NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO
OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR
JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION
WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A
VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE
THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY
OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A
FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED
UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE
43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING
MEMBER OF EQUIPMAKE HOLDINGS PLC). ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
SUCH PERSONS AND WILL BE ENGAGED IN ONLY BY SUCH PERSONS. THIS
ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF EQUIPMAKE HOLDINGS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION
(596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF
THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT
THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED
IN MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION
IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE
INFORMATION.
12 February 2024
Equipmake Holdings
PLC
("Equipmake" or the
"Company")
Retail Offer
Equipmake, the UK-based engineering
specialist pioneering the development and production of
electrification products across the automotive, aerospace, bus, and
coach industries, is pleased to announce a retail
offer via BookBuild (the "Retail
Offer") of new ordinary shares of £0.0001 each in the Company (the "Retail Offer Shares") up to the value
of £300,000 at an issue price of 6 pence per Retail Offer
Share (the "Issue
Price").
In addition to the Retail Offer, the
Company is also conducting a placing ("Placing") of new ordinary shares (the
"Placing Shares") alongside
a direct subscription (the "Subscription") of new ordinary shares
(the "Subscription Shares"
and together with the Placing Shares and Retail Offer Shares, the
"New Ordinary Shares") at
the Issue Price (the Placing, together with the Subscription and
Retail Offer, being referred to as the "Fundraise").
A separate announcement has been made regarding
the Placing and its terms and conditions as well as the
Subscription, which sets out the reason for the Fundraise. The
proceeds of the Retail Offer will be utilised in the same way as
the proceeds of the Placing and the Subscription. For the avoidance
of doubt, the Retail Offer is not part of the Placing or the
Subscription.
The Retail Offer is conditional on completion
of the Placing and the Subscription, and the Retail Offer Shares
being admitted to trading on the Aquis Apex exchange
("Admission"). Admission of
the Retail Offer Shares is expected to take place at 8.00 a.m.
on or around 16 February 2024. Completion of the Retail Offer is
conditional upon the completion of the Placing but completion of
the Placing is not conditional on the completion of the Retail
Offer or the Subscription.
Expected
Timetable in relation to the Retail Offer
Retail Offer
opens
|
1.02 p.m. on 12 February 2024
|
Latest time and
date for commitments under the Retail Offer
|
4.35 p.m. on 14 February 2024
|
Results of the
Retail Offer announced
|
On or around 14 February 2024
|
Admission and
dealings in Retail Offer Shares commence at
|
8.00 a.m. on or around 16 February
2024
|
Any changes to the expected timetable set out
above will be notified by the Company through a Regulatory
Information Service. References to times are to London times unless
otherwise stated.
Dealing
Codes
Ticker
|
EQIP
|
ISIN for the
Ordinary Shares
|
GB00BMBVXB73
|
SEDOL for the
Ordinary Shares
|
BMBVXB7
|
Retail
Offer
The Company values its retail shareholder base,
which has supported the Company alongside institutional investors.
Given the support of retail shareholders, the Company believes that
it is appropriate to provide its retail shareholders in the United
Kingdom the opportunity to participate in the Retail
Offer.
The Company is therefore making the Retail
Offer available in the United Kingdom through the financial
intermediaries which will be listed, subject to certain access
restrictions, on the following
website: https://www.bookbuild.live/deals/G1V6XQ/authorised-intermediaries
Panmure Gordon (UK) Limited will be acting as retail offer
coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").
Existing retail shareholders can contact their
broker or wealth manager ("Intermediary") to participate in the
Retail Offer. In order to participate in the Retail Offer, each
intermediary must be on-boarded onto the BookBuild platform and
agree to the final terms and the retail offer terms and conditions,
which regulate, inter alia, the conduct of the Retail Offer on
market standard terms and provide for the payment of commission to
any intermediary that elects to receive a commission and/or fee (to
the extent permitted by the FCA Handbook Rules) from the Retail
Offer Coordinator (on behalf of the Company).
Any expenses incurred by any intermediary are
for its own account. Investors should confirm separately with any
intermediary whether there are any commissions, fees or expenses
that will be applied by such intermediary in connection with any
application made through that intermediary pursuant to the Retail
Offer.
The Retail Offer will be open to eligible
investors in the United Kingdom at 1.02 p.m. on 12 February 2024. The
Retail Offer is expected to close at 4:35 p.m. on 14 February 2024.
Investors should note that financial intermediaries may have
earlier closing times. The Retail Offer may close early if it is
oversubscribed.
If any intermediary has any questions about how
to participate in the Retail Offer on behalf of existing retail
shareholders, please contact BookBuild at
support@bookbuild.live.
