RE: RNS OUT - ALL PASSED4 Dec 2023 11:16
The Placing Agreement remains conditional, inter alia, upon:
· the Panel granting the Rule 9 Waiver (subject to independent shareholder agreement) and the circular to shareholders convening the Subscription General Meeting being posted;
· admission to trading on AIM of the Placing Shares ("Admission") becoming effective; and
· the Placing Agreement between the Company and the Joint Bookrunners (as defined below) not being terminated in accordance with its terms.
The Subscription Agreement remains conditional, inter alia, upon:
· Pinnacle being satisfied with the conclusion of its continuing due diligence enquiries;
· the UK Panel on Takeovers and Mergers (the "Panel") agreeing to waive the obligation under Rule 9 of the City Code on Takeovers and Mergers to make a mandatory offer for the entire issued share capital of the Company which would otherwise apply to Pinnacle upon completion of the Subscription and conversion of the convertible loan facility, subject to the approval of independent shareholders of the Company (the "Rule 9 Waiver"); and
· the resolutions to be proposed at the general meeting to approve the Subscription (which shall include the Rule 9 Waiver) (the "Subscription General Meeting") being passed.
The Convertible Loan Facility remains conditional, inter alia, upon:
· the Panel granting the Rule 9 Waiver (subject to independent shareholder agreement) and the circular to shareholders convening the Subscription General Meeting being posted; and
· the Subscription Agreement not being terminated.
The Board anticipates that the circular convening the Subscription General Meeting will be posted imminently. A further announcement will be made at this time.
The aggregate proceeds of the Placing and the Facility, net of expenses, are intended to provide the Group with working capital until late-December 2023, by when it is anticipated that the Subscription Agreement will have been completed. Pending receipt of the proceeds of the Placing and Facility, the Group has sufficient working capital until mid-December 2023.
Capitalised terms not defined in this announcement shall have the meaning given to them in the Previous Announcement, unless the context otherwise demands.
The person responsible for arranging the release of this announcement on behalf of the Company is Anita Breslin, Chief Financial Officer of the Company.
Enquiries