7 May 2024
GEIGER COUNTER
LIMITED
(THE
"COMPANY")
Result of subscription rights exercise for Ordinary
Shares
The Board of the Company is pleased
to announce that applications have been received from shareholders
to subscribe for 17,353,634 new ordinary shares of no par value
("Ordinary Shares") at a price of 37.74p per
share.
As previously announced, as there is
a cap of Euro 8 million on the value of Ordinary Shares that can be
issued at the subscription price, each successful applicant has had
the number of shares they have applied for scaled back to
approximately 70.96 per cent of the number applied for. A
total of 12,314,071 Ordinary Shares will therefore be issued to the
successful applicants on the basis of one new Ordinary Share for
every five existing Ordinary Shares registered in the name of the
successful applicants on the record date, 21 March 2024.
Outstanding Subscription Rights
Shareholders holding approximately
32.07% of the Company's issued share capital did not apply to take
up their subscription rights entitlement, representing a total of
5,816,025 Ordinary Shares. In
accordance with the terms and conditions on which the Subscription
Rights were issued, the Company has appointed a trustee (the
"Subscription Trustee"). If the Subscription Trustee is of
the opinion, having consulted Cavendish Capital Markets Limited
("Cavendish"), that the net proceeds of sale of the Ordinary Shares
arising on exercise of the outstanding Subscription Rights (after
deduction of all costs and expenses incurred by, and any fee due
to, the Subscription Trustee) will exceed the aggregate costs of
subscription, the Subscription Trustee will exercise either (i) all
the Subscription Rights which have not been exercised or (ii) at
the Subscription Trustee's discretion such number of Subscription
Rights as will, in the Subscription Trustee's opinion, result in
the Ordinary Shares arising from such exercise being sold in the
market for such net proceeds as will exceed the costs of exercising
such Subscription Share Rights and the costs and expenses of
sale.
It is intended that the full number
of Ordinary Shares that would arise from the exercise of the
outstanding Subscription Rights (the "Rump") will be sold by
Cavendish by way of a secondary market placing executed at the
maximum available, single clearing price. However, the Subscription
Trustee reserves its absolute discretion to execute bargains in
such sizes and prices as it deems appropriate to the interests of
the outstanding Subscription Shareholders. Qualified
investors (as defined in section 86(7) of the Financial Services
and Markets Act 2000 (as amended)) considering participation in the
secondary market placing are advised to contact Cavendish as soon
as practicable. Orders for the placing should state the
number of shares to be purchased and the maximum purchase price (or
confirm that the investor is willing to trade "at strike").
Investors placing orders should note that if the full extent of the
Rump is not covered, then a bargain is expected to be executed at
the maximum available, single clearing price for the actual size of
the book.
If the Subscription Trustee is of
the opinion that the gross proceeds of sale of the Ordinary Shares
by the Subscription Trustee are likely to exceed the costs of
subscription but the excess is not sufficient to meet the costs and
expenses incurred by the Subscription Trustee, the Board intends
that part or all of such costs and expenses will be borne by the
Company, provided that at that time the Board believes this to be
in the best interests of the Company and Shareholders as a
whole.
The Subscription Trustee will
distribute the proceeds of any sale (less any related subscription
costs and other costs and expenses) pro rata to the persons
entitled thereto, provided that entitlements of under £5.00 shall
be retained for the benefit of the Company.
Accordingly, the Company announces
that it will be issuing and allotting 12,314,071 Ordinary Shares,
subject to admission to trading. Application will be made for
the new Ordinary Shares to be admitted to trading on The
International Stock Exchange ("TISE") and to trading on the London
Stock Exchange's SETSqx platform. It is expected that
dealings will commence at 8.00 a.m. on 10 May 2024.
Total Voting Rights
For the purposes of the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules
("DTRs"), following Admission the issued ordinary share capital of
the Company will consist of 138,383,779 Ordinary Shares with voting
rights attached 8,474,445 Ordinary Shares held in Treasury.
This figure of 138,383,779 may be used by the Company's
shareholders as the denominator for the calculation by which they
will determine whether they are required to notify their interest
in, or a change to their interest in, the share capital of the
Company under the DTRs.
As outlined in the circular sent to
Shareholders relating to the subscription rights, all shareholders
will have a further right to subscribe for shares on 30 April 2025
(on the basis of one new Ordinary Share for every five Ordinary
Shares held). The subscription price will be equal to the
unaudited diluted net asset value per share on 1 May 2024. A
reminder will be sent to shareholders prior to the next
subscription date.
The information contained within
this RNS is considered to be inside information prior to its
release.
For further information, please
contact:
Manulife | CQS Investment Management
|
Craig Cleland
|
T: +44 (0) 20 7201 5368
|
Cavendish Capital Markets Limited
|
Tunga Chigovanyika / Will
Talkington (Corporate Finance)
|
T: +44 (0) 20 7397 1915
|
|
Daniel Balabanoff / Pauline Tribe
(Sales)
|
T: +44 (0) 20 7220 0500
|
R&H Fund Services (Jersey) Limited
|
Jane De Barros
|
T :+44 (0) 1534 825 259
|