ADVFN Regulatory News (AFN)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER ARTICLE 7 OF THE EU REGULATION 596/2014 AS IT FORMS PART OF THE UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

 6 January 2023

ADVFN plc

("ADVFN" or the ''Company'')

Final Results of Open Offer

The Board of ADVFN is pleased to announce that further to the announcement published earlier today, after scaling back, the Company has conditionally raised gross proceeds of approximately £4.52 million through the issue of 13,708,380 new Open Offer Shares and 4,569,437 Open Offer Warrants at an Issue Price of 33 pence per Open Offer Share in connection with the Open Offer.

Background

On 6 December 2022, ADVFN announced a proposed equity fundraise of up to approximately £6.82 million, before expenses, through an Open Offer pursuant to which Qualifying Shareholders were able to subscribe at an Issue Price of 33 pence per Open Offer Share on the basis of 11 Open Offer Shares for every 14 Existing Ordinary Shares for an aggregate of up to 20,676,322 Open Offer Shares. Qualifying Shareholders were also able to apply for Excess Shares through an Excess Application Facility. On 20 December 2022, the Company announced that the Board had decided to extend the closing date of the Open Offer (as permitted by the terms of the Open Offer) to 11.00am on Thursday, 5 January 2023.

Result of Open Offer

As set out in the Open Offer circular, no allocations of Open Offer Shares will be made to Qualifying Shareholders where such Open Offer Shares would result in any person or persons acquiring or increasing control of the Company within the meaning given in sections 181 and 182 of FSMA, without the relevant regulatory approval of such acquisition or increase of control having first been obtained and not having expired prior to such allocation. Unless the Company is satisfied that such valid approval has been obtained, the Company will reduce the allocations for Open Offer Shares to relevant Qualifying Shareholders such that there is no such acquisition or increase in control of the Company within the meaning given in sections 181 and 182 of FSMA.

Amit Tauman, a director of the Company, applied for his Basic Entitlement in full and applied for Excess Shares under the Excess Application Facility for in aggregate 3,257,151 Offer Shares, amounting to £1,074,860 in aggregate. In addition, his father Yair Tauman applied for his Basic Entitlement in full and for Excess Shares for in aggregate 1,800,000 Offer Shares. As described in the announcement of 6 December 2022, Amit Tauman, together with his father Yair Tauman, has applied to the FCA for further approval to hold up to 29.9 per cent. of the Company's issued share capital (the "FCA Approval") and pending such approval, 2,199,575 Open Offer Shares have been issued to Amit Tauman and 742,424 Open Offer Shares have been issued to Yair Tauman. The balance of 1,057,576 Open Offer Shares subscribed by Amit Tauman and 1,057,576 Open Offer Shares subscribed by Yair Tauman will be subsequently issued upon the receipt of the FCA Approval. On completion of the Open Offer, Amit Tauman will be interested in aggregate 4,380,395 Ordinary Shares representing 10.95 per cent. of the Enlarged Issued Share Capital and his father Yair Tauman will be interested in aggregate 3,619,104 Ordinary Shares representing 9.04 per cent. of the Enlarged Issued Share Capital.

In addition, the Company received an application from a registered nominee under the Open Offer for 3,194,725 Offer Shares which, if issued in full, would result in an underlying shareholder holding in excess of 9.9 per cent. of the Company's Enlarged Issued Share Capital without approval within the meaning given in sections 181 and 182 of FSMA. Accordingly, the Company has reduced the allocation for Open Offer Shares to the registered nominee to 1,685,634 Open Offer Shares.

Accordingly, following the scaling back of applications to comply with the provisions of FSMA as described above, a total of 13,708,380 new Ordinary Shares and 4,569,437 Open Offer Warrants have been issued in connection with the Open Offer, raising a total of £4.52 million. Save as explained above, all Qualifying Shareholders who have validly applied for Open Offer Shares will receive their Basic Entitlement and any application made under Excess Application Facility in full. In addition, as previously announced, one (1) Open Offer Warrant will be issued for every three (3) Open Offer Shares successfully subscribed for.

The Open Offer is conditional upon Admission occurring. Application has been made to the London Stock Exchange for 13,708,380 new Ordinary Shares to be admitted to trading on AIM and it is expected that Admission will become effective and dealings will commence in the New Ordinary Shares at 8.00 a.m. on 9 January 2023. The Open Offer Shares shall rank pari passu in all respects with all other Ordinary Shares then in issue.

Following Admission, the Company will have 40,023,699 Ordinary Shares in issue and admitted to trading on AIM

This announcement should be read in conjunction with the full text of the circular issued on 6 December 2022 ("Circular"). All capitalised/defined terms used in this announcement and not otherwise defined shall have the meanings given to them in the Circular.

A copy of this announcement is available on the Company's website, www.advfnplc.com.

For further information please contact:

IMPORTANT NOTICES

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is the Company's nominated adviser for the purposes of the AIM Rules. Beaumont Cornish is acting exclusively for the Company and will not regard any other person (whether or not a recipient of this announcement) as a client 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 contents of this document or any other matter referred to herein. Beaumont Cornish's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed to the London Stock Exchange and not to any other person and in particular, but without limitation, in respect of their decision to acquire Open Offer Shares or Open Offer Warrants in reliance on any part of this announcement. Beaumont Cornish has not authorised the contents of this announcement for any purpose and no liability whatsoever is accepted by Beaumont Cornish nor does it make any representation or warranty, express or implied, as to the accuracy of any information or opinion contained in this announcement or for the omission of any information. Beaumont Cornish expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.

Peterhouse House Capital Limited ("Peterhouse"), which is authorised and regulated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is the Company's broker for the purposes of the AIM Rules. Peterhouse is acting exclusively for the Company and will not regard any other person (whether or not a recipient of this announcement) as a client 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 contents of this announcement or any other matter referred to herein. Peterhouse has not authorised the contents of this announcement for any purpose and no liability whatsoever is accepted by Peterhouse nor does it make any representation or warranty, express or implied, as to the accuracy of any information or opinion contained in this announcement or for the omission of any information. Peterhouse expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.

No representation, responsibility or warranty, expressed or implied, is made by ADVFN plc, Beaumont Cornish, Peterhouse or any of their respective directors, officers, employees or agents as to any of the contents of this announcement in connection with the Open Offer or any other matter referred to in this announcement.

ENDS