Last checked at 13 Dec 2018 07:00
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
13 December 2018
DIRECTA PLUS PLC
("Directa Plus" or the "Company")
Open Offer to raise up to approximately £1.0 million
Directa Plus (AIM: DCTA), a producer and supplier of graphene-based products for use in consumer and industrial markets, is pleased to announce that further to the announcement released at 11.30 a.m. on 12 December 2018 relating, amongst other things, to the proposed Open Offer, the Company will today launch an Open Offer which will enable all Qualifying Shareholders to apply for an aggregate of up to 2,009,673 Open Offer Shares at the Issue Price to raise up to approximately £1.0 million (before expenses).
Further Details of the Open Offer
Qualifying Shareholders will have a basic entitlement of 1 Open Offer Share for every 22 Existing Ordinary Shares held. There will also be the opportunity for Qualifying Shareholders to make applications for new Ordinary Shares in the Open Offer in excess of their entitlements which may be awarded to the extent that other Qualifying Shareholders do not take up their entitlements.
Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM. On the assumption that, amongst other things, Resolutions 1 and 2 are passed by Shareholders at the General Meeting, it is expected that Second Admission will become effective and that dealings in the Open Offer Shares will commence at 8.00 a.m. on 9 January 2019 (being the business day following the General Meeting).
Circular and Notice of General Meeting
The Company will publish a Circular today in connection with the Conditional Placing and Open Offer, which will contain a notice convening the General Meeting in order to approve certain matters necessary to implement the Conditional Placing and the Open Offer. Full details of the Open Offer, to be undertaken at the Issue Price, will also be included in the Circular.
A copy of the Circular will be made available on the Company's website http://www.directa-plus.com.
The General Meeting is expected to be convened for 11.00 a.m. on 8 January 2019 and will take place at the Company's registered office at 3rd floor, 11-12 St. James's Square, London, SW1Y 4LB. The actions that Shareholders should take to vote on the Resolutions and/or apply for Open Offer Shares will be set out in the Circular, along with the recommendations of the Directors.
Expected Timetable of Principle Events
Record Date for the Open Offer | 6.00 p.m. on 10 December 2018 |
Announcement of the Firm and Conditional Placing | 12 December 2018 |
Announcement of the Open Offer | 13 December 2018 |
Ex-entitlement date for the Open Offer | 8.00 a.m. on 13 December 2018 |
Publication of Circular and Application Form | 13 December 2018 |
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders | as soon as possible after 8.00 a.m. on 14 December 2018 |
First Admission and commencement of dealings in Firm Placing Shares commence | 8.00 a.m. on 17 December 2018 |
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST | 4.30 p.m. on 28 December 2018 |
Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements in to CREST | 3.00 p.m. on 31 December 2018 |
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 2 January 2019 |
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) | 11.00 a.m. on 4 January 2019 |
Latest time and date for receipt of Forms of Proxy for use at the General Meeting | 11.00 a.m. on 4 January 2019 |
Announce result of Open Offer | 7 January 2019 |
General Meeting | 11.00 a.m. on 8 January 2019 |
Second Admission and commencement of dealings in Conditional Placing Shares and Open Offer Shares commence | 8.00 a.m. on 9 January 2019 |
CREST members' accounts credited in respect of Placing Shares and Open Offer Shares in uncertificated form | as soon as possible after 8.00 a.m. on 9 January 2019 |
Dispatch of definitive share certificates for the Placing Shares Open Offer Shares in certificated form | 23 January 2019 |
For further information please visit http://www.directa-plus.com/ or contact:
Directa Plus plc | +39 02 36714458 |
Giulio Cesareo, CEO | |
Marco Ferrari, CFO | |
Cantor Fitzgerald Europe (Nominated Adviser and Joint Broker) | +44 20 7894 7000 |
Rick Thompson, Philip Davies, Will Goode (Corporate Finance) | |
Caspar Shand Kydd (Sales) | |
N+1 Singer (Joint Broker) | +44 20 7496 3069 |
Mark Taylor, Lauren Kettle (Corporate Finance) Mia Gardner (Corporate Broking) | |
Tavistock (Financial PR and IR) | +44 20 7920 3150 |
Simon Hudson, Sophie Praill, Edward Lee |
About Directa Plus
Directa Plus is principally focused on the two sectors in which it has a strong commercial advantage through developed and launched products and a technological lead: environmental (based on our Grafysorber® product) and textiles (based on our G+ products). In addition, the Company will continue to pursue opportunities in elastomers and composites (including tyres and asphalt), also using G+ products. All Directa Plus products are hypoallergenic, non-toxic and sustainably produced.
