14 Aug 2023 07:00
14 August 2023
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.
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 AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN PELATRO PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
Pelatro Plc
("Pelatro", the "Group" or the "Company")
Subscription to raise £1.1m & Issue of Equity
Introduction
As announced on 18 July, the Group has been experiencing delays in collection of a number of significant receivables with a resulting impact on working capital such that, based on certain assumptions (including over what time frame these receivables were collected) and management forecasts, the Group would require additional external funding in the final quarter of this financial year. Consequently the Board was prudently exploring financing options to raise working capital.
The Board is pleased to announce that it has raised £1.1m by way of a direct subscription ("Subscription") of 44.7m new ordinary shares (New Ordinary Shares or Subscription Shares) in the Company with a number of new investors based in the Middle East. This funding will support the Company's working capital as it seeks to collect receivables as well as add new customers.
Details of the Subscription
The Company is proposing to raise approximately £1.1 million (before expenses) pursuant to the Subscription by way of the issue of 44,700,000 New Ordinary Shares at an issue price of 2.5 pence per Ordinary Share (the "Issue Price").
The Issue Price equates to a discount of 30 per cent. to the closing price of 3.25 pence on 11 August 2023, the latest Business Day prior to the announcement of the Subscription.
The Company is utilising its existing share authority approved by the Company's existing shareholders at the time of its AGM on 23 July 2023. Therefore, the Company is not required to seek shareholder approval or authority to complete the Subscription.
The Subscription has been arranged by Divit Advisors, an investment bank based in Dubai. The new investors participating in the Subscription comprise a number of high net worth individuals who are clients of Divit Advisors, based in the Middle East. None of the subscribers will individually hold in excess of 10 per cent. of the enlarged issued share capital.
Application for Admission
Application has been made for the New Ordinary Shares to be admitted to trading on AIM and dealings are expected to commence on 17 August 2023 ("Admission").
The New Ordinary Shares will rank pari passu with the Company's existing Ordinary Shares. The total number of Ordinary Shares in issue following Admission will be 93,562,431. The Company does not hold any shares in treasury. Accordingly, the figure of 93,562,431 may be used by shareholders as the denominator for the calculations 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.
Details of Concert Party Holdings and Director Holdings
Certain existing shareholders have been deemed to be acting in concert under the rules of the Takeover Code (the "Concert Party"). No members of the Concert Party are participating in the fundraise. Full details of the Concert Party shareholdings can be found in the table below:
Name | Number of Ordinary Shares held | % of existing Issued Share Capital | Number of Subscription Shares being subscribed for | Amount Subscribed | Interest in Ordinary Shares post Subscription | % of Enlarged Issued Share Capital |
Bannix Management LLP* | 12,933,553 | 26.47% | - | - | 12,933,553 | 13.82% |
Ravi Shanmugam | 716,240 | 1.47% | - | - | 716,240 | 0.77% |
Total | 13,724,406 | 27.94% | - | - | 14,724,406 | 14.59% |
*Bannix Management LLP consists of Subash Menon, (9,684,244 Ordinary Shares), Sudeesh Yezhuvath (3,309,309 Ordinary Shares) and Suresh Yezhuvath (14,613 Ordinary Shares)
The Admission of the Subscription Shares will result in the combined concert party shareholding being diluted from 27.9% to 14.6%.
Use of proceeds and impact of the Subscription
The funding will support the Company's near term working capital requirements as it seeks to collect receivables as well as add new customers.
Subash Menon, CEO of Pelatro Plc, said: "We are delighted to obtain support from new investors who believe in the long term potential of the company. These funds will help us to continue our growth and help improve our working capital."
For further information contact:
Pelatro Plc | |
Subash Menon, Managing Director | c/o finnCap |
Nic Hellyer, CFO
| |
finnCap Limited (Nominated Adviser and Broker) | +44 (0)20 7220 0500 |
Carl Holmes/Milesh Hindocha (Corporate Finance) | |
For more information about Pelatro, visit www.pelatro.com