TIDMSRT
RNS Number : 5315X
SRT Marine Systems PLC
21 December 2023
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICE IN THE APPIX TO THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF
UK 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 IN THIS
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO
BE IN POSSESSION OF INSIDE INFORMATION.
21 December 2023
SRT MARINE SYSTEMS PLC
("SRT" or the "Company")
Subscription and Placing to raise up to GBP10.0 million,
Retail Offer to raise up to GBP0.5 million, all at 35 pence per
Ordinary Share
and
Notice of General Meeting
SRT, the AIM-quoted developer and supplier of maritime
surveillance systems and navigation safety products, announces a
strategic investment and conditional fundraising of up to
approximately GBP10.5 million (before expenses) comprising a
Subscription, Placing and Retail Offer (together the
"Fundraising"). The net proceeds of the Fundraising are expected to
fund working capital to strengthen the Company's balance sheet and
facilitate the growth of both the surveillance systems and
navigation transceivers businesses, with the outlook for these
business as expected and reported in the Company's half year report
on 20(th) November 2023.
Certain defined terms used herein are set out in Appendix III to
this Announcement.
The Company has placed 8,571,576 new ordinary shares of 0.1
pence each ("Ordinary Shares") in the capital of the Company (the
"Placing Shares") at a price of 35 pence per Placing Share (the
"Issue Price") to raise approximately GBP3.0 million (before
expenses) (the "Placing").
Additionally, the Company has raised GBP7.0 million by way of a
subscription agreement entered into between the Company and the
Strategic Investor (the "Subscription Agreement"). The Strategic
Investor has committed to participating in the Fundraising and will
subscribe under the terms of the Subscription Agreement for, in
aggregate, 20,000,000 New Ordinary Shares at the Issue Price (the
"Subscription" and "the Subscription Shares").
The Company intends to allot the Subscription Shares in two
tranches, whereby:
1. 19,226,000 Subscription Shares will be issued and allotted
using the Company's existing share allotment authorities granted at
the 2023 AGM (the "First Subscription Shares" and the "First
Subscription"); and
2. the remaining 774,000 Subscription Shares will be issued and
allotted subject to the Placing Resolutions being duly passed at
the General Meeting to be held on 15 January 2024 (the "Second
Subscription Shares" and the "Second Subscription").
In addition to the Subscription and the Placing, existing
Shareholders will be given the opportunity to subscribe for, in
aggregate, up to 1,428,571 New Ordinary Shares via the Bookbuild
Platform (the "Retail Shares", together with the Placing Shares and
the Subscription Shares, the "New Ordinary Shares") at the Issue
Price by way of a retail offer to raise up to approximately GBP0.5
million (before expenses) (the "Retail Offer"). A separate
announcement will be made regarding the Retail Offer and its terms.
The Subscription and the Placing are not conditional upon the
Retail Offer. For the avoidance of doubt the Retail Offer forms no
part of the Subscription or the Placing.
The Company intends to publish and send a shareholder circular
and notice of General Meeting (the "Circular") to Shareholders in
connection with the Resolutions and the Fundraising on or around 22
December 2023.
Highlights:
-- Fundraising with new and existing investors to raise
approximately GBP10.0 million (before expenses) through the issue
of 28,571,576 New Ordinary Shares at the Issue Price and a Retail
Offer to be made available to existing shareholders for up to
1,428,571 New Ordinary Shares to be subscribed for at the Issue
Price to raise up to GBP0.5 million.
-- Of the expected proceeds of the Fundraising, approximately
GBP7.0 million is being invested by way of a direct Subscription to
the Company by the Strategic Investor (Ocean Infinity), a highly
reputable marine technology company founded in 2017 with more than
500 global employees located across the US, Canada, UK, Portugal,
Sweden, Norway, Australia, New Zealand and Singapore. Further
information about the Strategic Investor and the Strategic
Investment is set out in paragraph 4 of the section below.
-- The net proceeds of the Fundraising will be used to
strengthen the Company's balance sheet and facilitate the growth of
both the systems and transceivers businesses.
-- Assuming full take-up of the Retail Offer, the New Ordinary
Shares will represent approximately 13.48 per cent. of the Enlarged
Share Capital.
-- The Issue Price represents a discount of approximately 15.6
per cent. to the closing mid-market price of 41.5 pence per
existing Ordinary Share on 20 December 2023, being the Latest
Practicable Date.
-- The Company will allot its maximum authorities of 19,226,000
New Ordinary Shares under the First Admission, all of which are
being taken up by Ocean Infinity as part of the Subscription.
-- The Company requires further Shareholder authorities in order
to issue and allot the Second Subscription Shares, the Placing
Shares and the Retail Shares. The Second Subscription, the Placing
and the Retail Offer are therefore conditional, inter alia, upon
the Placing Resolutions being duly passed by Shareholders at the
General Meeting to be held at 10:00 a.m. at the offices of CMS
Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon
Street, London, EC4N 6AF on 15 January 2024. A detailed timetable
of events is set out in Appendix I to this Announcement.
-- The First Admission will consist of 19,226,000 First
Subscription Shares. The Second Admission will consist of 774,000
Second Subscription Shares, 8,571,576 Placing Shares and up to
1,428,571 Retail Shares.
