Pursuant to the announcement released this morning at 7.00 a.m. (the “Placing Announcement”), Surface Transforms plc (LON:SCE) have announced that Cantor Fitzgerald Europe and finnCap Ltd, on behalf of the Company, have successfully placed 17,419,500 new Ordinary Shares in the Company (“Ordinary Shares”) (the “Placing Shares”) at a price of 15.5 pence per share (the “Issue Price”), representing a discount of approximately 0.8 per cent. to the price of 15.625 pence per existing Ordinary Share, being the Closing Price on 5 July 2017, with new and existing institutional investors, raising gross proceeds, together with the Subscription, of approximately £3 million.
Cantor Fitzgerald is acting as Nominated Adviser and Joint Broker and finnCap is acting as Joint Broker in connection with the Placing.
All of the directors of the Company who indicated they intend to subscribe for New Ordinary Shares have now confirmed their subscription for a total of 1,935,500 new Ordinary Shares on the same terms as the Placing (the “Subscription” and the “Subscription Shares”) raising gross proceeds of £300,000.
The issue and allotment of the Placing Shares and Subscription Shares would exceed the Company’s existing authorities and therefore Shareholder approval will be required. Accordingly, a Circular will be posted today to Qualifying Shareholders, setting out the terms of the Open Offer and Notice of General Meeting.
Related Party Transactions
Hargreave Hale Limited, as a substantial shareholder of the Company, is subscribing for 6,361,300 Placing Shares, which constitutes a related party transaction under the AIM Rules for Companies.
Unicorn Asset Management Limited, as a substantial shareholder of the Company, is subscribing for 5,912,000 Placing Shares, which constitutes a related party transaction under the AIM Rules for Companies.
David Bundred, Richard Gledhill and Kevin D’Silva, all of whom are Directors, have confirmed they are subscribing for in aggregate 1,935,500 Subscription Shares pursuant to the Subscription (the “Directors’ Participation”) which constitutes a related party transaction under the AIM Rules for Companies.
Accordingly, only Kevin Johnson is considered to be an independent director of the Company for the purposes of AIM Rule 13. Having consulted with the Company’s nominated adviser, Kevin Johnson considers that the terms of the Directors’ Participation as well as the participation by Hargreave Hale Limited and Unicorn Asset Management Limited are fair and reasonable insofar as Shareholders are concerned.
The Directors’ interests as at today and following completion of the Subscription and the Placing are as follows:
|
Director |
Existing beneficial interest in Ordinary Shares
|
% |
Subscription Shares subscribed for
|
Interest in Ordinary Shares after Placing Admission |
% |
Open Offer Shares to be applied for |
Beneficial Interest in Ordinary Shares after Open Offer Admission3 |
% |
|
David Bundred |
733,341 |
0.8 |
161,300 |
894,641 |
0.8 |
– |
894,641 |
0.8 |
|
Kevin Johnson |
124,000 |
0.1 |
0 |
124,000 |
0.1 |
– |
124,000 |
0.1 |
|
Richard Gledhill1 |
11,818,853 |
13.1 |
1,612,900 |
13,431,753 |
11.9 |
– |
13,431,753 |
11.9 |
|
Kevin D’Silva2 |
970,818 |
1.1
|
161,300 |
1,132,118 |
1.0
|
– |
1,132,118 |
1.0
|
1 Held as to 322,580 Ordinary Shares through his investment vehicle Group-14 LTD
2 Held in his SIPPs.
3 Assuming Open Offer applications in total for the full number of Open Offer Shares available
Pursuant to the Placing and Subscription, application will be made for 19,355,000 New Ordinary Shares to be admitted to trading on AIM. Subject to the Placing Agreement not having been terminated in accordance with its terms, it is anticipated that admission of the Placing Shares and Subscription Shares will occur at 8.00 a.m. on 26 July 2017. The Placing Shares and the Subscription Shares will be credited as fully paid and rank pari passu with the Existing Ordinary Shares. Any Open Offer Shares subscribed for under the Open Offer are also expected to be admitted to trading on AIM on 26 July 2017 in accordance with the timetable set out in the Placing Announcement.
Offer and posting of Circular
Further to the Placing Announcement, the Company is pleased to announce that it will today post a Circular to Qualifying Shareholders regarding the Open Offer to raise up to approximately £0.5 million gross of expenses. The Circular will also be made available on the Company’s website later today at www.surfacetransforms.com.
Details of the Open Offer are set out in the Circular.
Other than where defined, capitalised terms used in this announcement have the meanings given to them in the Placing Announcement.