The person responsible for arranging the release of this announcement on behalf of Directa Plus is Marco Ferrari, Chief Financial Officer.
Definitions
The following definitions apply throughout this announcement, unless the context requires otherwise.
"AIM" | a market operated by London Stock Exchange;
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"AIM Rules" | the AIM Rules for Companies as published by London Stock Exchange from time to time;
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"Application Form" | the personalised application form that will be posted on 13 December 2018 for use by Qualifying Non-CREST Shareholders in connection with the Open Offer;
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"Board" or "Directors" | the board of directors of the Company;
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"Circular" | the circular expected to be published later today in connection with the Conditional Placing and Open Offer and containing the Notice of General Meeting; |
"Company" or "Directa Plus" | Directa Plus plc, a company incorporated in England & Wales and with registered number 04679109;
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"Conditional Placing" | the proposed conditional placing by Cantor Fitzgerald and N+1 Singer of the Conditional Placing Shares at the Issue Price;
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"Conditional Placing Shares" | the 2,044,000 new Ordinary Shares to be conditionally placed by Cantor Fitzgerald and N+1 Singer pursuant to the Conditional Placing;
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"CREST" | the relevant system (as defined in the CREST Regulations) for paperless settlement of share transfers and the holding of shares in uncertificated form which is administered by Euroclear UK & Ireland Limited;
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"CREST Regulations" | the Uncertificated Securities Regulations 2001(SI 2001/3755) (as amended);
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"Existing Ordinary Shares" | the Ordinary Shares in issue at the date of this announcement;
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"Firm Placing"
| the placing by Cantor Fitzgerald and N+1 Singer of the Firm Placing Shares at the Issue Price;
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"Firm Placing Shares" | the 4,256,000 new Ordinary Shares which are to be placed by Cantor Fitzgerald and N+1 Singer pursuant to the Firm Placing;
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"First Admission"
| admission of the Placing Shares to trading on AIM, in accordance with Rule 6 of the AIM Rules;
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"General Meeting" | the general meeting of the Company convened for 11.00 a.m. on 8 January 2019 and any adjournment thereof, notice of which is to be set out in the Circular;
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"Issue Price"
| 50 pence per new Ordinary Share;
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"Notice of General Meeting"
| the notice of the General Meeting to be set out at the end of the Circular;
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"Open Offer" | the conditional offer to Qualifying Shareholders, constituting an invitation to apply for the Open Offer Shares on the terms and subject to the conditions set out in the Circular and, in the case of Qualifying Non-CREST Shareholders, in the Application Form;
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"Open Offer Shares" | up to 2,009,673 new Ordinary Shares to be issued by the Company pursuant to the Open Offer subject, inter alia, to the passing of Resolutions 1 and 2;
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"Ordinary Shares"
| ordinary shares of 0.25 pence each in the capital of the Company;
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"Placing Shares" | together the Firm Placing Shares and Conditional Placing Shares;
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"Qualifying CREST Shareholders" | Qualifying Shareholders holding Existing Ordinary Shares in uncertificated form via CREST;
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"Qualifying Non-CREST Shareholders" | Qualifying Shareholders holding Existing Ordinary Shares in certificated form;
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"Qualifying Shareholders" | Shareholders whose Ordinary Shares are on the register of members of the Company at the close of business on the Record Date with the exclusion (subject to exemptions) of persons with a registered address or located or resident outside the United Kingdom;
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"Record Date" | 6.00 p.m. on 10 December 2018;
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"Resolutions" | the resolutions to be proposed at the General Meeting, details of which are to be set out in the Notice of General Meeting;
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"Shareholders" | holders of Ordinary Shares; and
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"Second Admission"
| admission of the Conditional Placing Shares and Open Offer Shares to trading on AIM, in accordance with Rule 6 of the AIM Rules.
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