Simon Tucker, CEO of SRT, commented:
"SRT has pioneered the next generation of advanced digital
technologies and systems for maritime surveillance, vessel
monitoring and navigation safety, and become the established global
leader in this growing market. We were pleased to receive an
approach from Ocean Infinity, and subsequent synergistic investment
alongside other existing shareholders. Both companies share a
common vision for the future of maritime domain awareness, are
leaders in our respective fields and have directly complementary
skills and technologies. This synergy, combined with this
significant investment both facilitates our existing business and
creates new opportunities for us to optimise the growing global MDA
market potential."
Oliver Plunkett, CEO of Ocean Infinity, commented:
"Ocean Infinity is at the forefront of robotic technology
deployed to gather data from the oceans. Creating a close and
proactive relationship with SRT allows us together to offer clients
a complete data solution, from acquisition to insights, for
managing and securing coastal territories and beyond."
Cavendish Capital Markets Limited ("Cavendish") acted as
Bookrunner in connection with the Placing. Blackdown Partners
Limited ("Blackdown") acted as Advisor to Ocean Infinity Inc.
The Company intends to publish and send the Circular to
Shareholders on 22 December 2023. The Circular will also be
available on the investor section of the Company's website
(www.srt-marine.com) once published.
The person responsible for arranging the release of this
Announcement on behalf of the Company is Richard Hurd, Chief
Financial Officer and Secretary of the Company.
Contacts:
SRT Marine Systems plc www.srt-marine.com
+ 44 (0) 1761 409500
Simon Tucker (CEO) simon.tucker@srt-marine.com
Louise Coates (Marketing Manager) louise.coates@srt-marine.com
Cavendish Capital Markets Limited
Jonny Franklin-Adams / Teddy Whiley /
George Dollemore (Corporate Finance) +44 (0) 20 7220 0500
Tim Redfern, Harriet Ward (ECM)
Blackdown Partners, Advisor to Ocean
Infinity +44 203 807 8484
Julian Collett
About SRT Marine Systems plc:
SRT is a global leader in the development and provision of next
generation digital maritime surveillance and navigation safety
technologies and systems. The Company's products and solutions are
used by individual vessel owners, port authorities, maritime
infrastructure owners, coast guards and national security agencies
to enhance their maritime domain awareness. Applications include
the tracking of commercial and leisure vessels; sustainable
fishery; anti-collision; search and rescue; waterway management,
port and coast security; pollution management; and environmental
management.
This Announcement should be read in its entirety including the
appendices. In particular, you should read and understand the
information provided in the "Important Notices" section of this
Announcement.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129
AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION") WHO; (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN
ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO
WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN SRT MARINE SYSTEMS PLC.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED
(THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY
OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND
THEREFORE MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA) (THE "UNITED STATES" OR THE "US") EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING
OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH,
REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE
WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF SECURITIES IS BEING
MADE IN THE UNITED STATES OR ELSEWHERE.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN
OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED
STATES.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company,
finnCap, Shore Capital, MC Services or any of their respective
affiliates, agents, directors, officers, consultants, partners or
employees ("Representatives") that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company, finnCap, Shore Capital and MC Services to
inform themselves about and to observe any such restrictions.
This Announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States, Australia,
Canada, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares is being made in any such
jurisdiction.
All offers of the Placing Shares in the United Kingdom or the
EEA will be made pursuant to an exemption from the requirement to
produce a prospectus under the UK Prospectus Regulation. In the
United Kingdom, this Announcement is being directed solely at
persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not require the
approval of the relevant communication by an authorised person.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained from the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares; and the Placing Shares have not
been, nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of the
United States, Australia, Canada, the Republic of South Africa or
Japan. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into the United
States, Australia, Canada, the Republic of South Africa or Japan or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any such action.
This Announcement may contain, or may be deemed to contain,
"forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to
its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use
words such as "aim", "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its affiliates operate, the
effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and
credit, a decline in the Company's credit ratings; the effect of
operational risks; and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the
Company may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
Cavendish is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing or any other matters referred to in this Announcement, and
Cavendish will not 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 or any other matters
referred to in this Announcement.
Blackdown Partners Limited ("Blackdown Partners") is authorised
and regulated by the FCA in the United Kingdom and is acting
exclusively for Ocean Infinity and no one else in connection with
any matters referred to in this Announcement, and Blackdown
Partners will not be responsible to anyone other than Ocean
Infinity for providing the protections afforded to its clients or
for providing advice in relation to any matters referred to in this
Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Cavendish or by any of its respective
Representatives as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Fundraising
will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK 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 Product Governance
Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of investors who meet the criteria of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraph 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (for the purposes of UK Product Governance
Requirements) should note that: (a) the price of the New Ordinary
Shares may decline and investors could lose all or part of their
investment; (b) the New Ordinary Shares offer no guaranteed income
and no capital protection; and (c) an investment in the New
Ordinary 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 the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Fundraising.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, finnCap, Shore Capital and MC Services will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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 New Ordinary
Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
The following is an extract from the Chairman's letter to be set
out in substantially the same form in the Circular.
1. INTRODUCTION
The Company has raised c.GBP10.0 million, before expenses, by
way of a Subscription and a conditional Placing of, in aggregate,
28,571,576 New Ordinary Shares, in each case, at the Issue
Price.
