12 Oct 2016 14:46
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IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
12 October 2016
Quadrise Fuels International plc
("Quadrise", "QFI'', the "Company" and together with its subsidiaries the "Group")
Results of Placing
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 is pleased to announce the results of the Placing announced earlier today, with a total of 42,500,000 Placing Shares successfully placed with institutional and other investors at a price of 10 pence per Placing Share, raising gross proceeds of £4.25 million.
The Placing Shares, which include 5,500,000 New Ordinary Shares being subscribed for directly with the Company, will represent approximately 5.3 per cent. of the Existing Ordinary Shares and approximately 5.0 per cent. of the Company's enlarged issued ordinary share capital immediately following Admission, as enlarged by the Placing.
Application will be made to the London Stock Exchange plc for the Placing Shares, which rank pari passu with the Company's Existing Ordinary Shares, to be admitted to trading on AIM. Dealings are expected to commence at 8.00 a.m. on 18 October 2016.
Defined terms used in this announcement not otherwise defined shall have the same meaning as those terms defined and used in the "Proposed Placing and Proposed Open Offer" Announcement released by the Company earlier today.
Directors' participation
The directors of the Company (the "Quadrise Directors") have, in aggregate, subscribed for a total of 2,000,000 Placing Shares in the Placing. The participation of each of the Quadrise Directors in the Placing is detailed below.
Director | Beneficial interest in ordinary shares prior to the Placing |
Number of Placing Shares | Beneficial interest in ordinary shares following the Placing | ||
Number of ordinary shares | % of issued ordinary share capital | Number of ordinary shares | % of enlarged issued ordinary share capital | ||
Mike Kirk | 0 | 0.00% | 500,000 | 500,000 | 0.06% |
Hemant Thanawala | 27,710,553 | 3.42% | 550,000 | 28,260,553 | 3.32% |
Jason Miles | 2,880,633 | 0.36% | 300,000 | 3,180,633 | 0.37% |
Ian Duckels | 3,877,766 | 0.48% | 250,000 | 4,127,766 | 0.48% |
Philip Snaith | 0 | 0.00% | 150,000 | 150,000 | 0.02% |
Laurie Mutch | 0 | 0.00% | 150,000 | 150,000 | 0.02% |
Dilip Shah | 0 | 0.00% | 100,000 | 100,000 | 0.01% |
Total Voting Rights
Following the issue of the Placing Shares, the Company will have 852,085,162 ordinary shares of 1p each in issue ("Ordinary Shares"). No Ordinary Shares are held in treasury. The figure of 852,085,162 may be used by the Company's shareholders ("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 Financial Conduct Authority's Disclosure Rules and Transparency Rules.
Proposed Open Offer
As announced earlier today, the Company intends to make a non-underwritten Open Offer to raise up to, approximately, a further £1.0 million in order to enable existing Qualifying Shareholders of the Company to be able to participate in the fundraising.
Full details of the non-underwritten Open Offer, to be undertaken at the Placing Price of 10 pence per share, will be included in a circular to be posted to Shareholders shortly (the "Circular"). In order to maximise the number of Open Offer Shares available to Qualifying Shareholders, each of the Quadrise Directors have confirmed that they will not to take up their entitlements under the Open Offer.
A further announcement in respect of the Open Offer and availability of the Circular is expected to be made on or around 14 October 2016.
Mike Kirk, Executive Chairman of Quadrise, commented:
"The Company would like to thank existing Quadrise shareholders for their continued support and is delighted to welcome new investors who have participated in the placing. The strong support for Quadrise is evidence of investor endorsement in the business and corporate strategy. After a successful year in 2016, we are now looking forward to utilising the net proceeds of the Placing to support our planned transition into commercial operations in 2017. As previously announced, we will also be providing existing Qualifying Shareholders of Quadrise with the opportunity to participate in an open offer, at the Issue Price."
Special note concerning the Market Abuse Regulation
This information contained in this announcement is deemed to constitute inside information for the purposes of article 7 of Regulation 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
The notifications below, made in accordance with the requirements of the Market Abuse Regulation, provide further detail in relation to the Directors' participation in the Placing.
Other information
Peel Hunt is acting solely as broker and Smith & Williamson is acting as nominated adviser exclusively for the Company and no one else in connection with the Placing and Open Offer and neither Peel Hunt nor Smith & Williamson will regard any other person (whether or not a recipient of this announcement) as its client in relation to the Placing and Open Offer nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing and Open Offer. Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt or Smith & Williamson by FSMA or the regulatory regime established thereunder, neither Peel Hunt nor Smith & Williamson accepts any responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement respect, whether as to the past or the future. Peel Hunt and Smith & Williamson accordingly disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the Placing and Open Offer or contents of this announcement or any such statement.
