Last checked at 12 Dec 2022 16:37
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF ATOME ENERGY PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA OR JAPAN.
12 December 2022
ATOME ENERGY PLC
("ATOME", the "Company" or "the Group")
PrimaryBid Offer
ATOME announces a retail offer via PrimaryBid;The Issue Price for the Retail Shares is 106.2 pence per Retail Share, representing a discount of 10 per cent to the closing mid-market price on 9 December 2022;Investors can access the PrimaryBid Offer by visiting www.primarybid.com and downloading the PrimaryBid mobile app;Investors may also be able to take part through PrimaryBid's extensive network of retail brokers, wealth managers and investment platforms. Subscriptions through these partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts (GIAs);Both the Placing Shares and Retail Shares will be sold at the Issue Price;There is a minimum subscription of £250 per investor in the PrimaryBid Offer, and the Company will give allocation preference to existing shareholders;No commission is charged by PrimaryBid on applications to the PrimaryBid Offer.
PrimaryBid Offer
ATOME (LON: ATOM) is pleased to announce, a conditional offer for subscription via PrimaryBid (the "PrimaryBid Offer") of new Ordinary Shares of 0.2 pence each in the Company ("Retail Shares") at an issue price of 106.2 pence per Retail Share (the "Issue Price"), being a discount of 10 per cent to the closing mid-market price on 9 December 2022. The Company is also conducting a placing of new Ordinary Shares (the "Placing Shares") at the Issue Price by way of a Company led direct placing (the "Placing") as announced earlier today. Through the PrimaryBid Offer, the Company is providing its existing retail shareholders and other investors with the opportunity to participate on the same terms as the Placing. In keeping with the principle of soft pre-emption, the Company will give allocation preference to existing shareholders.
As part of the Placing, Clean Power Hydrogen PLC, the UK manufacturer of electrolysers together with certain directors and senior employees in the Company have subscribed for a total of 2,235,634 Placing Shares.
The PrimaryBid Offer is conditional on the Placing Shares and the Retail Shares being admitted to trading on AIM ("Admission"). Admission is expected to be take place at 8.00 a.m. on 20 December 2022. The PrimaryBid Offer will not be completed without the Placing also being completed.
The Company will use the funds to provide itself with further funding to expedite its growth including the Villeta Project, in addition to allowing it to further exploit other opportunities as well as general working capital purposes.
Reason for the PrimaryBid Offer
The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying through the PrimaryBid mobile app available on the Apple App Store and Google Play. Investors may also be able to subscribe to the PrimaryBid Offer using their ISAs, SIPP or GIA by contacting their retail broker, wealth manager or investment platform. PrimaryBid does not charge investors any commission for these services.
Brokers wishing to offer their customers access to the PrimaryBid Offer, and future PrimaryBid transactions, should contact partners@primarybid.com.
The PrimaryBid Offer, will be open to individual and institutional investors following the release of this announcement. The PrimaryBid Offer is expected to close at 7:00 p.m. on 13th December 2022. The PrimaryBid Offer may close early if it is oversubscribed.
The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.
No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is vital to note that once an application for Retail Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.
For further information on PrimaryBid or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com.
The Retail Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.
ATOME Energy PLC Nikita Levine, Investor Relations
| +44 (0) 113 337 2210 info@atomeplc.com
|
PrimaryBid Limited Nick Smith / James Deal
| enquiries@primarybid.com |
Beaumont Cornish, Nominated Advisor Roland Cornish, Michael Cornish
| +44 (0) 20 7628 3396
|
Details of the PrimaryBid Offer
The Company highly values its retail investor base which has supported the Company alongside institutional investors since its IPO in December 2021. Given this support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate through the PrimaryBid Offer. The Company is therefore making the PrimaryBid Offer available through PrimaryBid.
The PrimaryBid Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The PrimaryBid Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.
There is a minimum subscription of £250 per investor under the terms of the PrimaryBid Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.
For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the PrimaryBid Offer is made, including the procedure for application and payment for Retail Shares, is available to all persons who register with PrimaryBid.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this Announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for Retail Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com and the PrimaryBid mobile app before making a decision to subscribe for Retail Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Shares if they are in any doubt.
IMPORTANT NOTICES
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
This Announcement and the information contained herein, is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which such publication, release or distribution would be unlawful. Further, this Announcement is for information purposes only and is not an offer of securities in any jurisdiction.
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 announcement 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 Retail Shares 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.
Notice to distributors
Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UK MiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Retail Shares have been subject to a product approval process, which has determined that the Retail Shares are: (a) compatible with an end target market of (i) retail investors; (ii) and investors who meet the criteria of professional clients and eligible counterparties and (b) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: (a) the price of the Retail Shares may decline and investors could lose all or part of their investment; (b) the Retail Shares offer no guaranteed income and no capital protection; and (c) an investment in the Retail Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the PrimaryBid Offer.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or Company of investors to invest in, or purchase, or take any other action whatsoever with respect to, the Retail Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Shares and determining appropriate distribution channels.
END