In addition, to provide Shareholders who have not taken part in
the Placing with an opportunity to participate in the Fundraising,
the Company is providing all existing Shareholders with the
opportunity to subscribe for up to 1,428,571 Retail Shares at the
Issue Price, via the Bookbuild Platform, to raise up to GBP0.5
million (before expenses), by way of the Retail Offer.
The maximum total amount that the Company could raise under the
Fundraising is therefore approximately GBP10.5 million (before
expenses), assuming that the Retail Offer is fully subscribed.
The minimum net proceeds of the Fundraising of approximately GBP
10.0 million (after expenses) will be used to provide general
working capital to strengthen the balance sheet, as detailed in
paragraph 2 below.
The Fundraising comprises:
1. 20,000,000 Subscription Shares (in aggregate) subscribed for
by the Strategic Investor at the Issue Price, raising proceeds of
approximately GBP7.0 million before fees and expenses. Admission of
the Subscription Shares will be split between First Admission and
Second Admission. The First Subscription is conditional only upon
First Admission. The Second Subscription is conditional, amongst
other things, on the Placing Resolutions being duly passed at the
General Meeting and Second Admission. Further details of the
Subscription are set out in paragraph 8 below.
2. 8,571,576 Placing Shares conditionally placed by Cavendish as
agent of the Company with institutional investors at the Issue
Price, raising proceeds of approximately GBP3.0 million before fees
and expenses. The Placing is conditional, amongst other things, on
the Placing Resolutions being duly passed at the General Meeting
and Second Admission. Further details of the Placing are set out in
paragraph 6 below.
3. Up to 1,428,571 Retail Shares to be issued pursuant to the
Retail Offer to Retail Investors through intermediaries at the
Issue Price, raising proceeds of up to GBP0.5 million before fees
and expenses. The Retail Offer is conditional, amongst other
things, on the Placing Resolutions being duly passed at the General
Meeting and Second Admission. Further details of the Retail Offer
are set out in paragraph 9 below. For the avoidance of doubt, the
Retail Shares are not part of the Placing or the Subscription and
are not Placing Shares or Subscription Shares.
No part of the Fundraising is being underwritten.
The Issue Price represents a discount of 15.6 % to the Closing
Price on the Latest Practicable Date, being 41.5 pence per Existing
Ordinary Share .
The Subscription Shares, the Placing Shares and the Retail
Shares will represent, respectively, approximately 9.0 %, 3.9 % and
0.6 % of the Enlarged Share Capital.
The background to and reasons for the Fundraising and further
details of the Placing, the Subscription and the Retail Offer are
set out at paragraphs 2, 6, 8 and 9 respectively below.
The Fundraising is being conducted in two tranches: the First
Subscription will be implemented pursuant to the existing
shareholder authorities granted to the Directors by resolutions 6
and 7 at the 2023 AGM, and the Directors intend for the issue of
New Ordinary Shares pursuant to the Second Subscription, the
Placing and the Retail Offer to be implemented pursuant to the
shareholder authorities proposed pursuant to the Placing
Resolutions, as set out in the Notice of General Meeting contained
within the Circular to be posted to Shareholders.
The First Subscription is conditional only on First Admission
taking place. The Second Subscription, the Placing and the Retail
Offer are conditional, amongst other things on the First
Subscription becoming effective, the passing of the Placing
Resolutions and Second Admission. The First Subscription is not
conditional on the Second Subscription, the Placing or the Retail
Offer proceeding, or upon the passing of the Placing
Resolutions.
Shareholder approval of the Placing Resolutions will be sought
at the General Meeting, which will be held at the offices of CMS
Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon
Street, London, EC4N 6AF at 10:00 a.m. on 15 January 2024. The
formal notice of the General Meeting will be set out at the end of
the Circular.
Should approval of the Placing Resolutions not be obtained at
the General Meeting, the Second Subscription, the Placing and the
Retail Offer will not proceed.
2. BACKGROUND TO, AND REASONS FOR, THE FUNDRAISING
As noted in the Company's half yearly report for the six months
ended 30 September 2023, following completion of significant
project implementation preparation during the first half, the
Company is anticipating a busy second half with the scheduled
commencement of several new projects and subsequent delivery of the
first phase of these system project milestones, along with
continued progress with prospective new system projects. The
Company's transceivers division has also been busy, continuing to
expand distribution, launch and commence shipping of its first
phase of DAS products for navigation aids, and the soft launch of
NEXUS before commencement of first shipments in Autumn 2024.
Overall, the Board anticipates that the Company will continue to
grow strongly, driven by existing contracts and conversion of new
contracts from its pipeline, all underpinned by fundamental
long-term demand drivers for enhanced maritime domain
awareness.
The Company's systems business is built around advanced
technologies and long-term customer partnerships. The SRT maritime
surveillance system is a sophisticated next generation system that
enables national agencies to efficiently and effectively understand
and control large marine domain areas. This intelligence and
insight enables them to protect fragile marine environments,
prevent accidents, save lives and detect and stop illegal
activities such as smuggling or illegal fishing. The customer
journey of transitioning to a fully digitised MDA system with
intelligence lead operations is one that is expected to take many
years given the scale of their marine domain and MDA awareness
ambitions. A typical customer starts this journey with their first
contract which provides a foundation upon which their system is
steadily built-up through multiple accretive projects over many
years. The Company therefore expects most customers to be a source
of long-term repeat business over the long term through multiple
follow-on contracts, each building on the previous contract to
build up system capabilities and secure maritime situational
understanding.
