TIDMRDT
RNS Number : 8646K
Rosslyn Data Technologies PLC
31 August 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN
(TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA 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 FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE
ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING
OF THE FUNDRAISE SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY
FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A
VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS. PLEASE SEE
THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMED) (WHICH FORMS PART
OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (AS AMED)). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
31 August 2023
Rosslyn Data Technologies plc
("Rosslyn", the "Group" or the "Company")
Result of Placing and Posting of Circular
Rosslyn (AIM: RDT), the provider of a leading cloud-based
enterprise data analytics platform , is pleased to announce that,
further to the announcement made on 30 August 2023 regarding the
Fundraising and the Consolidation (the "Launch Announcement"), it
has raised GBP3.3 million (before expenses) via the placing of
517,000,000 Placing Shares (comprising 97,203,765 General Placing
Shares and 419,796,235 EIS/VCT Placing Shares) and the subscription
for 23,000,000 Subscription Shares, both at the Issue Price of 0.5
pence per share, as well as the issue of GBP600,000 of Convertible
Loan Notes.
In addition, a retail offer via Bookbuild platform to raise up
to GBP0.5 million was announced and opened to eligible investors in
the United Kingdom at 4.35 p.m. on 30 August 2023 (the "Retail
Offer Announcement"). It is expected that the Retail Offer will be
closed on 5 September 2023. Further information of the Retail Offer
can be found in the Retail Offer Announcement.
Related party transaction
James Appleby and Bernard Quinn, Directors of the Company have
subscribed for an aggregate of 23,000,000 Subscription Shares at
the Issue Price.
The participation of James Appleby and Bernard Quinn (together
the " Related Parties ") each constitute related party transactions
under rule 13 of the AIM Rules.
Accordingly, Cenkos, acting in its capacity as the Company's
nominated adviser, confirms that it considers the terms of the
participation of the Related Parties in the Fundraising are fair
and reasonable in so far as the Shareholders are concerned.
The Consolidation
As announced in the Launch Announcement, the Company is also
carrying out a consolidation to reduce the number of Ordinary
Shares in issue by a factor of 50. The Company currently has
339,862,521 Ordinary Shares in issue. This is a significant number
of shares for a Company with a market capitalisation of
approximately GBP1.7 million as at 29 August 2023. The Board
considers that the effect of the Consolidation will be to improve
market liquidity by reducing volatility and spread of the Company's
Ordinary Shares and make trading in the Company's shares more
attractive to a broader range of institutional investors and other
members of the investing public.
General Meeting
The Fundraise is conditional on, inter alia, shareholder
approval of certain resolutions to be proposed at a general meeting
of the Company to be held on 18 September 2023.
The Circular, including the Notice of General Meeting, is being
posted to Shareholders today and is available on the Company's
website at https://www.rosslyn.ai/investors.
Admission, settlement and dealings
Application will be made for admission of the Fundraising Shares
(comprising 517,000,000 Placing Shares, 23,000,000 Subscription
Shares and up to 100,000,000 Retail Offer Shares) to trading on
AIM, being the market of that name operated by the London Stock
Exchange.
First Admission is expected to take place at 8.00 a.m. on or
around 19 September 2023.
In addition to the passing of the Resolutions, the Fundraising
is conditional upon, among other things, First Admission becoming
effective and the Placing Agreement not being terminated in
accordance with its terms.
The Fundraising Shares, when issued, will be fully paid and will
rank pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Capitalised terms in this announcement shall have the same
meaning as in the Circular.
For further information please contact:
Rosslyn
Paul Watts, Chief Executive Officer
James Appleby, Chairman +44 (0)20 3285 8008
--------------------
Cenkos Securities (Nominated adviser
and Broker)
--------------------
Stephen Keys/Camilla Hume/George
Lawson +44 (0)20 7397 8900
--------------------
Gracechurch Group (Financial PR)
--------------------
Harry Chathli/Claire Norbury +44 (0)20 4582 3500
--------------------
Important notices
No person has been authorised to give any information or 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 so authorised. The making of this
announcement shall not, under any circumstances, create any
implication that there has not been any change in the affairs of
the Company since the date of this announcement or that the
information is correct as of any subsequent time.
This announcement does not constitute an offer to sell or an
invitation to subscribe for, or solicitation of an offer to
subscribe for or buy Fundraising Shares to any person in any
jurisdiction to whom it is unlawful to make such offer or
solicitation. Accordingly, the Fundraising Shares may not, subject
to certain exceptions, be offered or sold, directly or indirectly,
in, or into, the United States of America, Canada, Australia,
Japan, the Republic of Ireland or the Republic of South Africa, New
Zealand or Hong Kong or in any other country, territory or
possession where to do so may contravene local securities laws or
regulations. The Fundraising Shares have not been, and will not be,
registered under the Securities Act or qualified for sale under the
laws of any state of the United States or under the applicable laws
of any of Canada, Australia, the Republic of Ireland, the Republic
of South Africa, Japan, New Zealand or Hong Kong and, subject to
certain exceptions, may not be offered or sold in the United States
or to, or for the account or benefit of, US persons (as such term
is defined in Regulation S under the Securities Act) or to any
national, resident or citizen of Canada, Australia, the Republic of
Ireland, South Africa, Japan, New Zealand or Hong Kong.
Cenkos Securities ("Cenkos"), which is authorised and regulated
in the United Kingdom by the FCA, is acting as Nominated Adviser
and Sole Broker exclusively for the Company and no one else in
connection with the contents of this announcement and will not
regard any other person (whether or not a recipient of this
announcement) as its client in relation to the contents of this
announcement 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 contents of this
announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Cenkos by FSMA or the regulatory
regime established thereunder, Cenkos accepts no 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, whether as to the past or the
future. Cenkos accordingly disclaims 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
contents of this announcement or any such statement. The
responsibilities of Cenkos as the Company's nominated adviser under
the AIM Rules and the AIM Rules for Nominated Advisers are owed
solely to London Stock Exchange and are not owed to the Company or
to any director or shareholder of the Company or any other person,
in respect of its decision to acquire shares in the capital of the
Company in reliance on any part of this announcement, or
otherwise.
No representation, responsibility or warranty, expressed or
implied, is made by Cenkos, the Company or any of their respective
directors, officers, employees or agents as to any of the contents
of this announcement, the Placing or any other matter referred to
in this announcement. Cenkos will not be offering advice and will
not otherwise be responsible for providing customer protections to
recipients of this announcement or for advising them on the
contents of this announcement or any other matter.
The Fundraising Shares will not be registered under the
Securities Act or under the securities laws of any state of the
United States and, absent registration or an exemption therefrom,
may not be offered or sold in the United States. The Fundraising
Shares will not be registered under any of the relevant securities
laws of Canada, Australia, Japan, New Zealand, the Republic of
Ireland, the Republic of South Africa or Hong Kong. Accordingly,
unless otherwise determined by the Company and permitted by the
applicable law and regulations, the Fundraising Shares may not be,
directly or indirectly, offered, sold, taken up, delivered or
transferred in or into the United States, Canada, Australia, Japan,
New Zealand, the Republic of Ireland, the Republic of South Africa
or Hong Kong.
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END
ROIEAXPEDESDEFA
(END) Dow Jones Newswires
August 31, 2023 02:00 ET (06:00 GMT)
Rosslyn Data Technologies (LSE:RDT)
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Rosslyn Data Technologies (LSE:RDT)
過去 株価チャート
から 4 2023 まで 4 2024
