14 Oct 2016 07:00
NEITHER THIS ANNOUNCEMENT NOR ANY PART OF IT CONSTITUTES AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
14 October 2016
Quadrise Fuels International plc
("Quadrise", "QFI'', the "Company" and together with its subsidiaries the "Group")
Open Offer to raise up to approximately £1 million
Quadrise Fuels International plc (AIM: QFI) is the emerging supplier of MSAR® emulsion technology and fuel, enabling a low-cost alternative to heavy fuel oil (one of the world's largest fuel markets, comprising over 450 million tonnes per annum) in the global shipping, refining, power generation markets.
The Company announced on 12 October 2016 a successful placing of £4.25 million and the intention to undertake a non-underwritten open offer to enable Shareholders to participate in a further issue of new equity in the Company at the Issue Price in order to raise up to, approximately, a further £1.0 million ("Open Offer").
A circular setting out full details of the Open Offer, including the terms and conditions and details on how to accept the Open Offer, (the "Circular") and an accompanying Application Form (for Qualifying Non-CREST Shareholders) have been posted to Shareholders today.
A copy of the Circular will be made available today on the Company's website at www.quadrisefuels.com.
Open Offer
On announcement of the Placing, the Directors stated that it was appropriate, given the longstanding support that Shareholders, including a large number of individual shareholders, have provided to the Company over an extended period, that existing Shareholders were provided with the opportunity to participate in the further issue of new equity in the Company at the same price as was available to institutional and other investors under the Placing.
Accordingly, the Company is now making the Open Offer to Qualifying Shareholders of up to 10,119,814 New Ordinary Shares of 1p each ("Open Offer Shares") to raise up to, approximately, a further £1.0 million at the Issue Price of 10 pence per Open Offer Share on the basis of 1 Open Offer Share for every 80 Existing Ordinary Shares held on the record date, being the close of business on 13 October 2016 (the "Record Date") (the "Open Offer"). The Issue Price represents a discount of approximately 14.0 percent to the closing mid-market price of 11.625 pence per Existing Ordinary Share on 11 October 2016, being the last practicable date prior to the announcement of the Placing and proposed Open Offer.
The Open Offer Shares and the Placing Shares will together represent approximately 6.1 percent of the Enlarged Share Capital (assuming full take up of the Open Offer Shares under the Open Offer).
The Placing and Open Offer is expected to raise total gross proceeds of approximately £5.25 million, should the Open Offer be fully subscribed. The terms of the Open Offer are described in the Circular and the Directors currently believe that the funds raised as a result will be sufficient to take the Group to the stage where it is generating net positive cash from continuing operations.
Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request further Open Offer Shares through the Excess Application Facility further described in the Circular. Admission of the Open Offer Shares is expected to take place on 1 November 2016.
In order to maximise the number of Open Offer Shares available under the Open Offer to Qualifying Shareholders, the Directors have confirmed that they and their affiliates will not take up any Ordinary Shares which may have been offered to them as part of the Open Offer and will not subscribe for any Open Offer Shares. The Open Offer Entitlements which could otherwise have been available to the Directors and their affiliates under the Open Offer will be made available to Qualifying Shareholders under the Excess Application Facility.
Capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the Circular.
The Open Offer is conditional upon:
(i) the Placing and Open Offer Agreement being unconditional in all respects and not having been terminated in accordance with its terms; and
(ii) the admission of the Open Offer Shares becoming effective by not later than 8.00 a.m. on 1 November 2016.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for Open Offer | 6.00 p.m. on 13 October 2016 |
Announcement of the Open Offer | 7.00 a.m. on 14 October 2016 |
Publication and posting of the Circular and Application Form | 14 October 2016 |
Existing Ordinary Shares marked 'ex' by London Stock Exchange | 8.00 a.m. on 14 October 2016 |
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders | as soon as practicable after 8.00 a.m. on 17 October 2016 |
Expected time and date First Admission effective and dealings in Placing Shares commence on AIM | 18 October 2016 |
Expected date for CREST accounts credited in respect of Placing Shares | 18 October 2016 |
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST | 4.30 p.m. on 24 October 2016 |
Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST | 3.00 p.m. on 25 October 2016 |
Latest time for splitting Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 26 October 2016 |
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 28 October 2016 |
Expected date of announcement of the results of the Open Offer | 31 October 2016 |
Share certificates dispatched for the Placing Shares by | 1 November 2016 |
Expected time and date Second Admission effective and dealings in Open Offer Shares commence on AIM | 1 November 2016 |
CREST accounts credited in respect of Open Offer Shares | 1 November 2016 |
Share certificates dispatched for the Open Offer Shares by | 15 November 2016 |
For further information, please refer to the Company's website at www.quadrisefuels.com or contact:
Quadrise Fuels International Plc | |
Mike Kirk, Executive Chairman | +44 (0)20 7031 7321 |
Hemant Thanawala, Finance Director | |
Jason Miles, Chief Operating Officer | |
Nominated Adviser | |
Smith & Williamson Corporate Finance Limited | |
Dr Azhic Basirov | +44 (0)20 7131 4000 |
Ben Jeynes | |
Katy Birkin | |
Broker | |
Peel Hunt LLP | |
Richard Crichton | +44 (0)20 7418 8900 |
Ross Allister | |
Chris Burrows
| |
Public & Investor Relations | |
FTI Consulting | |
Ben Brewerton | +44 (0)20 3727 1000 |