PrimaryBid Offer

RNS Number : 8054N

TMT Investments PLC

01 October 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES 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 CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN TMT INVESTMENTS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

THIS ANNOUNCEMENT IS 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

1 October 2021

TMT INVESTMENTS PLC

PrimaryBid Offer

TMT Investments Plc (AIM: TMT) ("TMT" or the "Company"), the venture capital company investing in high-growth, technology companies across a number of core specialist sectors, is pleased to announce a conditional subscription via PrimaryBid (the "PrimaryBid Offer") of new ordinary shares of no par value in the Company ("Ordinary Shares")(the "PrimaryBid Offer Shares") at an issue price of US$8.50 per share (the "Issue Price") which represents a discount of 7.6 per cent. to the closing middle market price of an Ordinary Share on 30 September 2021 (being the latest practicable date prior to the publication of this Announcement) and a premium of 13.5 per cent. to the Company's unaudited net asset value per share of US$7.49 as at 30 June 2021.

Earlier today, the Company also announced a conditional capital raise to raise US$18.5 million before expenses (the "Capital Raising") by way of the issue of an aggregate of 2,176,471 new Ordinary Shares at the Issue Price (the "Capital Raising Announcement").  The Capital Raising consists of a conditional placing of 1,577,672 new Ordinary Shares (the "Placing Shares") at the Issue Price with new and existing institutional investors and separate conditional direct subscriptions with the Company for an aggregate of 598,799 new Ordinary Shares (the "Subscription Shares" and together with the Placing Shares, the "New Ordinary Shares") by Executive Director Alexander Selegenev and certain members of the Company's founding management team and their connected parties.

The Capital Raising is conditional upon, inter alia, the New Ordinary Shares being admitted to trading on the AIM Market of the London Stock Exchange ("AIM")("Admission").

The PrimaryBid Offer is conditional upon Admission and the admission of the PrimaryBid Offer Shares being admitted to trading on AIM becoming effective ("PrimaryBid Admission").  Admission and PrimaryBid Admission are expected to become effective on or about 8.00 a.m. on 7 October 2021.

The PrimaryBid Offer will therefore not be completed without the Capital Raising also being completed.

The net proceeds of the PrimaryBid Offer, together with the net proceeds of the Capital Raising, will be used as described in the Capital Raising Announcement.

The PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors with the opportunity to participate in the PrimaryBid Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play.  PrimaryBid does not charge investors any commission for this service.

The PrimaryBid Offer, via the PrimaryBid mobile app, will be open to individual and institutional investors following the publication of this Announcement.  The PrimaryBid Offer is expected to close at 12 noon on 4 October 2021.  The PrimaryBid Offer may be closed early if it is oversubscribed.

A maximum of approximately US$1.5 million will be raised pursuant to the PrimaryBid Offer through the issue of a maximum of 176,470 PrimaryBid Offer Shares.  While the Issue Price is US$8.50, valid applications under the PrimaryBid Offer will be processed by PrimaryBid in Pounds Sterling (£) and the final Sterling equivalent Issue Price will be announced by the Company at the same time as the results of the PrimaryBid Offer.  At the time of this Announcement the Sterling equivalent of the Issue Price is £6.31 based on an exchange rate of US$1.00:£0.7422.

The Company 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.

No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid.  It is vital to note that once an application for PrimaryBid Offer Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the PrimaryBid Offer, visit  www.PrimaryBid.com  or email PrimaryBid at [e-mail]. 

The PrimaryBid Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing issued Ordinary Shares.

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). Upon the publication of this Announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

The person responsible for arranging the release of this announcement on behalf of the Company is Alexander Selegenev, a director of the Company.

For further information contact :

TMT Investments Plc Alexander Selegenev Executive Director www.tmtinvestments.com	[phone] (Computershare - Company Secretary) [e-mail]
Strand Hanson Limited (Nominated Adviser) James Bellman / James Dance	[phone]
PrimaryBid Limited Fahim Chowdhury / James Deal	[e-mail]
Kinlan Communications David Hothersall	[phone] [e-mail]

About TMT Investments Plc

TMT Investments Plc invests in high-growth technology companies across a number of core specialist sectors and has a significant number of Silicon Valley investments in its portfolio. Founded in 2010, TMT has a current investment portfolio of over 45 companies and unaudited net assets of US$218 million as at 30 June 2021.  The Company's objective is to generate an attractive rate of return for shareholders, predominantly through capital appreciation.  The Company is traded on the AIM market of the London Stock Exchange.  www.tmtinvestments.com .

Further details of the PrimaryBid Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the PrimaryBid Offer.  The Company is therefore making the PrimaryBid Offer available exclusively through the PrimaryBid mobile app.

The PrimaryBid Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Regulation Rules of the Financial Conduct Authority (the "Prospectus Regulation Rules").  As such, the Company is not required to publish a prospectus pursuant to the Prospectus Regulation Rules.  The PrimaryBid Offer is not being made into any Restricted Jurisdiction (as defined below) or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the PrimaryBid Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website at  www.PrimaryBid.com .  The terms and conditions on which the PrimaryBid Offer is made, including the procedure for application and payment for PrimaryBid Offer Shares, is available to all persons who register with PrimaryBid.

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.

It should be noted that a subscription for PrimaryBid Offer Shares and investment in the Company carries a number of risks.  Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for PrimaryBid Offer Shares.  Investors should take independent advice from a person experienced in advising on investment in securities such as the PrimaryBid Offer Shares if they are in any doubt.

Important notices

The distribution of this Announcement and any other documentation associated with the Capital Raising and the PrimaryBid Offer into jurisdictions other than the United Kingdom may be restricted by law.  Persons into whose possession these documents come should inform themselves about and observe any such restrictions.  Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction.  In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each a "Restricted Jurisdiction" ).

The PrimaryBid Offer Shares have not been and will not be registered under the US Securities Act 1933 (as amended) (the "US Securities Act" ) or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

There will be no public offer of the PrimaryBid Offer Shares in the United States.  The PrimaryBid Offer Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act.  The PrimaryBid Offer Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the PrimaryBid Offer Shares or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the US.

The PrimaryBid Offer Shares have not been and will not be registered under the relevant laws of any state, province or territory of any Restricted Jurisdiction and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Restricted Jurisdiction except pursuant to an applicable exemption from registration requirements.  There will be no public offer of PrimaryBid Offer Shares in Australia, Canada, Japan, or the Republic of South Africa.

This Announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the PrimaryBid Offer Shares.  In particular, this Announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share of the Company.

This Announcement may include statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include matters that are not historical facts.  They appear in a number of places throughout this Announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.  Forward-looking statements may and often do differ materially from actual results.  Any forward-looking statements in this Announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity.  Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.  Save as required by applicable law or by the AIM Rules for Companies, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this Announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this Announcement.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this Announcement.

Certain figures contained in this Announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this Announcement may not conform exactly with the total figure given.

All references to time in this Announcement are to London time, unless otherwise stated.

 

END

 

 

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