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, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBIC OF IRELAND, SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Tekmar Group plc
("Tekmar", or the "Company")
Result of General Meeting
Issue of Equity and Total Voting Rights
Concert Party Holdings
Directorate Changes
Tekmar Group (AIM: TGP), a leading provider of technology and services for the global offshore energy markets, is pleased to announce that all resolutions put to Shareholders at the General Meeting held earlier today in connection with the Proposals, were duly passed.
The Placing and Retail Offer remains conditional, inter alia, upon Admission and the Placing Agreement not being terminated in accordance with its terms. The Subscription remains conditional upon Admission.
Issue of equity
The Company has therefore raised approximately £6.39 million (before expenses) through the Placing, Subscription and Retail Offer. Tekmar has issued and allotted 22,222,222 Placing Shares, 47,505,458 Subscription Shares and 1,273,164 Retail Shares. The Company has also issued and allotted 4,075,788 Management Shares to certain members of the senior management team, including Alasdair MacDonald the Group Chief Executive Officer, in settlement as part of their annual bonus payments.
Application has been made to the London Stock Exchange for 75,076,632 New Ordinary Shares to be admitted to trading on AIM. Admission and dealings in the New Ordinary Shares is expected to occur at 8.00 a.m. on 20 April 2023.
The New Ordinary Shares will rank pari passu with the Existing Ordinary Shares.
Total voting rights
Following Admission, the Company will have 136,036,866 Ordinary Shares in issue. No shares are held in treasury, therefore, the total number of voting rights in the Company following Admission will be 136,036,866.
Shareholders may use this figure 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 issued share capital of the Company, under the FCA's Disclosure Guidance and Transparency Rules.
Concert Party Holdings
Members of the Concert party will own 47,505,458 Ordinary Shares, 34.92 per cent. of the voting rights of the Company. Assuming exercise in full by the members of the Concert Party of conversion rights under the Convertible Loan Note Instrument, including the capitalisation of all accrued interest (and assuming that no other person converts any convertible securities or exercises any options or any other right to subscribe for shares in the Company), the members of the Concert Party would be interested in a maximum of 233,712,355 Ordinary Shares, representing approximately 72.53 per cent. of the enlarged voting rights of the Company. A table showing the respective individual interests in shares of the members of the Concert Party on completion of the Proposals and following the exercise of the conversion rights of the Convertible Loan Notes is set out below:
| Concert Party member | SCF Partners | SCF-IX | Steve Lockard | Totals |
| Current Interest in Ordinary Shares | - | - | - | - |
| Subscription Shares | - | 43,616,569 | 3,888,889 | 47,505,458 |
| Interest in Enlarged Ordinary Share Capital | - | 43,616,569 32.06% | 3,888,889 2.86% | 47,505,458 34.92% |
| Conversion Shares before accrued interest | - | 155,172,414 | - | 155,172,414 |
| Minimum Interest in Further Enlarged Ordinary Share Capital | - | 198,788,983 68.26% | 3,888,889 1.34% | 202,677,872 69.60% |
| Conversion Shares from accrued interest | - | 31,034,483 | - | 31,034,483 |
| Maximum Interest in Further Enlarged Ordinary Share Capital | - | 229,823,466 71.32% | 3,888,889 1.21% | 233,712,355 72.53% |
Directorate Changes
As outlined in the announcement on 31 March 2023, following completion of the Proposals, it is expected that Steve Lockard and Colin Welsh will join the Board of Tekmar as Non-Executive Directors, subject to customary due diligence by the Company's nominated adviser.
Further regulatory disclosures in relation to the appointments of Steve Lockard and Colin Welsh will be made at the time of confirmation of the effective dates of their appointments in due course.
Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as defined in the circular, published by the Company on 3 April 2023.
Enquiries:
| Tekmar Group plc Alasdair MacDonald / Leanne Wilkinson |
+44 (0)1325 349 050 |
| Singer Capital Markets (Nominated Adviser, Sole Bookrunner and Joint Financial Adviser) Rick Thompson / George Tzimas / Alex Emslie | +44 (0)20 7496 3000 |
| Bamburgh Capital Limited (Rule 3 Adviser and Joint Financial Adviser) Murdo Montgomery / Richard Evans | +44 (0) 131 376 0901 |
About Tekmar Group plc
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.
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