held on Admission	Percentage of Ordinary Shares on Admission**
Julian Brown (Chairman)	19,230	11,111	30,341	0.05%
Alasdair MacDonald (CEO)	511,156	111,111	622,267	0.99%
Derek Bulmer (CFO)	1,630	66,667	68,297	0.11%
Christopher Gill (NED)	19,230	11,111	30,341	0.05%
Ian Ritchey (NED)	-	33,333	33,333	0.05%

*none of the Participating Directors intend to take up their respective Open Offer Entitlements under the Open Offer

**assuming all of the Open Offer Shares are taken up in full under the Open Offer

In addition, Schroders Investment Management is a substantial shareholder (as defined in the AIM Rules) in the Company and has participated in the Firm Placing. The number of Firm Placing Shares allotted to Schroders Investment Management and its resulting shareholding on Admission is set out below:

Participating Shareholder*	Number of Existing Ordinary Shares	Number of Placing Shares subscribed for	Number of Ordinary Shares held on Admission	Percentage of Ordinary Shares on Admission**
Schroders Investment Management	5,744,029	3,911,111	9,655,140	15.36%

*Assuming Schroders Investment Management does not take up its respective Open Offer Entitlements under the Open Offer

**assuming all of the Open Offer Shares are taken up in full under the Open Offer

The participation of the Directors, and the participation of Schroders Investment Management (as a Substantial Shareholder under the AIM Rules), in the Firm Placing constitute related party transactions under rule 13 of the AIM Rules.

As there are no independent Directors (for the purposes of the Fundraising) to provide a fair and reasonable statement because all of the Directors are participating in the Firm Placing, Singer Capital Markets Advisory LLP (in its capacity as Nominated Adviser for the purposes of the AIM Rules) considers that the participation of the Directors and Schroders Investment Management, in the Firm Placing are each fair and reasonable insofar as the Shareholders are concerned. 

General Meeting

The Fundraising is conditional upon, amongst other things, the Resolutions being duly passed by Shareholders at the General Meeting. A Circular, which will provide further details of the Fundraising and will include a notice convening the General Meeting (the "Circular"), will be sent to Shareholders and be available on the Company's website on or around 28 February 2022.

Admission, settlement and dealings

Application will be made for the admission of up to 11,149,015 New Ordinary Shares to trading on AIM (comprising 8,900,000 Firm Placing Shares, and up to 2,249,015 Open Offer Shares) and, subject to, inter alia, Shareholder approval, dealings in the New Ordinary Shares are expected to occur at 8.00 a.m. on or around 17 March 2022.

This Announcement should be read in its entirety.  In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

Enquiries:

Tekmar Group plc Alasdair MacDonald, CEO Derek Bulmer, CFO	[phone]
Singer Capital Markets (Nominated Adviser and Joint Broker) Rick Thompson / Rachel Hayes / Amanda Gray / Alex Bond	[phone]
Bamburgh Capital Limited (Financial PR & Investor Relations) Murdo Montgomery	[phone]

The person responsible for arranging the release of this announcement on behalf of the Company is Derek Bulmer, Chief Financial Officer.

About Tekmar Group plc  -  www.tekmargroup.com

Tekmar Group plc (LON:TGP) collaborates with its partners to deliver robust and sustainable engineering led solutions that enable the world's energy transition.

Through our Offshore Energy and Marine Civils Divisions we provide a range of engineering services and technologies to support and protect offshore wind farms and other offshore energy assets and marine infrastructure. With near 40 years of experience, we optimise and de-risk projects, solve customers' engineering challenges, improve safety and lower project costs. Our capabilities include geotechnical design and analysis, simulation and engineering analysis, bespoke equipment design and build, subsea protection technology and subsea stability technology. 

We have a clear strategy focused on strengthening Tekmar's value proposition as an engineering solutions-led business which offers integrated and differentiated technology, services and products to our global customer base.

Headquartered in Darlington, UK, Tekmar Group has an extensive global reach with offices, manufacturing facilities, strategic supply partnerships and representation in 18 locations across Europe, Africa, the Middle East, Asia Pacific and North America.

For more information visit: www.tekmargroup.co.uk .

Subscribe to further news from Tekmar Group at Group News .

IMPORTANT NOTICES

This Announcement is for information purposes only and does not itself constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in the Company and does not constitute investment advice.

Neither this Announcement, nor any copy of it, nor the information contained in it, is for publication, release, transmission, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful (or to any persons in any of those jurisdictions). This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any other state or jurisdiction (or to any persons in any of those jurisdictions). This Announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Placing Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan or the Republic of South Africa.

No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the EU Prospectus Regulation or the UK Prospectus Regulation.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

Singer Capital Markets, which is authorised and regulated in the United Kingdom by the FCA is acting solely for the Company and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. Singer Capital Markets is not responsible to anyone other than the Company for providing the protections afforded to clients of Singer Capital Markets or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein.

Singer Capital Markets Advisory LLP ("SCM Advisory"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser to the Company for the purposes of the AIM Rules and no-one else in connection with the Placing and the transactions and arrangements described in this Announcement and will not be responsible to any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or the transactions and arrangements described in this Announcement. SCM Advisory is not responsible to anyone other than the Company for providing the protections afforded to clients of SCM Advisory or for providing advice in connection with the contents of this Announcement, the Placing or the transactions and arrangements described herein. SCM Advisory's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Singer Capital Markets or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Singer Capital Markets to inform themselves about, and to observe, such restrictions.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

 

END

 

 

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