Result of Placing
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR NEW ZEALAND OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF INFRASTRATA PLC OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR"). WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
("InfraStrata" or the "Company")
Result of Placing
InfraStrata, (AIM: INFA), the AIM quoted company focused on strategic infrastructure projects, announces that, further to its announcement at 7.00 a.m. today, it has successfully completed the Bookbuild which is now closed.
The conditional Placing has raised £6.0 million (before expenses) through the placing of 1,999,999,950 new Ordinary Shares with certain existing and new institutional investors at an issue price of 0.3 pence per share
The Placing is conditional upon, inter alia, approval by Shareholders at the General Meeting, the Acquisition Agreement becoming unconditional in all respects (save in respect of any inter-conditionality with the Placing Agreement) and Admission.
It is expected that the Placing Shares will be admitted to trading on AIM at 8.00 a.m. on or around 2 December 2019 (or such later date as may be agreed between the Company and Arden and as may be required to satisfy the conditions of the Acquisition, but no later than 7 January 2020).
John Wood, CEO of InfraStrata, said:
"We are very pleased with the result of the placing bookbuild as this will provides us with the necessary capital to complete the acquisition of the Harland and Wolff assets. We wish to welcome our new institutional investors into the Company in what is going to be a very exciting period for the growth and development of the overall business. Equally, we wish to thank our existing shareholders for their on-going support. Subject to shareholder approval at the upcoming General Meeting and upon admission of the new shares on AIM, the Company will have an excellent mix of institutional and retail investors, which we expect will provide long run share price stability and liquidity respectively. The fact that key institutions have sought to make their investment in the Company is a vote of confidence for our future growth plans and overall business strategy that focuses on completing the Islandmagee project and asset development, construction and operations management and asset life-cycle management."
"The Company remains on track to complete its debt capital raise to complement this equity raise. Debt capital will take the form of asset backed finance and working capital trade finance, both of which we expect to come to fruition soon after completion of the acquisition."
"The Company is now on the cusp of a transformational change. Along with the cost savings that will accrue to the Islandmagee gas storage project, this multi-purpose fabrication facility in the heart of Belfast is expected to provide multiple revenue streams. Upon completion of the acquisition, the Company will seek to enter into contracts as soon as possible with a view to kick-starting revenue generation, which will be a significant milestone in the Company's history. We are bullish about the acquisition as it provides immediate and near-term revenue generating opportunities as well as significantly increasing the value of the Company's balance sheet."
Arun Raman, Chief Finance Officer, has subscribed for 6,666,660 Placing Shares. Upon Admission, Arun Raman will be interested in 8,621,057 Ordinary Shares, which will represent 0.245% of the then issued share capital of the Company.
The Company currently has limited authority to issue new Ordinary Shares for cash on a non-pre-emptive basis. Accordingly, the Placing is conditional, inter alia, on the approval by shareholders of resolutions to provide authority to the Directors to issue and allot further new Ordinary Shares on a non-pre-emptive basis at a general meeting to be convened by the Company. A Circular explaining the background to and reasons for the Acquisition and the Placing and containing the Notice of General Meeting is expected to be posted to Shareholders tomorrow. A copy of the Circular and Notice of General Meeting will thereafter be made available on the Company's website: www.infrastrataplc.com.
The further terms and conditions of the Placing are set out in the Company's announcement at 7.00 a.m. today.
Application will be made to the London Stock Exchange for the 1,999,999,950 new Ordinary Shares the subject of the Placing to be admitted to trading on AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement, it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM at 8.00 a.m. on or around 2 December 2019 (or such later time and/or date as the Company and Arden may agree, being not later than 7 January 2020).
Total Voting Rights
On Admission the Company's total issued share capital will consist of 3,518,330,245 Ordinary Shares, with one voting right per share. The Company does not hold any shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company will be 3,518,330,245 on Admission and this figure may be used by Shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the share capital of Company under the Disclosure Guidance and Transparency Rules sourcebook of the FCA.
Each of the times and dates above refer to London time and are subject to change by the Company and Arden. Any such change will be notified to Shareholders by an announcement on a Regulatory Information Service. The Circular will contain further details of the expected timetable for the Placing, General Meeting and Admission.
Capitalised terms in this Announcement shall have the meanings given to such terms in the Company's announcement of 07:00 a.m. today.
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 (Bookrunner & Joint Broker)
+44 (0)20 7614 5900
Paul Shackleton / Dan Gee-Summons
Newgate Communications (PR)
+44 (0)20 3757 6880
Elisabeth Cowell / Ian Silvera
InfraStrata is an AIM quoted company focused on strategic infrastructure projects. Further information is available on the Company's website: www.infrastrataplc.com
This Announcement has been issued by, and is the sole responsibility, of the Company. 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 Allenby Capital or Arden or by any of their respective affiliates or agents 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 therefore is expressly disclaimed.
This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the Placing Shares and Offer Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended 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 South Africa, Japan or New Zealand 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 South Africa, Japan or New Zealand.
The distribution or transmission of this Announcement and the offering of the Placing Shares in certain jurisdictions other than the UK may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. In particular, this announcement may not be distributed, directly or indirectly, in or into the United States, Canada, the Republic of South Africa, Australia, Japan or New Zealand. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this document to a jurisdiction outside the UK should seek appropriate advice before taking any action.
Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser to the Company for the purposes of the AIM Rules for Companies in connection with the Placing and, as nominated adviser, its responsibilities are owed solely to the London Stock Exchange and are not owed to the Company and the Directors or to any other person or entity. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Allenby Capital is not making any representation or warranty, express or implied, as to the contents of this Announcement. Allenby Capital has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
Arden Partners, which is authorised and regulated by the FCA in the United Kingdom, is acting as Bookrunner and Sole Broker to the Company in connection with the Placing. Arden Partners will not be responsible to any person other than the Company for providing the protections afforded to clients of Arden Partners or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Arden Partners is not making any representation or warranty, express or implied, as to the contents of this Announcement. Arden Partners has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Arden Partners for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
The Placing Shares will not be admitted to trading on any stock exchange other than AIM.
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.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
Details of the person discharging managerial responsibilities / person closely associated
Reason for the notification
Initial notification /Amendment
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
Description of the financial instrument, type of instrument
Ordinary shares of 0.01p
Nature of the transaction
Participation in placing
Price(s) and volume(s)
- Aggregated volume
Date of the transaction
11 November 2019
Place of the transaction
Outside of a trading venue - participation in placing
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