Ilika plc

Retail Offer

RNS Number : 7332E
Ilika plc
09 July 2021
 

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.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF ILIKA PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

THIS ANNOUNCEMENT AMOUNTS TO 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)

 

9 July 2021

 

Ilika plc

 

Retail Offer

 

Ilika plc (AIM: IKA), the advanced solid-state battery company ("Ilika" or the "Company"),   is pleased to announce a conditional offer for subscription via PrimaryBid (the " Retail Offer " ) of up to 2,142,857 new ordinary shares of 1   penny each in the capital of the Company ( " Ordinary Shares " and those new Ordinary Shares being the "Retail Offer Shares" ) at a price of 140 pence per Retail Offer Share (the " Issue Price " ), which represents a discount of approximately 30.0 per cent. to the closing mid-market price of 200 pence per share on 8 July 2021. A s announced earlier today, the Company is also conducting a placing of new Ordinary Shares at the Issue Price by way of an accelerated bookbuild process (the "Bookbuild" , the " Placing " and the "Placing Shares" ) and a proposed open offer of new Ordinary Shares at the Issue Price (the " Open Offer " ) and c ertain of the directors of the Company ( "Directors" ) intend to directly subscribe with the Company for new Ordinary Shares at the Issue Price (the "Director Subscriptions" and, together with the Placing, the Open Offer and the Retail Offer, the "Capital Raising" ).

 

Subject to, inter alia, the passing of the resolutions required to implement the Capital Raising (the "Resolutions" ) at a general meeting of the Company to be held at 11.00 a.m. on 28 July 2021 (the "General Meeting" ), application will be made to London Stock Exchange plc (the " London Stock Exchange " ) for the new Ordinary Shares proposed to be issued pursuant to the Capital Raising (except for the EIS/VCT Placing Shares, as defined in the Company's announcement of the Capital Raising earlier today) to be admitted to trading on AIM, the market of that name operated by the London Stock Exchange ( " Admission " ). Admission is expected to occur and dealings are expected to commence in the Retail Offer Shares at 8.00 a.m. on 30 July   2021 .

 

The Capital Raising is conditional, inter alia, upon:

(i)  the placing agreement between the Company and the joint bookrunners to the Placing (the "Joint Bookrunners" ) in connection with the Placing becoming unconditional in all respects (save for any condition relating to Admission) and not having been terminated in accordance with its terms prior to Admission;

 

(ii)  the passing of the Resolutions at the General Meeting; and

 

(iii)  Admission becoming effective by no later than 8.00 a.m. on 30 July 2021 (or such later time and/or date (being no later than 8.00 a.m. on 17 August 2021) as the Joint Bookrunners and the Company may agree).

 

 

The Retail Offer will not be completed without the Placing also being completed.

 

The Company will use the net proceeds of the Capital Raising to support the development of Ilika's solid-state electric vehicle ("EV") pouch cells through its Goliath programme until the programme reaches and exceeds Lithium Ion Battery ("LIB") equivalence.  

 

Retail Offer

 

The Company values its retail investor base and is therefore pleased to provide retail investors in the United Kingdom the opportunity to participate in the Retail 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 Retail Offer, via the PrimaryBid mobile app, will be open to retail investors in the United Kingdom immediately following the release of this announcement. The Retail Offer is expected to close by 12 noon. on 9 July 2021, the timing of the closing of the Retail offer is to be determined at the discretion of PrimaryBid.  The Retail Offer may close early if it is oversubscribed.

 

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 Retail Offer without giving any reason for such rejection.  Allocation will be at the discretion of the Company and any application (excluding any application below £100,000 from an individual, natural person) will require the applicant's identification details to be disclosed to the Company.

 

No commission is charged to investors on applications to participate in the Retail Offer made through PrimaryBid.  It is vital to note that, once an application for Retail 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 Retail Offer , visit  www.PrimaryBid.com  or email PrimaryBid at [email protected] . 

 

The Retail 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 Ordinary Shares.

 

Details of the Retail 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 investors in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available exclusively through the PrimaryBid mobile app.

 

The Retail Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Regulation Rules issued by the Financial Conduct Authority from time to time (the "Prospectus Regulation Rules" ). As such, the Company is not required to publish a prospectus pursuant to the Prospectus Regulation Rules.

 

The Retail Offer is not being made into the United States or any other jurisdiction where it would be unlawful to do so.  In particular, the Retail Offer is being made only to persons who are, and at the time the Retail Offer Shares are subscribed for will be, outside the United States and subscribing for Retail Offer Shares in an "offshore transaction" (as defined in, and in accordance with, Regulation S under the U.S. Securities Act of 1933, as amended ( " Regulation S " )). Persons who are resident or otherwise located in the United States or are U.S. persons (as defined in Regulation S) will not be eligible to register for participation in the Retail Offer or apply or subscribe for Retail Offer Shares and applications for Retail Offer Shares from such persons will not be accepted.

 

There is a minimum subscription of £250 per investor under the terms of the Retail 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 Retail Offer is made, including the procedure for application and payment for Retail Offer Shares, are 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 Retail Offer Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com before making a decision to subscribe for Retail Offer Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.

 

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

 

For further information contact:

 

Ilika plc

Graeme Purdy, Chief Executive

Steve Boydell, Finance Director

 

www.ilika.com

Via Walbrook PR

PrimaryBid Limited

F ahim Chowdhury / James Deal

 

[email protected]

Walbrook PR Ltd

Tom Cooper

Lianne Cawthorne

Nick Rome

Tel: 020 7933 8780 / [email protected]

 

Mob: 0797 122 1972

Mob: 07584 391 303

Mob: 07748 325 236

 

Note:

The information contained within this announcement (this "Announcement" ) is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU Regulation No. 596/2014) (as it forms part of United Kingdom 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. If you have any queries on this, then please contact Steve Boydell, Finance Director of the Company (the person responsible for arranging the release of this Announcement) on 0203 8011 1400.

 

 

 

 

IMPORTANT NOTICES

 

This Announcement includes 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", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company nor any of its associates, directors, officers or advisers undertakes any obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

 

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

 

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

 

The New Ordinary Shares to be issued pursuant to the Capital Raising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

 

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

 

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