TIDMRDT
RNS Number : 4680L
Rosslyn Data Technologies PLC
05 September 2023
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 OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF EU REGULATION 596/2014 WHICH FORMS PART OF DOMESTIC LAW IN THE
UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.
Rosslyn Data Technologies plc
("Rosslyn", the "Group" or the "Company")
Result of Retail Offer
Further to the announcement dated 30 August 2023, Rosslyn (AIM:
RDT), the provider of a leading cloud-based enterprise data
analytics platform , announces that, following the closing of the
Retail Offer by BookBuild earlier today, 3,101,200 Retail Offer
Shares will be issued at 0.5 pence per Retail Offer Share in
connection with the Retail Offer.
The Company notes that approximately 89 per cent. of the GBP3.3
million raised via the conditional Placing and Subscription, and
the issue of Convertible Loan Notes comprised existing shareholders
in the Company. Furthermore, the issue price of 0.5 pence per
Retail Offer Share represented a nil discount to the closing
mid-market price on 29 August 2023, being the latest practicable
date prior to the date of the announcement of the Fundraise.
Consequently, 517,000,000 Placing Shares, 23,000,000
Subscription Shares and 3,101,200 Retail Offer Shares, resulting in
a total of 543,101,200 Fundraising Shares, will be issued in
relation to the Placing, Subscription and Retail Offer, raising
total gross proceeds of approximately GBP 3.32 million.
The Fundraise is conditional on, inter alia, the passing of the
Resolutions by Shareholders at the General Meeting to be held on 18
September 2023. It is expected that First Admission of the
Fundraising Shares to trading on AIM will occur no later than 8.00
a.m. on 19 September 2023.
Second Admission will occur after the Consolidation is effective
and is expected to occur at 8.00 a.m. on 20 September 2023 (or such
later times(s) and/or date(s) as Cenkos and the Company may
agree).
The Fundraising Shares and the New Consolidated Ordinary Shares
will, when issued, be credited as fully paid up and will have the
same rights as the Existing Ordinary Shares including, voting,
dividend, return of capital and other rights, and will on issue be
free of all claims, liens, charges, encumbrances and equities.
Following Second Admission, the total number of New Consolidated
Ordinary Shares in issue will be 17,659,275 with each New
Consolidated Ordinary Share carrying the right to one vote. There
are, and following Second Admission will be, no New Consolidated
Ordinary Shares held in treasury and therefore the total number of
voting rights in the Company will be 17,659,275 . The above figure
may be used by Shareholders in the Company 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
share capital of the Company under the FCA's Disclosure, Guidance
and Transparency Rules.
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the circular to Shareholders dated
31 August 2023.
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)
--------------------
Claire Norbury/Anysia Virdi +44 (0)20 4582 3500
--------------------
Important Notices
The content of this announcement has been prepared by, and is
the sole responsibility 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.
Cenkos Securities plc ("Cenkos") which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
and is a member of the London Stock Exchange, is acting as
nominated adviser and broker 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 Placing, Retail
Offer and Admission 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 Placing,
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. The Company and Cenkos expressly disclaim 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 London Stock 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 Cenkos or
any of its 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. Cenkos and its
affiliates, accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they 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 London Stock
Exchange.
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END
ROILAMFTMTMMBBJ
(END) Dow Jones Newswires
September 05, 2023 12:02 ET (16:02 GMT)
Rosslyn Data Technologies (LSE:RDT)
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Rosslyn Data Technologies (LSE:RDT)
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