Last checked at 18 Oct 2019 11:36
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE RUSSIAN FEDERATION, THE REPUBLIC OF IRELAND OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE RUSSIAN FEDERATION, THE REPUBLIC OF IRELAND OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
18 October 2019
Directa Plus plc
("Directa Plus" or the "Company")
Result of Open Offer, Result of General Meeting and Issue of Equity
Directa Plus (AIM: DCTA), a leading producer and supplier of graphene nanoplatelets based products for use in consumer and industrial markets, announces that it has received valid acceptances and excess applications from Qualifying Shareholders in respect of a total of 234,547 Open Offer Shares pursuant to the terms of the Open Offer. The Open Offer closed for acceptances at 11.00 a.m. on 17 October 2019.
As a consequence and conditional on, amongst other things, Shareholder approval of the Resolutions at the General Meeting to be held later today and Admission, the Company has raised gross proceeds of approximately £0.2 million through the Open Offer and approximately £7.4 million (before expenses) in aggregate through the Placing and Open Offer.
Applications have been made to the London Stock Exchange for 9,882,547 New Ordinary Shares in aggregate (comprising 9,648,000 Placing Shares and 234,547 Open Offer Shares) to be admitted to trading on AIM. It is expected that Admission will take place at 8.00 a.m. on 23 October 2019. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares.
Director Participation
The Company confirms that the following Directors participated in the Open Offer, pari passu, with other applicants under the Open Offer.
Director | Existing holding of Ordinary Shares | Total Placing Shares | Total Open Offer Shares applied for under Basic Entitlement | Total Open Offer Shares applied for under Excess Application Facility | Holding of Ordinary Shares immediately following Admission | % of Enlarged Share Capital |
Sir Peter Middleton | 25,000 | - | 657 | 12,343 | 38,000 | 0.06% |
Giulio Cesareo | 3,448,791 | 356,000 | - | - | 3,804,791 | 6.24% |
Marco Ferrari | 25,666 | - | 675 | 3,458 | 29,799 | 0.05% |
David Gann | 83,379 | - | 2,194 | 15,738 | 101,311 | 0.17% |
Neil Warner | 22,000 | - | 578 | 4,152 | 26,730 | 0.04% |
Richard Hickinbotham | 69,000 | - | 1,816 | 13,184 | 84,000 | 0.14% |
Defined terms used in this announcement have the same meanings as in the Company's announcement dated 30 September 2019.
Result of General Meeting
At the General Meeting held earlier today in connection with the Company's Placing and Open Offer at a price of 75 pence per New Ordinary Share, details of which were announced on 30 September 2019, all Resolutions were duly passed enabling the Company to proceed to completion of the Acquisition. Completion is subject to customary conditions and is expected to take place in November 2019.
A total of 19,052,971 votes were cast for Resolution 1, with 100% of the votes in favour; a total of 19,051,654 were cast for Resolution 2, with 100% of the votes in favour.
Total Voting Rights
Following Admission, the Company's issued share capital will consist of 60,998,983 Ordinary Shares. There are no Ordinary Shares held in treasury. Therefore, in accordance with the FCA's Disclosure Guidance and Transparency Rule 5.6.1, the Company confirms that as at 21 October 2019, the total number of voting rights in the Company will be 60,998,983. Following Admission, this figure may be used by shareholders as the denominator for the calculations by which they determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.
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, Mia Gardner | |
Tavistock (Financial PR and IR) | +44 20 7920 3150 |
Simon Hudson, Edward Lee, Barnaby Hayward |
About Directa Plus
Our focus is principally on the two sectors in which we have 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, we will continue to pursue opportunities in elastomers and composites (including tyres and asphalt), also using our G+ products. All our products are hypoallergenic, non-toxic and sustainably produced.