10 Oct 2017 18:16
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Applied Graphene Materials plc
("Applied Graphene Materials" or the "Company")
Further Details on the Fundraising and Participation of Directors and Substantial Shareholders in the Placing
The Company confirms that further to the announcements made earlier today, a total of 25,000,000 Placing Shares have been conditionally placed at a price of 36 pence per Placing Share, raising proceeds of £9 million (before expenses).
The Company announces that as part of the Placing, IP2IPO Limited ("IP2IPO"), which is a subsidiary of IP Group plc, Insight Investment Management and the Directors have subscribed for Placing Shares, as detailed further below.
Save as otherwise defined, capitalised terms used in this announcement have the meanings given to them in the announcement released by the Company this morning entitled 'Proposed Placing by Accelerated Bookbuild'.
Directors' Participation
The table below sets out the Directors' participation in the Placing.
Director | Existing shareholding | Placing shares | Shareholding on Admission |
Dr. Bryan Crawford Dobson | 123,205 | 11,111 | 134,316 |
Jonathan Peter Mabbitt | 121,735 | 2,778 | 124,513 |
Gareth Jones | 14,500 | 11,111 | 25,611 |
Professor Karl Stuart Coleman | 1,724,126 | 55,556 | 1,779,682 |
Michael Sean Christie | 7,619 | 27,778 | 35,397 |
Michael Townend | 7,619 | 15,000 | 22,619 |
Related Party Transactions
IP2IPO is a related party of the Company for the purposes of the AIM Rules as it holds greater than 10 per cent. of the Existing Ordinary Shares. It is intended that IP2IPO will participate in the Placing in respect of 2,777,778 New Ordinary Shares and such participation represents a related party transaction pursuant to Rule 13 of the AIM Rules.
Insight Investment Management is a related party of the Company for the purposes of the AIM Rules as it holds greater than 10 per cent. of the Existing Ordinary Shares. It is intended that Insight Investment Management will participate in the Placing in respect of 3,140,000 New Ordinary Shares and such participation represents a related party transaction pursuant to Rule 13 of the AIM Rules.
The Directors, apart from Mike Townend, who is not regarded as independent in respect of the investment by IP2IPO due to his directorships of IP2IPO and IP Group, having consulted with the Company's Nominated Adviser, N+1 Singer, consider that the terms of the related party transactions are fair and reasonable insofar as the Shareholders are concerned.
Open Offer
The Company also confirms that Qualifying Shareholders will be given the opportunity to subscribe for New Ordinary Shares, at the Issue Price, through an open offer to raise up to £1 million, on the basis of 1 Open Offer Share for every 8 Existing Ordinary Shares held on the Record Date.
General Meeting
The proposed Fundraising is subject to, inter alia, the passing of the Resolutions for which Shareholder approval will be sought at the General Meeting, which is expected to be convened shortly by the posting to Shareholders of the Circular. The Circular will set out the reasons for, and provide further information on, the Fundraising, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and why the Directors unanimously recommend that Shareholders vote in favour of the Resolutions.
Expected timetable
The expected timetable for the Fundraising is set out below:
Announcement of Fundraising | 10 October 2017 |
Record Date for entitlements under the Open Offer | Close of business on 11 October 2017 |
Posting of this document, the Form of Proxy and, to Qualifying Non-CREST Shareholders only, the Application Form | 12 October 2017 |
Ex-entitlement date for the Open Offer | 12 October 2017 |
Basic Entitlements and Excess Entitlements credited to stock accounts of Qualifying CREST Shareholders | 13 October 2017 |
Recommended latest time for requesting withdrawal of Basic Entitlements and Excess Entitlements from CREST | 4.30 p.m. on 23 October 2017 |
Latest time and date for depositing Basic Entitlements and Excess Entitlements into CREST | 3.00 p.m. on 24 October 2017 |
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 25 October 2017 |
Latest time and date for receipt of Forms of Proxy or electronic proxy appointments for use at the General Meeting and Open Offer | 11.00 a.m. on 26 October 2017 |
Latest time and date for receipt of completed Application Forms from Qualifying Non-CREST Shareholders and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate) | 11.00 a.m. on 27 October 2017 |
General Meeting | 11.00 a.m. on 30 October 2017 |
Announcement of the results of the General Meeting and Open Offer | 30 October 2017 |
Admission and commencement of dealings in New Ordinary Shares | 8.00 a.m. on 31 October 2017 |
CREST Members' accounts credited in respect of New Ordinary Shares in uncertificated form | 31 October 2017 |
Expected despatch of definitive share certificates for New Ordinary Shares in certificated form | 7 November 2017 |
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014.
Enquiries:
Applied Graphene Materials Jon Mabbitt, Chief Executive Officer Gareth Jones, Chief Financial Officer | Tel: +44 (0)1642 438 214
|
N + 1 Singer - Nominated Adviser Richard Lindley Nick Owen James White George Tzimas
| Tel: +44 (0)20 7496 3000 |