Fundraise of up to £1m via an Offer & PrimaryBid
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA AND AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN INFRASTRATA PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
("InfraStrata" or the "Company")
Fundraise of up to £1 million by way of an Offer to Qualifying Participants and a PrimaryBid Offer
InfraStrata (AIM: INFA), the AIM quoted company focused on strategic infrastructure projects, is pleased to provide details of an offer of new ordinary shares of 0.1p each in the Company ("Ordinary Shares") to shareholders that are Qualifying Participants (as defined below) (the "Offer") and an offer of Ordinary Shares on the PrimaryBid platform (the "PrimaryBid Offer") to raise collectively gross proceeds of up to £1 million (the "Fundraise"). Further details of the Offer are set out below and a separate announcement will be made shortly regarding the PrimaryBid Offer.
As announced on 11 November 2019, InfraStrata and its wholly owned subsidiary, Harland and Wolff Belfast, entered into an acquisition agreement pursuant to which it has agreed to acquire the principal assets of Harland & Wolff (the "Acquisition"). The Company also announced on 11 November 2019 that it has conditionally raised £6 million before expenses through a placing (the "Placing") of 1,999,999,950 new Ordinary Shares at 0.3 pence per Ordinary Share (the "Issue Price").
The Company currently has limited authority to issue new Ordinary Shares for cash on a non-pre-emptive basis. Accordingly, a General Meeting has been convened for 11.00 a.m. on 29 November 2019 to propose resolutions to enable, inter alia, completion of the proposed Placing and the issue and allotment of new Ordinary Shares pursuant to the Fundraise (the "Fundraise Shares"). Completion of the proposed Placing is also subject to, inter alia, satisfaction of the conditions of the Acquisition.
The Board considers it important to allow existing Shareholders to participate on the same terms as investors who participated under the Placing and to that end, the Board is providing Shareholders on the register of members at 6.00 p.m. on 18 November 2019 and who are not resident in certain restricted jurisdictions ("Qualifying Participants") with the opportunity to subscribe for Fundraise Shares at the Issue Price via the Offer.
The aggregate gross proceeds of the Fundraise are limited to £1 million but may be increased, at the Board's sole discretion, to up to £2 million. The net proceeds of the Fundraise will provide the Company with additional working capital. The Fundraise is not being underwritten.
The Fundraise is conditional on the passing of resolutions at the General Meeting to authorise the issue of the Fundraise Shares, on completion of the Placing and on admission of the Fundraise Shares to trading on AIM becoming effective (together, the "Conditions").
The Company will make an announcement in due course once the total number of Fundraise Shares subscribed for is known. Application will be made for such Fundraise Shares to be admitted to trading on AIM which is expected to occur at 8.00 a.m. on 11 December 2019 or at such later date as the board may determine up to 7 January 2020, conditional on satisfaction of the Conditions.
Information about the Fundraise and terms of the Offer will be set out in a document being posted to Shareholders later today (the "Circular"). The Circular will also be made available on the Company's website later today at https://www.infrastrataplc.com/.
In order to participate in the Offer by applying for Fundraise Shares, Qualifying Participants should complete the Application Form in accordance with the instructions set out in the Circular and Application Form.
Number of Ordinary Shares in issue as at the date of this document
Maximum number of Fundraise Shares being offered pursuant
Enlarged Issued Share Capital
Number of Fundraise Shares as a percentage of the Enlarged
Gross proceeds from the Fundraise
Estimated proceeds from the Fundraise, net of expenses
(1) Assuming the Fundraise Maximum of £1 million is taken up.
(2) Subject to the right of the Company to increase the size of the Fundraise Maximum to gross proceeds of £2 million
The Company's SEDOL code is B28YMP6 and ISIN code is GB00B28YMP66.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Offer Record Date
6.00 p.m. on 18 November 2019
Announcement of the Fundraise and publication of this document
20 November 2019
Target completion date of Placing
2 December 2019
Target completion date of Acquisition
5 December 2019
Latest time and date for receipt of completed Application Forms and payment in full under the Offer
1.00 p.m. on 4 December 2019
Announcement of the result of the Fundraise
6 December 2019
Admission of the Fundraise Shares to AIM*
11 December 2019
CREST accounts expected to be credited for the
11 December 2019
Expected date for posting of share certificates for the Fundraise Shares in certificated form
27 December 2019
Long Stop Date (for completion of the Fundraise, Placing and Acquisition)
7 January 2020
* Admission is subject, inter alia, to satisfaction of the conditions of the Acquisition as set out in paragraph 3 of Part I of the Circular and completion of the Placing, the terms of which are set out in paragraph 5 of Part I of the Circular.
Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.
References to time are to UK time.
For further information please contact:
c/o Newgate Communications
John Wood Chief Executive & Interim Chairman
+44 (0)20 3735 8825
Allenby Capital Limited (AIM Nominated Adviser & Joint Broker)
+44 (0)20 3328 5656
Jeremy Porter / Liz Kirchner
Arden Partners plc (Joint Broker)
+44 (0)20 7614 5900
Paul Shackleton / Dan Gee-Summons
Newgate Communications (PR)
+44 (0)20 3757 6880
Elisabeth Cowell / Ian Silvera
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.