As previously announced, the systems business has been focused
on the delivery of two major projects for two customers. The
Philippines National Fisheries Ministry (BFAR) which oversees one
of the world's largest commercial fishing fleets and territories,
and one in the Middle East with a National Coast Guard. On 18 May
2023 the Company announced a new contract worth GBP145 million
contract to supply its integrated maritime surveillance and
intelligence system to an Asian national Coast Guard with
responsibility for one of the world's largest and most complex
marine areas. With tangible progress being made, further
conversions of new contracts are expected in the future from the
Company's pipeline of new system contract prospects currently worth
up to GBP1.4 billion. These significant new system contracts have
initial working capital requirements during the first few months to
fund equipment purchases prior to first deliveries and subsequent
receipt of customer payments following their delivery per contract.
With this in mind, alongside other sources of finance such as bank
and supplier project credit, one of the primary uses of funds from
the Fundraising is for the working capital to support the initial
stages of these major contracts noted above.
In addition to the Company's systems business, the Directors
also believe there are significant opportunities for growth in the
transceivers business which provides maritime navigation safety
communication transceivers. This division has exhibited robust
annual growth and in FY23 delivered c.60% year on year revenue
growth driven by a combination of increased market adoption,
increased distribution and a substantial price increase. The
Company now has over 4,000 resellers worldwide varying from marine
electronics dealers to marine electronic manufacturers and is
continuing to both expand distribution, as well as working to
increase sales through each reseller. In H2 FY2024 the Company
launched its first series of DAS kits which are designed to be
installed on buoys and other marine infrastructure as digital aids
to navigation. The response has exceeded expectations with a number
of major port and waterway authorities inquiring and requesting
trials, resulting in the rapid build-up of a prospects pipeline
worth more than $5 million. In November 2023, the company soft
launched its new NEXUS marine communications device at the METS
trade event in Amsterdam where it received an excellent reception
from resellers, some of which placed forward orders in anticipation
of first shipments from Autumn 2024.
The business also has some existing financing arrangements
through a medium term secured note programme with LGB Capital
Markets, which as announced on 10 May 2023 was recently extended to
a GBP40.0 million capacity, of which GBP23.2 million had been used
with GBP14.5 million repaid and thus leaving GBP8.7 million of
notes to be repaid over the next 3 years, and a further net
capacity available of GBP16.8m. The secured note program provides
the company with a flexible source of working capital.
3. CURRENT TRADING AND OPERATIONAL UPDATE
As announced at the time of the Company's half year results to
30 September 2023, the first half of the financial year was very
busy for both transceiver and systems businesses. With systems
contracts worth GBP160 million to deliver, SRT's project teams have
been working closely with the relevant customers and third-party
suppliers on the substantial preparatory and planning work required
for their delivery. The first of these implementation milestones
are scheduled for H2; several of which are substantial revenue
generating milestones. Alongside this the Company's transceivers
business has made good progress growing its sales and distribution
as well as launching new products which are expected to sell well
during H2.
During the H1 period ended 30th September 2023, SRT's systems
business did not generate any revenues having not completed any
revenue milestones and as such the GBP5.5 million of Group revenues
reported in H1 were generated from the transceivers business. Gross
profit was 37%, resulting in a loss for the period of GBP4.6
million, and a period end cash position of GBP3.9 million.
4. STRATEGIC INVESTMENT
Ocean Infinity
Ocean Infinity is a marine technology company specialising in
the development and deployment of robotics for large-scale, subsea
data acquisition. Ocean Infinity is developing a range of
innovative technologies to transform operations at sea, enabling
people and the planet to thrive.
Since its establishment in 2017, Ocean Infinity has pioneered
the use of fleets of robotics to play a vital part in ambitious
offshore projects, including the search for missing airliner MH370,
and the discovery of the missing Argentinian submarine, ARA San
Juan. Today, Ocean Infinity serves governments, energy
organisations and scientific institutions all over the world.
Employing more than 500 technology and data specialists located
in offices and operations centres across Europe, South East Asia,
North America and Australasia, Ocean Infinity owns and operates a
fleet of advanced robotic lean/uncrewed ships. As well as over 20
robotic ships currently in operation or in build it has a fleet of
subsea robots which it can deploy from the ships or on a
stand-alone basis to deliver a wide variety of outcomes for its
clients.
Blackdown are acting as sub-placing agent to Cavendish for the
purposes of the Strategic Investment.
Benefits of Strategic Investment
The maritime domain includes surface, near surface and sub-sea,
and for many countries cover huge areas, many of which are remote.
A new generation of technology-based solutions, such as SRT's
integrated maritime surveillance system, or Ocean Infinity's
sub-sea capabilities, delivers insight and intelligence to the
national authorities charged with managing and protecting their
marine domains and stakeholders. National authorities want maritime
domain awareness and need to achieve this as efficiently and
effectively as possible. The application of new technologies
provides a clear path to achieve this.
SRT has pioneered the development of the idea of a national
scale, fully integrated maritime system that harnesses multiple
data sources within a single system and applies analytics and other
technologies to deliver MDA to national agencies. This enables
agencies to efficiently and reliably detect events and direct field
assets efficiently and effectively. For each customer the process
of building up their national MDA system capability will be a
multi-decade long strategically driven initiative which will be
realised through a series of multiple accretive projects,
underpinned by the requirement for effective and efficient MDA.
