THIS ANNOUNCEMENT AND THE INFORMATION HEREIN (THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY, IN PARTICULAR, PERSONS RECEIVING THIS ANNOUNCEMENT SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE "IMPORTANT NOTICES" SECTION OF THIS ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN QUADRISE PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THE SECURITIES DISCUSSED HEREIN ARE NOT AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.
25 July 2023
Quadrise plc
(the "Company" and together with its subsidiaries the "Group" or "Quadrise")
Results of Open Offer
Quadrise Plc (AIM: QED), the supplier of innovative energy solutions for a cleaner planet, announces the results of its Open Offer. The Open Offer to Qualifying Shareholders was announced by the Company on 7 July 2023 and closed for acceptances, in accordance with its terms, at 11.00 a.m. on 25 July 2023.
The Company is pleased to announce that it has received valid acceptances and excess applications from Qualifying Shareholders for a total of 67,573,855 Open Offer Shares under the Open Offer, representing approximately 38 per cent. of the 175,863,121 Open Offer Shares available under the Open Offer.
As a result, and subject to Second Admission becoming effective, 67,573,855 Open Offer Shares will be issued in connection with the Open Offer, raising £0.84 million (before expenses) for the Company at an Issue Price of 1.25 pence per Open Offer Share. As a consequence, the Placing announced on 7 July 2023 and the Open Offer will have raised, at the Issue Price, £1.94 million (before expenses) for the Company.
Capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the circular posted to shareholders on 10 July 2023.
Director participation in the Open Offer
The following Directors and PDMRs of the Company have participated in the Open Offer, as follows:
| Director/PDMR | Number of Existing Ordinary Shares | Number of Placing Shares subscribed for | Number of Ordinary Shares held on First Admission | Number of Open Offer Shares subscribed for | Number of Ordinary Shares held on Second Admission** |
| Jason Miles | 3,905,988 | 0 | 3,905,988 | 488,248 | 4,394,236 |
| Laurie Mutch | 522,107 | 0 | 522,107 | 160,000 | 682,107 |
| Philip Snaith | 506,649 | 0 | 506,649 | 240,000 | 746,649 |
| David Scott | 30,309 | 0 | 30,309 | 80,000 | 110,309 |
The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation (2014/596/EU) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and as modified by or under the European Union (Withdrawal) Act 2018 or other domestic law, provides further detail.
Admission and dealings
The Open Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with each other and with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Second Admission. Application has been made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM ("Admission"). Settlement and dealings for the Open Offer Shares and Second Admission are expected to take place on or around 8.00 a.m. on 26 July 2023.
Total voting rights
Following Second Admission, the Company will have a total of 1,562,478,823 Ordinary Shares in issue, with no Ordinary Shares held in treasury. Therefore, following Second Admission, this figure may be used by shareholders of the Company as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority ("FCA").
Jason Miles, CEO of Quadrise commented:
"We are pleased with this Open Offer result and wish to thank our loyal shareholders for their support. These proceeds, together with the £1.1m raised in the placing, are forecast to extend the Company's cash runway into Q3 2024, by which time we expect our projects to be generating revenues. We look forward to keeping shareholders updated as the Company progresses towards commercial supply of our cleaner energy solutions."
For further information contact:
| Quadrise Plc | | +44 (0)20 7031 7321 |
| Andy Morrison, Chairman Jason Miles, Chief Executive Officer | | |
| | | |
| Nominated Adviser | | |
| Cenkos Securities plc | | +44 (0)20 7397 8900 |
| Ben Jeynes | | |
| Katy Birkin | | |
| Joint Brokers Shore Capital Stockbrokers Limited | |
+44 (0)20 7408 4090 |
| Toby Gibbs, Rachel Goldstein (Corporate Advisory) | | |
| Fiona Conroy (Corporate Broking) | | |
|
|
|
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| VSA Capital Limited Andrew Raca (Corporate Finance) Andrew Monk (Corporate broking) | | +44 (0)20 3005 5000 |
| | | |
| Public & Investor Relations |
|
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| Vigo Consulting Patrick D'Ancona Charlie Neish | | +44 (0)20 7390 0230 |
IMPORTANT NOTICES
The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended). Upon the publication of this Announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.
Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser exclusively for the Company and no one else in connection with the Placing and the Open Offer and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice, in relation to the Open Offer or any other matter referred to in this Announcement. Cenkos' responsibilities as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed to the London Stock Exchange plc and the Company and not to any other person.
Shore Capital Stockbrokers Limited ("Shore Capital") and VSA Capital Limited ("VSA Capital"), who are authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company as joints bookrunners and brokers and no one else in connection with the Placing and Open Offer and will not regard any other person (whether or not a recipient of this Announcement) as their client in relation to the Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice, in relation to the Placing and Open Offer or any other matter referred to in this Announcement. The responsibilities of Shore Capital and VSA Capital as the Company's joint brokers are owed to the London Stock Exchange plc and not to any other person.
This Announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this Announcement or otherwise.
This Announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the Financial Services and Markets Act 2000 ("FSMA"), as amended, or otherwise. This Announcement is not an "approved prospectus" within the meaning of Section 85(7) of the FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Regulation Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or the United Kingdom version of Prospectus Regulation (EU) 2017/1129 as it forms part of retained European Union law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Its contents have not been examined or approved by the London Stock Exchange plc, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.
The distribution of this Announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this Announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
This Announcement (including any information incorporated by reference in this Announcement), oral statements made regarding the contents of this Announcement, and other information published by Quadrise contain statements about Quadrise that are or may be deemed to be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, may be forward looking statements.
These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers should not rely on such forward-looking statements, which speak only as of the date of this Announcement. Quadrise disclaims any obligation or responsibility to update publicly or review any forward-looking or other statements contained in this Announcement, except as required by applicable law.
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.
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 | 1. Jason Miles 2. Laurie Mutch 3. Philip Snaith 4. David Scott
| |
| 2 | Reason for the notification
| ||
| a) | Position/status | 1. PDMR (Chief Executive) 2. PDMR (Non-Executive Director) 3. PDMR (Non-Executive Director) 4. PDMR (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 | Quadrise plc
| |
| b) | LEI | 213800HN2ETG5476U328
| |
| 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 1p each | |
|
| Identification code | GB00B11DDB67
| |
| b) | Nature of the transaction | Purchase of Ordinary Shares pursuant to Open Offer
| |
| c) | Price(s) and volumes(s) | Price(s) | Volume(s)
|
| 1. 1.25 pence 2. 1.25 pence 3. 1.25 pence 4. 1.25 pence
| 1. 488,248 2. 160,000 3. 240,000 4. 80,000
| ||
| d) | Aggregated information | N/A (single transactions)
| |
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| Aggregated volume | N/A (single transactions)
| |
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| Price | N/A (single transactions)
| |
| e) | Date of the transaction | 25 July 2023
| |
| f) | Place of the transaction | Outside of a trading venue
| |
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