AGM.L Regulatory News (AGM)

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

Applied Graphene Materials plc

("Applied Graphene Materials" or the "Company")

Result of Fundraise

Applied Graphene Materials (AIM: AGM) is pleased to announce that it has conditionally raised gross proceeds of approximately £6.0 million via the oversubscribed Placing, Subscription and PrimaryBid Offer (together the "Fundraise") from existing and new investors at the Issue Price of 41 pence per share.

A total of 12,936,585 Placing Shares (comprising 2,485,214 First Placing Shares and 10,451,371 Second Placing Shares) have been placed by N+1 Singer and Allenby Capital, raising gross proceeds of approximately £5.3 million. In addition, the Participating Directors and one of the Company's existing shareholders have subscribed for, in aggregate, 478,049 Subscription Shares, raising gross proceeds of approximately £0.2 million. Concurrent with the Placing, certain investors have also subscribed for 1,219,512 PrimaryBid Shares, raising gross proceeds of approximately £0.5 million.  The Placing Shares, the Subscription Shares and the PrimaryBid Shares together represent approximately 29.4 per cent. of the existing issued share capital of the Company. The Placing and the PrimaryBid Offer were both oversubscribed.

The First Placing is conditional upon, amongst other things, First Admission becoming effective. The Second Placing, the Subscription and the PrimaryBid Offer are conditional upon, amongst other things, the passing of the Resolutions to be proposed at a general meeting expected to be held at the offices of Squire Patton Boggs (UK) LLP, 6 Wellington Place, Leeds at 11.00 a.m. on 12 February 2021 (the "General Meeting") and Second Admission becoming effective. A circular, which will provide further details of the Fundraising and will include a notice convening the General Meeting (the "Circular"), is expected to be sent to shareholders and be available on the Company's website in the coming few days. The Placing is also conditional on the Placing Agreement not being terminated in accordance with its terms.

N+1 Singer is acting as Nominated Adviser, Joint Broker and Bookrunner to the Company and Allenby Capital is acting as Joint Broker to the Company in connection with the Placing.

Adrian Potts, Chief Executive Officer, said:

"We are grateful for the support of our existing shareholders and would like to welcome new investors to the Company. We believe that we are well positioned to deliver on our broad pipeline of opportunities for the use of graphene nanoplatelet material in a variety of applications. The proceeds of the oversubscribed Fundraise will provide us with the financial resources necessary to capitalise on the exciting opportunities in our markets and accelerate the growth of the business."

Participation by Directors in the Subscription

The Participating Directors have agreed to subscribe for Subscription Shares. The number of Subscription Shares subscribed for by each of the Participating Directors, and their resulting shareholdings on Second Admission, are set out below:

Each of the above Director's participation in the Subscription is conditional upon certain matters and events including, amongst other things, the passing of the Resolutions at the General Meeting and Second Admission becoming effective on or before 8.00 a.m. on 15 February 2021 (but in any event by no later than the Long Stop Date).

General Meeting

A separate announcement will be made in due course by the Company upon publication of the Circular containing, amongst other things, the notice of the General Meeting of the Company's shareholders to be held as a closed meeting with the minimum number of Shareholders legally required to be present at 11:00 a.m. on 12 February 2021 at Squire Patton Boggs (UK) LLP, 6 Wellington Place, Leeds, LS1 4AP.

Admission and dealings

Application will be made for the admission of 2,485,214 First Placing Shares to trading on AIM and dealings in the First Placing Shares are expected to occur at 8.00 a.m. on or around 10 February 2021. Each Ordinary Share has one voting right. No Ordinary Shares are held in treasury. Accordingly, immediately following First Admission (assuming that no Ordinary Shares other than the First Placing Shares are issued between the date of this announcement and First Admission), the total number of voting rights will be 52,189,506. From First Admission, this figure may be used by Shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Application will be made for the admission of 10,451,371 Second Placing Shares, 478,049 Subscription Shares and 1,219,512 PrimaryBid Shares to trading on AIM and, subject to, inter alia, Shareholder approval, dealings in the Second Placing Shares, the Subscription Shares and the PrimaryBid Shares are expected to occur at 8.00 a.m. on or around 15 February 2021. Immediately following Second Admission, the Enlarged Share Capital is expected to comprise 64,338,438 Ordinary Shares (assuming that no Ordinary Shares other than the First Placing Shares, the Second Placing Shares, the Subscription Shares and the PrimaryBid Shares are issued between the date of this announcement and Second Admission).

Ends

For further information please contact:

Definitions

Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the announcement made by the Company on 26 January 2021 to announce the launch of the Fundraise.

Important Notice

N+1 Singer is acting as nominated adviser and joint broker to the Company in connection with the Placing and the proposed admission of the Placing Shares to trading on AIM and the proposals described in the Circular. N+1 Singer is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom. N+1 Singer is acting exclusively for the Company and no one else in connection with the Placing and N+1 Singer will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by N+1 Singer or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

Allenby Capital is acting exclusively for the Company and no one else in connection with the Placing and Allenby Capital will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Allenby Capital or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

Forward-looking statements

This Announcement may include statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements") which reflect various assumptions concerning anticipated results taken from the Company's current business plan or from public sources which may or may not prove to be correct. These forward looking statements can be identified by the use of forward looking terminology, including the terms "anticipates", "target", "believes", "estimates", "expects", "intends", "may", "plans", "projects", "should" or "will", or, in each case, their negative or other variations or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements reflect current expectations based on the current business plan and various other assumptions and involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. As a result, prospective investors should not rely on such forward-looking statements due to the inherent uncertainty therein. No representation or warranty is given as to the completeness or accuracy of the forward-looking statements contained in this Announcement. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Important information

Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, the Republic of Ireland, the Republic of South Africa, New Zealand, Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Irish, South African, New Zealand or Japanese securities laws or the securities laws of any other jurisdiction (other than the United Kingdom). The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, the Republic of Ireland, the Republic of South Africa, New Zealand, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities to which this announcement relates have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any regulatory authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state laws. There will be no public offer of the securities in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, the Republic of Ireland, the Republic of South Africa, New Zealand or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, the Republic of Ireland, the Republic of South Africa, New Zealand or Japan or to any national, resident or citizen of Australia, Canada, the Republic of Ireland, the Republic of South Africa, New Zealand or Japan.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than on the AIM market of the London Stock Exchange.

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. 

Basis on which information is presented

In this document, references to "£", "pence" and "p" are to the lawful currency of the United Kingdom. All times referred to in this document are, unless otherwise stated, references to London time.