Ocean Infinity and SRT share the vision that the intelligent
application of technology provides a solution to the global issue
of maritime domain awareness. They are both seeking to deliver
technologies that enable their customers to achieve MDA efficiently
and effectively. There is a clear opportunity to combine expertise
and technologies to accelerate the delivery of integrated surface
and sub-sea surveillance and insight, as well as enable more
automated patrols and responses.
5. USE OF PROCEEDS
The up to GBP10.0 million net proceeds raised via the
Fundraising is expected to fund working capital to strengthen the
Company's balance sheet and enable the growth of both the systems
and transceivers businesses.
6. DETAILS OF THE PLACING
6.1. Structure
At the 2023 AGM, certain resolutions were passed by Shareholders
which granted the Directors the authority to allot, on a
non-pre-emptive basis, Ordinary Shares up to an aggregate nominal
amount of GBP 19,226 (being approximately 10 per cent. of the
issued share capital of the Company as at the date of the 2023
AGM).
Given the level of interest in the Fundraising and the limit on
the Company's allotment authorities, the Placing will only
implemented if the new shareholder authorities being sought
pursuant to the Placing Resolutions are duly passed at the General
Meeting.
6.2. Placing
The Company has conditionally raised GBP3.0 million (before fees
and expenses) by way of a conditional, non-pre-emptive placing of
8,571,576 Placing Shares pursuant to the Placing Agreement at the
Issue Price. The Placing Shares will be issued and allotted subject
to the Placing Resolutions being duly passed at the General
Meeting.
The Placing is conditional, amongst other things, upon:
(a) completion of the First Subscription;
(b) the passing of the Placing Resolutions at the General Meeting;
(c) the Placing Agreement becoming unconditional in all respects
in connection with the Placing and not having been terminated in
accordance with its terms prior to Second Admission; and
(d) admission of the Placing Shares to trading on AIM becoming
effective by no later than 8.00 a.m. on 16 January 2024 (or such
later time and/or date as the Company and Cavendish may agree
(being no later than 8.00 a.m. on the Long Stop Date)).
If such conditions are not satisfied or, if capable of waiver,
waived, by the date(s) and time(s) referred to above, the Placing
will not proceed.
Alongside the Placing, the Company is making the Retail Offer
available to existing Shareholders pursuant to which it may raise a
further amount of up to approximately GBP0.5 million (before
expenses). The Issue Price of 35 pence per Retail Share is the same
price as the price at which the Placing Shares and the Subscription
Shares are being issued pursuant to the Placing and Subscription,
respectively.
Assuming take up of the Retail Offer in full, the maximum
aggregate number of New Ordinary Shares that may be issued pursuant
to the Fundraising is 30,000,147 New Ordinary Shares, representing
approximately 13.5 per cent. of the Enlarged Share Capital.
The Issue Price represents a discount of approximately 15.6 per
cent. to the Closing Price of 41.5 pence per Existing Ordinary
Share on the Latest Practicable Date.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, be
identical to and rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all distributions,
declared, paid or made in respect of the Ordinary Shares following
the relevant date of Admission . The First Subscription Shares are
not subject to clawback and are not part of the Second
Subscription, the Placing or the Retail Offer. No part of the
Fundraising is underwritten.
7. THE PLACING AGREEMENT
In connection with the Placing, the Company and Cavendish have
entered into the Placing Agreement pursuant to which Cavendish has
agreed, in accordance with its terms, to use reasonable endeavours
to procure, as agent for the Company, placees for the Placing
Shares at the Issue Price. The Placing is not being
underwritten.
The Placing Agreement is conditional, amongst other things upon,
the passing of the Placing Resolutions, the conditions in the
Placing Agreement being satisfied or (if capable of waiver) waived
and the Placing Agreement not having been terminated in accordance
with its terms prior to Second Admission, First Admission occurring
on or before 28 December 2023 (or such later date as the Company
and Cavendish may agree), and Second Admission occurring on or
before 16 January 2024 (or such later date as the Company and
Cavendish may agree).
The Placing Agreement contains certain customary warranties
given by the Company in favour of Cavendish concerning, amongst
other things, the accuracy of information given in this
announcement and the Circular to be published by the Company in
respect of the Placing, as well as other matters relating to the
Group and its business.
The Placing Agreement is terminable by Cavendish in certain
circumstances up until the time of each of First Admission and
Second Admission (as the case may be), including amongst other
things, should there be a breach of a warranty contained in the
Placing Agreement or a force majeure event takes place or a
material adverse change occurs to the business of the Company or
the Group. The Company has also agreed to indemnify Cavendish in a
customary form in respect of all losses, costs, charges and
expenses which Cavendish may suffer or incur as a result of,
occasioned by or attributable to the carrying out of its duties
under the Placing Agreement.
The Placing is not conditional on the Second Subscription or the
Retail Offer proceeding or on any minimum take-up under the Retail
Offer.
8. Details of the Subscription
The Company has conditionally raised approximately GBP7.0
(before expenses) through the issue, in aggregate, of 20,000,000
Subscription Shares at the Issue Price, pursuant to the
Subscription. Admission of the Subscription Shares will be split
between First Admission and Second Admission. 19,226,000
Subscription Shares will be issued under the First Subscription,
conditional only upon First Admission. The remaining 774,000
Subscription Shares will be issued under the Second Subscription,
conditional on the Placing Resolutions being duly passed at the
General Meeting and Second Admission.