The Retail Offer the subject of this
announcement is and will, at all times, only be made to, directed
at and may only be acted upon by those persons who are,
shareholders in the Company. To be eligible to participate in the
Retail Offer, applicants must meet the following criteria before
they can submit an order for Retail Offer Shares: (i) be a customer
of one of the participating intermediaries listed on the above
website; (ii) be resident in the United Kingdom and (iii) be a
shareholder in the Company (which may include individuals aged 18
years or over, companies and other bodies corporate, partnerships,
trusts, associations and other unincorporated organisations and
includes persons who hold their shares in the Company directly or
indirectly through a participating intermediary). For the
avoidance of doubt, persons who only hold CFDs, Spreadbets and/or
similar derivative instruments in relation to shares in the Company
are not eligible to participate in the Retail Offer.
The Company reserves the right to scale back
any order at its discretion. The Company reserves the right to
reject any application for subscription under the Retail Offer
without giving any reason for such rejection.
It is vital to note that once an application
for Retail Offer Shares has been made and accepted via an
intermediary, it cannot be withdrawn.
The New Ordinary Shares will, when issued, be
credited as fully paid and will rank pari passu in all respects
with existing Ordinary Shares including the right to receive all
dividends and other distributions declared, made or paid after
their date of issue.
The Retail Offer is an offer to subscribe for
transferable securities, the terms of which ensure that the Company
is exempt from the requirement to issue a prospectus under
Regulation (EU) 2017/1129 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018. It is a term of the
Retail Offer that the aggregate total consideration payable for the
Retail Offer Shares will not exceed £300,000.00 (or the equivalent in
Euros). The exemption from the requirement to publish a prospectus,
set out in section 86(1)(e) of the Financial Services and Markets
Act 2000 (as amended), will apply to the Retail Offer.
The Retail Offer is not being made into any
jurisdiction other than the United Kingdom or to US Persons (as
defined in Regulation S of the US Securities Act 1933, as
amended).
No offering document, prospectus or admission
document has been or will be prepared or submitted to be approved
by the Financial Conduct Authority (or any other authority) in
relation to the Retail Offer, and investors' commitments will be
made solely on the basis of the information contained in this
announcement and information that has been published by or on
behalf of the Company prior to the date of this announcement by
notification to a Regulatory Information Service in accordance with
the AQSE Company Rules, the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act
2018 (as amended).
There is a minimum subscription
of £100.00 per
investor under the terms of the Retail Offer which is open to
investors in the United Kingdom subscribing via the intermediaries
which will be listed, subject to certain access restrictions, on
the following website: https://www.bookbuild.live/deals/G1V6XQ/authorised-intermediaries
There is no maximum application amount to apply in the Retail
Offer. The terms and conditions on which investors subscribe will
be provided by the relevant financial intermediaries including
relevant commission or fee charges.
Investors
should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to
a recommendation to invest in the Company or amounts to investment,
taxation or legal advice.
It should be
noted that a subscription for Retail Offer Shares and investment in
the Company carries a number of risks. Investors should take
independent advice from a person experienced in advising on
investment in securities such as the Retail Offer Shares if they
are in any doubt.
For
further information, please contact:
Equipmake
Ian Foley, Founder and CEO
Steven McGillivray, CFO
|
Via St Brides Partners
|
Panmure Gordon (Corporate Adviser and Joint
Broker)
James Sinclair-Ford / Freddie Twist
/ Joseph Tan
Hugh Rich / Sam Elder
|
Tel: +44 (0)20 7886 2500
|
VSA
Capital Limited (Joint Broker)
Simon Barton / Simba Khatai / Alex
Cabral
|
Tel +44 (0)20 3005
5000
|
St
Brides Partners (Financial PR Adviser)
Susie Geliher / Paul
Dulieu
|
Tel: +44 (0)20 7236 1177
equipmake@stbridespartners.co.uk
|
|
|
About Equipmake
Equipmake is the UK-based engineering
specialist pioneering the development and production of
electrification products to meet the needs of the automotive,
aerospace and other sectors in support of the transition from
conventional fossil-fuelled to zero-emission
powertrains.
Equipmake is a leader in ultra-high performance
electric motors and complete EV drivetrains and ultra-fast power
electronic systems. As well as developing proprietary technology -
such as an ultra-compact, lightweight high performance spoke motor
- it also offers industry-leading EV consultancy.
Equipmake has developed a vertically integrated
solution providing fully bespoke solutions. The Company has
built a significant pipeline of opportunities, as demand for
electric vehicles increases as part of the global decarbonisation
movement.
Further information on the Company can be found
on its website at equipmake.co.uk
The Company's LEI is 213800NY1WGJ26E4HB59
.
