Result of the PrimaryBid Offer

RNS Number : 9674N

TMT Investments PLC

04 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.

Unless otherwise defined herein, capitalised terms used in this Announcement shall have the same meanings as defined in the Company's announcement released at 4:30 p.m. on 1 October 2021 entitled "Placing and Subscription to raise US$18.5 million".

For immediate release

4 October 2021

TMT INVESTMENTS PLC

Result of the PrimaryBid Offer

TMT Investments Plc (AIM: TMT) ("TMT" or the "Company") , t he venture capital company investing in high-growth, technology companies across a number of core specialist sectors , is pleased to announce the results of the PrimaryBid Offer announced on 1 October 2021 .

The PrimaryBid Offer, which successfully completed and closed at 12 noon on 4 October 2021, has  conditionally raised gross proceeds of US$758,506 at the Issue Price via the issue of 89,236 new Ordinary Shares (the "PrimaryBid Offer Shares").  The Sterling equivalent of the Issue Price used for the purposes of applications under the PrimaryBid Offer was £6.31 based on an exchange rate of US$1.00:£0.7422.

The Company has therefore raised gross proceeds of, in aggregate, approximately US$19.3m pursuant to the Capital Raising and PrimaryBid Offer.

The Company will issue and allot, in aggregate, 2,265,707 new Ordinary Shares in connection with the Capital Raising and the PrimaryBid Offer conditional upon, inter alia, the New Ordinary Shares and the PrimaryBid Shares being admitted to trading on the AIM Market of the London Stock Exchange ( "Admission"). Application has been made for Admission, which is expected to occur, and dealings in the New Ordinary Shares commence, on or around 8.00 a.m. on 7 October 2021.

Total Voting Rights

Following Admission, the Company will have 31,451,538 ordinary shares of no par value in issue.  The figure of 31,451,538 may be used by the Company's shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Enquiries

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]

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.

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.

 

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