The Subscription has not been underwritten and, pursuant to the
terms of the Subscription Agreement, is conditional, inter alia,
upon (in respect of First Subscription) First Admission occurring
by not later than 8.00 a.m. on 28 December 2023 (or such later time
and/or date as the Company and Cavendish may agree, not being later
than the Long Stop Date); and (in respect of Second Subscription)
Second Admission occurring by not later than 8.00 a.m. on 16
January 2024 (or such later time and/or date as the Company and
Cavendish may agree, not being later than the Long Stop Date).
If such conditions are not satisfied, First Subscription and /
or Second Subscription (as the case may be) will not proceed.
9. DETAILS OF THE RETAIL OFFER
Pursuant to the terms of the Retail Offer, the Company has made
the Retail Offer to Retail Investors only through Intermediaries
via the Bookbuild Platform.
Conditional on, amongst other things, the Placing Resolutions
being duly passed at the General Meeting and Second Admission, up
to 1,428,571 Retail Shares will be issued through the Retail Offer
at the Issue Price to raise proceeds of up to approximately GBP0.5
million (before expenses).
If the Retail Offer is taken up in full, the Retail Shares will
represent approximately 0.6 per cent. of the Enlarged Share
Capital. The Retail Shares, when issued and fully paid, will rank
pari passu in all respects with the Existing Ordinary Shares then
in issue.
A further announcement will be made by the Company today
regarding further details of the Retail Offer and how investors may
participate in the Fundraising.
10. APPLICATION FOR ADMISSION OF THE NEW ORDINARY SHARES
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. First
Admission is expected to take place, and dealings on AIM in the
First Subscription Shares are expected to commence, at 8.00 a.m. on
28 December 2023 (or such later time and/or date as may be agreed
between the Company and Cavendish, being no later than 8.00 a.m. on
the Long Stop Date). Subject, amongst other things, to the passing
of the Placing Resolutions, Second Admission is expected to take
place, and dealings on AIM in the Second Subscription Shares, the
Placing Shares and the Retail Shares are expected to commence, at
8.00 a.m. on 16 January 2024 (or such later time and/or date as may
be agreed between the Company and Cavendish, being no later than
8.00 a.m. on the Long Stop Date).
The New Ordinary Shares will, following Admission, rank pari
passu in all respects with the Existing Ordinary Shares in issue at
the relevant date of Admission and will carry the right to receive
all dividends and distributions declared, made or paid on or in
respect of the New Ordinary Shares after, in respect of the First
Subscription Shares, First Admission and, in respect of the Second
Subscription Shares, the Placing Shares and the Retail Shares,
Second Admission.
For those Shareholders who hold New Ordinary Shares in
uncertificated form, it is expected that on 16 January 2024 the
CREST account of Cavendish will be credited with New Ordinary
Shares subscribed for by investors in the Placing and the Retail
Offer. Cavendish will settle with investors from the Placing and
the Retail Offer within CREST by delivery versus payment (DVP).
For New Ordinary Shares to be held in certificated form (if
any), it is expected that certificates of title will be despatched
by 12 January 2024 in respect of First Admission and by 30 January
2024 in respect of Second Admission.
Pending despatch of the share certificates or the crediting of
CREST accounts, the Registrar will certify any instruments of
transfer against the register.
11. PRINCIPAL RISKS AND UNCERTAINTIES
The attention of Shareholders is drawn to the section of the
Company's annual report and accounts for the year ended 31 March
2023 headed "Principal Risks and Uncertainties".
12. RELATED PARTY TRANSACTION
Mr and Mrs Persey and their associates are a related party of
the Company for the purposes of the AIM Rules by virtue of their
status as a substantial Shareholder. Mr and Mrs Persey and
associates have subscribed for 1,071,428 New Ordinary Shares under
the Placing, representing 0.48 per cent. of the Enlarged Share
Capital. The Directors, being independent Directors for this
purpose, consider, having consulted with the Company's Nominated
Adviser, Cavendish, that the terms of Mr and Mrs Persey's and their
associates' participation in the Placing is fair and reasonable
insofar as Shareholders are concerned.
13. GENERAL MEETING
The General Meeting, notice of which will be set out in the
Circular, will be held at the offices of CMS Cameron McKenna
Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London, EC4N
6AF at 10:00 a.m. on 15 January 2024. The General Meeting is being
held for the purpose of considering and, if thought fit, passing
the Placing Resolutions which are required to implement the
Placing, the Second Subscription and the Retail Offer, together
with certain other resolutions. A summary and explanation of the
Resolutions will be set out in the Circular.
14. RECOMMATION
The Directors consider the Fundraising and the Resolutions to be
proposed at the General Meeting to be in the best interests of the
Company and the Shareholders as a whole. Consequently, the
Directors unanimously recommend that you vote in favour of the
Resolutions to be proposed at the General Meeting, as they intend
to do in respect of the 18,566,999 Ordinary Shares held, directly
or indirectly, by them representing approximately 9.64 per cent. of
the Existing Ordinary Shares.