No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company, Smith & Williamson, Peel Hunt or any of their respective directors, officers, employees or agents. Neither the delivery of this announcement nor any subscription or acquisition made under it shall, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information in it is correct as of any subsequent date.
This announcement is for information only and does not constitute or form part of any offer or invitation to issue, acquire or dispose of any securities or investment advice in any jurisdiction.
Contacts
For further information, please 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 |
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Mike Kirk | |
2 | Reason for the notification | ||
a) | Position/status | PDMR (Director) | |
b) | Initial notification/Amendment | Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Quadrise Fuels International plc | |
b) | LEI | - | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument | Ordinary shares of 1p each | |
Identification code | GB00B11DDB67 | ||
b) | Nature of the transaction | Purchase of ordinary shares | |
c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
£0.10 | 500,000 | ||
d) | Aggregated information | N/A (single transaction) | |
Aggregated volume | |||
Price | |||
e) | Date of the transaction | 12 October 2016 | |
f) | Place of the transaction | Outside of a trading venue | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Hemant Thanawala | |
2 | Reason for the notification | ||
a) | Position/status | PDMR (Director) | |
b) | Initial notification/Amendment | Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Quadrise Fuels International plc | |
b) | LEI | - | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument | Ordinary shares of 1p each | |
Identification code | GB00B11DDB67 | ||
b) | Nature of the transaction | Purchase of ordinary shares | |
c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
£0.10 | 550,000 | ||
d) | Aggregated information | N/A (single transaction) | |
Aggregated volume | |||
Price | |||
e) | Date of the transaction | 12 October 2016 | |
f) | Place of the transaction | Outside of a trading venue | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Jason Miles | |
2 | Reason for the notification | ||
a) | Position/status | PDMR (Director) | |
b) | Initial notification/Amendment | Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Quadrise Fuels International plc | |
b) | LEI | - | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument | Ordinary shares of 1p each | |
Identification code | GB00B11DDB67 | ||
b) | Nature of the transaction | Purchase of ordinary shares | |
c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
£0.10 | 300,000 | ||
d) | Aggregated information | N/A (single transaction) | |
Aggregated volume | |||
Price | |||
e) | Date of the transaction | 12 October 2016 | |
f) | Place of the transaction | Outside of a trading venue | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Philip Snaith | |
2 | Reason for the notification | ||
a) | Position/status | PDMR (Director) | |
b) | Initial notification/Amendment | Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Quadrise Fuels International plc | |
b) | LEI | - | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument | Ordinary shares of 1p each | |
Identification code | GB00B11DDB67 | ||
b) | Nature of the transaction | Purchase of ordinary shares | |
c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
£0.10 | 150,000 | ||
d) | Aggregated information | N/A (single transaction) | |
Aggregated volume | |||
Price | |||
e) | Date of the transaction | 12 October 2016 | |
f) | Place of the transaction | Outside of a trading venue | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Laurie Mutch | |
2 | Reason for the notification | ||
a) | Position/status | PDMR (Director) | |
b) | Initial notification/Amendment | Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Quadrise Fuels International plc | |
b) | LEI | - | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument | Ordinary shares of 1p each | |
Identification code | GB00B11DDB67 | ||
b) | Nature of the transaction | Purchase of ordinary shares | |
c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
£0.10 | 150,000 | ||
d) | Aggregated information | N/A (single transaction) | |
Aggregated volume | |||
Price | |||
e) | Date of the transaction | 12 October 2016 | |
f) | Place of the transaction | Outside of a trading venue | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Ian Duckels | |
2 | Reason for the notification | ||
a) | Position/status | PDMR (Director) | |
b) | Initial notification/Amendment | Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Quadrise Fuels International plc | |
b) | LEI | - | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument | Ordinary shares of 1p each | |
Identification code | GB00B11DDB67 | ||
b) | Nature of the transaction | Purchase of ordinary shares | |
c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
£0.10 | 250,000 | ||
d) | Aggregated information | N/A (single transaction) | |
Aggregated volume | |||
Price | |||
e) | Date of the transaction | 12 October 2016 | |
f) | Place of the transaction | Outside of a trading venue | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Dilip Shah | |
2 | Reason for the notification | ||
a) | Position/status | PDMR (Director) | |
b) | Initial notification/Amendment | Initial Notification | |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Quadrise Fuels International plc | |
b) | LEI | - | |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
a) | Description of the financial instrument, type of instrument | Ordinary shares of 1p each | |
Identification code | GB00B11DDB67 | ||
b) | Nature of the transaction | Purchase of ordinary shares | |
c) | Price(s) and volumes(s) | Price(s) | Volume(s) |
£0.10 | 100,000 | ||
d) | Aggregated information | N/A (single transaction) | |
Aggregated volume | |||
Price | |||
e) | Date of the transaction | 12 October 2016 | |
f) | Place of the transaction | Outside of a trading venue | |