26 Nov 2018 13:29
Maistro plc
Launch of Open Offer
Maistro Plc (AIM: MAIS) ("Maistro" or the "Company") is pleased to announce that further to the Company's announcement on 13 November 2018 relating, amongst other things, to the proposed Open Offer, the Company will today launch an Open Offer which will enable existing shareholders to apply for a total of 25,000,000 new ordinary shares ("Open Offer Shares") at 1 penny per share ("the Issue Price") to raise up to £250,000 (before expenses) ("Open Offer").
Qualifying Shareholders will have a Basic Entitlement of 1 Open Offer Share for every 7.28423264 Existing Ordinary Shares held and will also have the opportunity to apply for additional shares under the Excess Application Facility with acceptance of applications under the Excess Application Facility at the full discretion of the Board.
The Open Offer is conditional on, inter alia, (i) completion of the Placing; (ii) the passing of each of the Resolutions; and (iii) Admission occurring by no later than 8:00 a.m. on 17 December 2018 (or such later times and/or dates as may be agreed between the Company and N+1 Singer, being no later than 8:00 a.m. on 4 January 2019.
Open Offer Statistics
* Assuming take-up in full of the Open Offer by Qualifying Shareholders. Capitalised terms not defined in this Announcement shall have the same meanings as set out in the Company's announcement released at 1.25 p.m. on 13 November 2018 or in the section entitled "Definitions" at the end of this announcement. Expected Timetable for Principal Events
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Definitions
"Application Form" | the application form accompanying this document to be used by Qualifying Non-CREST Shareholders in connection with the Open Offer
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"Admission" | admission of the Open Offer Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules for Companies
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"Basic Entitlement" | the Open Offer Shares which a Qualifying Shareholder is entitled to subscribe for under the Open Offer calculated on the basis of 1 Open Offer Share for every 7.28423264 Existing Ordinary Share held by that Qualifying Shareholder as at the Record Date
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"Board" | the board of directors of the Company
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"Circular" | A circular which will provide further details of the Open Offer
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"CREST" | the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
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"Excess Application Facility" | the mechanism whereby a Qualifying Shareholder, who has taken up his Basic Entitlement in full, can apply for Excess Shares as more fully set out in Part II of this document, which may be subject to scaling back in accordance with the Allocation Policy
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"Excess CREST Entitlements" | in respect of each Qualifying CREST Shareholder who has taken up his Basic Entitlement in full, the entitlement to apply for Open Offer Shares in addition to his Basic Entitlement credited to his stock account in CREST, pursuant to the Excess Application Facility, which may be subject to scaling back in accordance with the Allocation Policy
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"Excluded Overseas Shareholders" | other than as decided by the Company, in its absolute discretion, or as permitted by applicable law, Shareholders who are located or have registered addresses in a Restricted Jurisdiction
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"Ex-Entitlement Date" | 8:00 a.m. on 28 November 2018
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"Existing Ordinary Shares" | the 182,105,816 Ordinary Shares in issue at the Latest Practicable Date
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"Form of Proxy" | the form of proxy for use by Shareholders in connection with the General Meeting, which is enclosed with this document
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"GM Circular" | the circular dispatched to Shareholders on 15 November 2018 in relation to, inter alia, the Placing
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"Latest Practicable Date" | means 6:00 p.m. on 27 November 2018, being the latest practicable date prior to publication of the Circular
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"Open Offer Entitlements | an entitlement to subscribe for Open Offer Shares, allocated to a Qualifying Shareholder under the Open Offer being the Basic Entitlement and the Excess Entitlement
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"Qualifying CREST Shareholders" | Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are in uncertificated form
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"Qualifying Non-CREST Shareholders" | Qualifying Shareholders whose Existing Ordinary Shares on the register of members of the Company on the Record Date are held in certificated form
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"Qualifying Shareholders" | holders of Existing Ordinary Shares on the register of members of the Company at the Record Date with the exception (subject to certain exceptions) of Excluded Overseas Shareholders
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"Record Date" | 6:00 p.m. on 27 November 2018
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"Resolutions" | the resolutions set out in the notice of General Meeting attached to the GM Circular to authorise the Directors to allot up to 250,000,000 Ordinary Shares on a non-pre-emptive basis
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"RIS" | Regulatory Information Service
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