The Fundraising (other than the First Subscription) is
conditional, inter alia, upon the passing of the Placing
Resolutions at the General Meeting. Shareholders should be aware
that if the Placing Resolutions are not approved at the General
Meeting, the Second Subscription, the Placing and the Retail Offer
will not proceed.
APPIX I - EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Fundraising 07:00 a.m. 21 Dec
2023
Retail Offer opens 07:05 a.m. 21 Dec
2023
Publication and posting of the Circular and 22 Dec 2023
the Form of Proxy
First Admission and commencement of dealings 08:00 a.m. 28 Dec
in the First Subscription Shares on AIM, and 2023
First Settlement Date
Retail Offer Closes 08:00 a.m. 28 Dec
2023
Latest time and date for receipt of Forms 10:00 a.m. 11 Jan
of Proxy or electronic proxy appointments 2024
for use at the General Meeting
General Meeting 10:00 a.m. 15 Jan
2024
Announcement of the results of the General 15 Jan 2024
Meeting
Second Admission and commencement of dealings 08:00 a.m. 16 Jan
in the Second Subscription Shares, the Placing 2024
Shares and the Retail Shares on AIM, and Second
Settlement Date
Placing Shares and Retail Shares in uncertificated 16 Jan 2024
form expected to be credited to accounts in
CREST (uncertificated holders only)
Expected date of despatch of definitive share Within 10 business
certificates for the New Ordinary Shares in days of First and
certificated form (certificated holders only) Second Admission respectively
Long Stop Date 29 February 2024
Notes:
1. Each of the dates and times set out in the above timetable
and mentioned in this Announcement is subject to change at the
absolute discretion of the Company (with the agreement of
Cavendish), in which event details of the new times and dates will
be notified to the London Stock Exchange and the Company will make
an appropriate announcement to a Regulatory Information
Service.
2. All events listed in the above timetable following the
General Meeting are conditional on, inter alia, the passing of the
Placing Resolutions at the General Meeting.
3. All of the above times refer to London time.
APPIX II - KEY STATISTICS
Number of Existing Ordinary Shares 192,633,939
Issue Price per New Ordinary Share 35 pence
Discount to Closing Price on the Latest Practicable
Date 15.6%
Subscription
Number of First Subscription Shares to be issued 19,226,000
Percentage of Enlarged Share Capital represented
by First Subscription Shares* 8.6%
Gross proceeds of the First Subscription approximately GBP6.7
million
Number of Second Subscription Shares to be issued 774,000
Percentage of Enlarged Share Capital represented
by Second Subscription Shares* 0.3%
Gross proceeds of the Second Subscription* approxmately GBP0.3
million
Placing
Number of Placing Shares to be issued 8,571,576
Percentage of Enlarged Share Capital represented
by Placing Shares 3.9%
Gross proceeds of the Placing approximately GBP3.0
million
Retail Offer
Number of Retail Shares to be issued up to 1,428,571
Percentage of Enlarged Share Capital represented up to approximately
by Retail Shares* 0.6%
Gross proceeds of the Retail Offer* up to GBP0.5 million
Fundraising
Enlarged Share Capital immediately following 222,634,086 Ordinary
Second Admission* Shares
Estimated Net Proceeds of the Fundraising* up to approximately
GBP10.0 million
Ordinary Share ISIN GB00B0M8KM36
SEDOL B0M8KM3
Notes:
*Assuming full up take of the Retail Offer
APPIX III - DEFINITIONS
The following definitions apply throughout this announcement,
unless the context otherwise requires:
"2023 AGM" the annual general meeting of the Company
held on 19 September 2023
"Act" the Companies Act 2006 (as amended)
"Admission" together, First Admission and Second Admission
or, individually, First Admission or Second
Admission (as the context requires)
"AIM" a market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by
the London Stock Exchange from time to time
"Announcement" this announcement (including the appendices)
"Blackdown" or "Blackdown Blackdown Partners Limited, 52 Grosvenor
Partners" Gardens, London, SW1W 0AU, Advisor to Ocean
Infinity
"Bookbuild" or "Bookbuild the online platform through which the Retail
Platform" Offer is being conducted
"Cavendish" Cavendish Capital Markets Limited, nominated
adviser, broker and bookrunner to the Company
"certificated" or the description of an Ordinary Share or other
"in certificated security which is not in uncertificated form
form" (that is not in CREST)
"Circular" the circular to be published by the Company
in relation to the Fundraising and incorporating
the Notice of General Meeting
"Closing Price" the closing middle market quotation of an
Existing Ordinary Share as derived from the
Daily Official List of the London Stock Exchange
"Company" SRT Marine System plc (company number: 05459678)
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the Operator (as defined in the CREST
Regulations)
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) (as amended)
"Directors" or "Board" the board of directors of the Company
"Enlarged Share Capital" the issued share capital of the Company immediately
following Second Admission, comprising the
Existing Ordinary Shares and the New Ordinary
Shares
"Estimated Expenses" the estimated expenses incurred in connection
with the Fundraising, being approximately
GBP0.5 million
"EU" the European Union
"Euroclear" Euroclear UK & International Limited, the
operator of CREST
"Existing Ordinary the 192,633,939 Ordinary Shares in issue
Shares" at the date of this announcement, all of
which are admitted to trading on AIM and
being the entire issued ordinary share capital
of the Company prior to the Fundraising
"FCA" the UK's Financial Conduct Authority
"First Admission" the admission to trading on AIM of the First
