THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE EU MARKET ABUSE REGULATION WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME INCLUDING BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 (SI 2019/ 310) ("MAR")).
CT Automotive Group Plc
("CT Automotive", the "Group" or the "Company")
Result of Fundraising
and
Director Dealings
CT Automotive, a UK-headquartered company that designs, develops and supplies interior components for the global automotive industry, is pleased to announce that, following the announcement made on 27 April 2023 (the "Launch Announcement") regarding the launch of the proposed Placing, it has conditionally placed 15,265,745 Ordinary Shares in the capital of the Company at the Issue Price of 34 pence per share, raising gross proceeds of approximately £5.2 million. In addition, Subscribing Shareholders and certain Directors have subscribed for 7,102,574 Subscription Shares and 295,940 Director Subscription Shares respectively, raising approximately £2.4 million as part of the Subscription and £0.1 million as part of the Director Subscription.
Together, the Fundraising will result in the Company raising total gross proceeds of approximately £7.7 million and issuing 22,664,259 New Ordinary Shares.
The New Ordinary Shares, represent 45 per cent. of the issued ordinary share capital of the Company prior to the Fundraising.
Liberum acted as Nominated Adviser, broker and sole bookrunner in connection with the Placing.
Related Party Transaction
Otus Capital Management is considered to be a related party of the Company for the purposes of the AIM Rules by virtue of its status as a substantial shareholder of the Company.
Otus Capital Management have subscribed for 8,286,337 New Ordinary Shares as part of the Placing.
The Directors, other than Simon Phillips and Scott McKenzie, having consulted with the Company's Nominated Adviser, Liberum, consider that the terms of the participation in the Placing by Otus Capital Management are fair and reasonable insofar as the shareholders of the Company are concerned.
Director Participation
Certain Directors have subscribed, in aggregate, for 295,940 Director Subscription Shares at the Issue Price, with each individual's participation set out below:
| Name | Number of Ordinary Shares currently held | Number of Placing Shares subscribed for | Number of Ordinary Shares held following Admission | % of issued share capital held after Admission |
| Simon Phillips | 19,483,702 | 236,752 | 19,702,454 | 26.8 |
| Scott McKenzie | 2,185,038 | 59,188 | 2,244,758 | 3.1 |
Notice of General Meeting
The Circular containing further details of the Fundraising and convening the General Meeting on 11.30 a.m. on 15 May 2023 and containing Form of Proxy for the General Meeting is expected to be despatched to Shareholders on or around 28 April 2023 and will thereafter be available on the Company's website at https://CT-Automotive.net/.
Admission
Application will be made to London Stock Exchange plc for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 16 May 2023 (being the business day following the General Meeting), subject to the Resolutions being passed at the General Meeting.
The New Ordinary Shares will, when issued, be credited as fully paid and will be issued subject to the Company's articles of association and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Launch Announcement.
Enquiries:
| CT Automotive Group plc | via MHP |
| Simon Phillips (Executive Chairman) | |
| Liberum Capital Limited - Nominated Adviser and bookrunner | +44 (0) 20 3100 2000 |
| Richard Lindley / Benjamin Cryer / Lucas Bamber | |
| Blackdown Partners - Joint Financial Adviser | +44 (0) 20 3807 8484 |
| Julian Collett / Tom Fyson | |
| MHP Group - public relations adviser | +44 (0) 20 3128 8540 |
| Tim Rowntree / Charlie Baker | |
The information below set out in accordance with the requirement of the EU Market Abuse Regulation provides further detail.
| Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | ||||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a. | Name | Simon Phillips | ||||||
| 2 | Reason for notification |
| ||||||
| a. | Position/Status | Executive Chairman | ||||||
| b. | Initial notification/ Amendment | Initial Notification | ||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a. | Name | CT Automotive plc | ||||||
| b. | LEI | 213800RP7B4UJ1DDKY67 | ||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a. | Description of the financial instrument, type of instrument | Ordinary Shares of 5p each | ||||||
| b. | Nature of the transaction | Purchase of shares
| ||||||
| c. | Price(s) and volume(s) | | | | | | ||
| | Price(s) | Volume(s) | | |||||
| 34p | 236,752 | | ||||||
| | ||||||||
| d. | Aggregated information - Aggregated Volume - Price | n/a (single transaction) | ||||||
| e. | Date of the transaction | 27 April 2023 | ||||||
| f. | Place of the transaction | Off market transaction | ||||||
| Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | ||||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a. | Name | Scott McKenzie | ||||||
| 2 | Reason for notification |
| ||||||
| a. | Position/Status | Chief Executive Officer | ||||||
| b. | Initial notification/ Amendment | Initial Notification | ||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a. | Name | CT Automotive plc | ||||||
| b. | LEI | 213800RP7B4UJ1DDKY67 | ||||||
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a. | Description of the financial instrument, type of instrument | Ordinary Shares of 10p each | ||||||
| b. | Nature of the transaction | Purchase of shares
| ||||||
| c. | Price(s) and volume(s) | | | | | | ||
| | Price(s) | Volume(s) | | |||||
| 34p | 59,188 | | ||||||
| | ||||||||
| d. | Aggregated information - Aggregated Volume - Price | n/a (single transaction) | ||||||
| e. | Date of the transaction | 27 April 2023 | ||||||
| f. | Place of the transaction | Off market transaction | ||||||
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