The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under The Market Abuse Regulation (EU 596/2014) pursuant to The Market Abuse (Amendment) (EU Exit) Regulations 2018. Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.
Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States of America, Canada, Russia, Australia, Japan, the Republic of Ireland, the Republic of South Africa, New Zealand, Cayman Islands, Barbados, Switzerland, the State of Kuwait or Singapore in or into any other jurisdiction where offers or sales would be prohibited by applicable law. This announcement is for information purposes only and is not an offer to sell or a solicitation to buy securities in Kromek Group plc or any other entity in any jurisdiction, including the United States of America, Canada, Russia, Australia, Japan, the Republic of Ireland, the Republic of South Africa, New Zealand, Cayman Islands, Barbados, Switzerland, the State of Kuwait or Singapore.
Kromek Group plc
("Kromek", the "Company" or the "Group")
Result of Oversubscribed Open Offer, General Meeting
and
Total Voting Rights
Kromek (AIM: KMK), a leading developer of radiation and bio-detection technology solutions for the advanced imaging and CBRN detection segments, is pleased to announce that at its General Meeting held earlier today all resolutions, as set out in the Circular dated 9 May 2023 relating to a conditional Placing and Subscription to raise £7.0 million and an Open Offer to raise up to an additional £1.0 million, were duly passed. The Company is also pleased to announce that it has raised £1.0 million via the Open Offer and, accordingly, has raised total gross proceeds of approximately £8.0 million through the Transaction.
The Open Offer closed for acceptances at 11.00 a.m. on 23 May 2023 and was oversubscribed. Valid acceptances have been received in respect of 74,749,006 Open Offer Shares, representing approximately 363 per cent. of the Open Offer Shares available under the Open Offer. In accordance with the terms and conditions of the Open Offer, all applications made pursuant to the Open Offer (other than Excess Shares applied for under the Excess Application Facility) have been met in full and a scaling back exercise has been undertaken in respect of applications for Excess Shares. The Company has therefore raised gross proceeds of approximately £1.0 million through the Open Offer.
As set out in the Circular dated 9 May 2023, certain Directors of the Company indicated their intention to participate in the Transaction. Following the completion of the Transaction and on Admission, their interests in Ordinary Shares will be as follows:
| Director | Position | Number of Ordinary Shares held prior to the Transaction | Number of Ordinary Shares held as a percentage of the Existing Ordinary Share Capital | Number of Directors' Subscription Shares subscribed for | Number of Shares under the Placing | Number of Ordinary Shares held following the Transaction | Percentage of Ordinary Shares held following the Transaction |
| | | | | | | | |
| Rakesh Sharma* | Chairman | 807,539 | 0.19% | 400,000 | - | 1,207,539 | 0.20% |
| Arnab Basu | Chief Executive Officer | 2,988,750 | 0.69% | 100,000 | - | 3,088,750 | 0.52% |
| Paul Farquhar | Chief Financial Officer | 66,500 | 0.02% | - | 100,000 | 166,500 | 0.03% |
| Lawrence Kinet | Non-Executive Director | 350,000 | 0.08% | 400,000 | - | 750,000 | 0.13% |
| Jerel Whittingham | Non-Executive Director | 364,890 | 0.08% | 300,000 | - | 664,890 | 0.11% |
| Christopher Wilks | Non-Executive Director | 177,941 | 0.04% | 100,000 | - | 277,941 | 0.05% |
* Subscribed by his connected person, Kathleen Elizabeth Sharma
Application has been made for a total of 160,564,372 New Ordinary Shares, to be issued pursuant to the Transaction, to be admitted to trading on AIM. It is expected that Admission and dealings in the 160,564,372 New Ordinary Shares will commence on or around 8.00 a.m. on 26 May 2023. Following Admission, the Enlarged Share Capital of the Company will consist of 592,416,192 Ordinary Shares, none of which are held in treasury. Therefore, the total number of voting rights in the Company will be 592,416,192 and this figure may be used by 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.
This announcement should be read in conjunction with the full text of the Circular posted to Shareholders on 9 May 2023, copies of which are available on the Company's website at: www.kromek.com/investor-relations. The same definitions apply throughout this announcement as are applied in the Circular.
For further information, please contact:
| Kromek Group plc |
|
| Arnab Basu, CEO Paul Farquhar, CFO
| +44 (0)1740 626 060 |
| finnCap Ltd (Nominated Adviser and Broker) |
|
| Geoff Nash/Emily Watts/Seamus Fricker/ George Dollemore - Corporate Finance Tim Redfern/Charlotte Sutcliffe - ECM
| +44 (0)20 7220 0500 |
| Gracechurch Group (Financial PR) |
|
| Harry Chathli/Claire Norbury
| +44 (0)20 4582 3500 |
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Rakesh Sharma | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Non-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 | Kromek Group plc | ||||
| b) | LEI | 213800VLHYXGHEX5VQ48 | ||||
| 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 1 penny each | ||||
| Identification code | GB00BD7V5D43 | |||||
| b) | Nature of the transaction | Purchase of Ordinary Shares
| ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: Aggregated volume Price |
See 4c) above
| ||||
| e) | Date of the transaction | 25 May 2023 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM Market | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Arnab Basu | ||||
| 2. | Reason for the 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 | Kromek Group plc | ||||
| b) | LEI | 213800VLHYXGHEX5VQ48 | ||||
| 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 1 penny each | ||||
| Identification code | GB00BD7V5D43 | |||||
| b) | Nature of the transaction | Purchase of Ordinary Shares
| ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: Aggregated volume Price |
See 4c) above
| ||||
| e) | Date of the transaction | 25 May 2023 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM Market | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Paul Farquhar | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Chief Financial Officer | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Kromek Group plc | ||||
| b) | LEI | 213800VLHYXGHEX5VQ48 | ||||
| 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 1 penny each | ||||
| Identification code | GB00BD7V5D43 | |||||
| b) | Nature of the transaction | Purchase of Ordinary Shares
| ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: Aggregated volume Price |
See 4c) above
| ||||
| e) | Date of the transaction | 25 May 2023 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM Market | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Lawrence Kinet | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Kromek Group plc | ||||
| b) | LEI | 213800VLHYXGHEX5VQ48 | ||||
| 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 1 penny each | ||||
| Identification code | GB00BD7V5D43 | |||||
| b) | Nature of the transaction | Purchase of Ordinary Shares
| ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: Aggregated volume Price |
See 4c) above
| ||||
| e) | Date of the transaction | 25 May 2023 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM Market | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Jerel Whittingham | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Kromek Group plc | ||||
| b) | LEI | 213800VLHYXGHEX5VQ48 | ||||
| 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 1 penny each | ||||
| Identification code | GB00BD7V5D43 | |||||
| b) | Nature of the transaction | Purchase of Ordinary Shares
| ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: Aggregated volume Price |
See 4c) above
| ||||
| e) | Date of the transaction | 25 May 2023 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM Market | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Christopher Wilks | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Kromek Group plc | ||||
| b) | LEI | 213800VLHYXGHEX5VQ48 | ||||
| 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 1 penny each | ||||
| Identification code | GB00BD7V5D43 | |||||
| b) | Nature of the transaction | Purchase of Ordinary Shares
| ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: Aggregated volume Price |
See 4c) above
| ||||
| e) | Date of the transaction | 25 May 2023 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM Market | ||||
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