This announcement should be read in its
entirety. In particular, the information in the "Important Notices"
section of the announcement should be read and
understood.
Important
Notices
The Retail Offer is only open to investors in
the United Kingdom who fall within Article 43 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (which includes an existing member of the
Company).
This announcement and the information contained
herein is not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into or from the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
"US")), Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction where to do so
might constitute a violation of the relevant laws or regulations of
such jurisdiction.
The Retail Offer Shares have not been and will
not be registered under the US Securities Act of 1933, as amended
(the "US Securities Act") or under the applicable state securities
laws of the United States and may not be offered or sold directly
or indirectly in or into the United States or to or for the account
or benefit of any US person (within the meaning of Regulation S
under the US Securities Act) (a "US Person"). No public offering of
the Retail Offer Shares is being made in the United States. The
Retail Offer Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance
with, Regulation S under the US Securities Act. In addition, the
Company has not been, and will not be, registered under the US
Investment Company Act of 1940, as amended.
This announcement does not constitute an offer
to sell or issue or a solicitation of an offer to buy or subscribe
for Retail Offer Shares in the United States, Australia, Canada,
New Zealand, Japan, the Republic of South Africa, any member state
of the EEA or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such
jurisdiction.
The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein
comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement has been issued by, and is
the sole responsibility of, the Company. No undertaking,
representation, warranty or other assurance, express or implied, is
made or given by or on behalf of the Company, Panmure Gordon (UK)
limited ("Panmure Gordon"), VSA Capital Limited ("VSA ") or any of
their respective directors, officers, partners, employees, agents
or advisers or any other person as to the accuracy or completeness
of the information or opinions contained in this announcement and
no responsibility or liability is accepted by any of them for any
such information or opinions or for any errors, omissions or
misstatements, negligence or otherwise in this
announcement.
Each of Panmure Gordon and VSA is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for the Company and for no-one
else and will not regard any other person (whether or not a
recipient of this announcement) as its client in relation to the
Retail Offer and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, nor
for providing advice in connection with the Retail Offer, Admission
and the other arrangements referred to in this
announcement.
The value of Ordinary Shares and the income
from them is not guaranteed and can fall as well as rise due to
stock market and currency movements. When you sell your investment,
you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a
result of currency fluctuations.
Certain statements in this announcement are
forward-looking statements which are based on the Company's
expectations, intentions and projections regarding its future
performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking
statements.
These forward-looking statements speak only as
at the date of this announcement and cannot be relied upon as a
guide to future performance. Each of the Company, Panmure
Gordon and VSA expressly disclaims any
obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change
in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Conduct Authority, the Aquis Exchange or applicable law.
The information in this announcement is for
background purposes only and does not purport to be full or
complete. None of Panmure Gordon, VSA or any
of their respective affiliates, accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. Each of the Panmure Gordon (UK) Limited,
VSA and their respective affiliates, accordingly
disclaims all and any liability whether arising in tort, contract
or otherwise which it might otherwise be found to have in respect
of this announcement or its contents or otherwise arising in
connection therewith.
Any indication in this announcement of the
price at which the Ordinary Share have been bought or sold in the
past cannot be relied upon as a guide to future performance.
Persons needing advice should consult an independent financial
adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be
interpreted to mean that earnings or target dividend per share of
the Company for the current or future financial years would
necessarily match or exceed the historical published earnings or
dividends per share of the Company.
Neither the content of the Company's website
(or any other website) nor the content of any website accessible
from hyperlinks on the Company's website (or any other website) is
incorporated into or forms part of this announcement. The Retail
Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the
Aquis Exchange.
UK Product
Governance Requirements
Solely for the purposes of the product
governance requirements of Chapter 3 of the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK MiFIR
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the UK MiFIR Product
Governance Requirements) may otherwise have with respect thereto,
the Retail Offer Shares have been subject to a product approval
process, which has determined that the Retail Offer Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6
of COBS; and (ii) eligible for distribution through all permitted
distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Retail Offer Shares may decline and
investors could lose all or part of their investment; the Retail
Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Retail
Offer.
For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of Chapters 9A or 10A respectively
of COBS; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Retail Offer Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Retail Offer Shares and determining
appropriate distribution channels.
EU Product
Governance Requirements
Solely for the purposes of the product
governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has
determined that the Retail Offer Shares are: (i) compatible with an
end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "EU
Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail
Offer Shares may decline and investors could lose all or part of
their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection; and an investment in the Retail
Offer Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The EU Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Retail
Offer.
For the avoidance of doubt, the EU Target
Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase or take any other action whatsoever with respect to
the Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution
channels.