Subscription Shares becoming effective in
accordance with Rule 6 of the AIM Rules for
Companies and references to First Admission
becoming "effective" shall be construed accordingly
"First Subscription the 19,226,000 New Ordinary Shares which
Shares" are to be conditionally subscribed for cash
by the Strategic Investor pursuant to the
Subscription and in accordance with the terms
of the Subscription Agreement
"Form of Proxy" the form of proxy that will accompany the
Circular for use by Shareholders in connection
with the General Meeting
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"Fundraising" together the Subscription, the Placing and
the Retail Offer
"General Meeting" the general meeting of the Company to be
convened for 10:00 a.m. on 15 January 2024
at the offices of CMS Cameron McKenna Nabarro
Olswang LLP, Cannon Place, 78 Cannon Street,
London, EC4N 6AF to approve the Resolutions,
or any adjournment thereof, notice of which
will be set out at the end of the Circular
"Group" the Company and its subsidiaries
"Intermediaries" any financial intermediary that is appointed
in connection with the Retail Offer and "Intermediary"
shall mean any one of them
"ISIN" International Securities Identification Number
"Issue Price" 35 pence per New Ordinary Share
"Latest Practicable 20 December 2023, being the latest practicable
Date" date prior to the announcement of the Fundraising
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 29 February 2024
"Net Proceeds" up to approximately GBP10.0 million, being
the proceeds from the issue of the New Ordinary
Shares, after the deduction of the Estimated
Expenses
"New Ordinary Shares" the new Ordinary Shares to be issued pursuant
to the Subscription, the Placing and the
Retail Offer
"Notice of General the notice of the General Meeting to be set
Meeting" out at the end of the Circular
"Ocean Infinity" Ocean Infinity Group Limited
"Ordinary Shares" ordinary shares of 0.1 pence each in the
capital of the Company
"Placing" the proposed conditional placing of the Placing
Shares by Cavendish, as agent for the Company,
at the Issue Price on the terms and conditions
set out in the Placing Agreement
"Placing Agreement" the agreement between the Company and Cavendish
dated 21 December 2023 in connection with
the Placing
"Placing Resolutions" the Resolutions numbered 1 and 2 to be proposed
at the General Meeting, the full text of
which is set out in the Notice of General
Meeting
"Placing Shares" the 8,571,576 New Ordinary Shares to be allotted
credited fully paid pursuant to the Placing
"Prospectus Regulation" EU Regulation 2017/1129 (which forms part
of UK domestic law pursuant to the European
Union (Withdrawal) Act 2018) on the requirements
for a prospectus to be published when securities
are offered to the public or admitted to
trading
"Prospectus Regulation the prospectus regulation rules published
Rules" by the FCA pursuant to section 73A of FSMA
"Registrar" Computershare Investor Services PLC
"Regulatory Information a regulatory information service as defined
Service" or "RIS" by the AIM Rules for Companies
"Resolutions" the resolutions to be proposed at the General
Meeting, as set out in the Notice of General
Meeting in the Circular, and a reference
to "Resolution" followed by a number is to
the resolution so numbered in the Notice
of General Meeting
"Retail Investors" eligible investors in the Retail Offer
"Retail Offer" the offer of New Ordinary Shares to be subscribed
for by Retail Investors via the Bookbuild
Platform at the Issue Price and admitted
to trading as part of Second Admission, subject
to and conditional upon the Placing Resolutions
being passed at the General Meeting
"Retail Shares" up to 1,428,571 New Ordinary Shares to be
issued pursuant to the Retail Offer subject
to, inter alia, the passing of the Placing
Resolutions at the General Meeting
"Second Admission" the admission to trading on AIM of the Second
Subscription Shares, the Placing Shares and
the Retail Shares becoming effective in accordance
with Rule 6 of the AIM Rules for Companies
and references to Second Admission becoming
"effective" shall be construed accordingly
"Second Subscription up to 774,000 New Ordinary Shares which are
Shares" to be conditionally subscribed for cash by
the Strategic Investor pursuant to the Subscription
and in accordance with the terms of the Subscription
Agreement
"Securities Act" the United States Securities Act of 1933,
as amended
"SEDOL" Stock Exchange Daily Official List
"Shareholders" holders of Ordinary Shares from time to time,
each individually a "Shareholder"
"Strategic Investor" Ocean Infinity and its investment of approximately
or "Strategic Investment" GBP7.0 million in aggregate in the Company
via the Subscription
"Subscription" the subscription for 20,000,000 New Ordinary
Shares at the Issue Price by the Strategic
Investor under the terms of the Subscription
Agreement, comprising the subscription for
the First Subscription Shares and the Second
Subscription Shares
"Subscription Agreement" the agreement dated 21 December 2023 between
the Company and the Strategic Investor in
connection with the Subscription
"UK" United Kingdom
"United States" United States of America, its territories
and possessions, any State of the United
States, and the District of Columbia.
All references in this announcement to "GBP", "pence", "p" or
"pounds sterling" are to the lawful currency of the UK.
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END
IOEBIBDDLBDDGXG
(END) Dow Jones Newswires
December 21, 2023 02:00 ET (07:00 GMT)
Srt Marine Systems (LSE:SRT)
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Srt Marine Systems (LSE:SRT)
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