TIDMGELN
RNS Number : 9326S
Gelion PLC
09 November 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.
THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE UK RETAIL OFFER AS A FINANCIAL
PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY,
THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005, AS AMED (WHICH INCLUDES AN EXISTING MEMBER OF GELION
PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE
ENGAGED IN ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR
INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART
OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF
AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF GELION
PLC.
9 November 2023
GELION PLC
("Gelion" or the "Company" or the "Group")
UK Retail Offer
The Board of Gelion plc (the "Company") is pleased to announce a
retail offer via Bookbuild (the "UK Retail Offer") of new ordinary
shares ("Ordinary Shares") of 0.1p each in the capital of the
Company (the "UK Retail Offer Shares") at an issue price of 24
pence per new Ordinary Share (the "Issue Price").
In addition to the UK Retail Offer and as announced earlier
today, the Company has conditionally raised c.GBP4.0 million at the
Issue Price through a placing and subscription (the "Placing", the
"Subscription", and together with the UK Retail Offer and the
Australian Retail Offer, the "Fundraising"). A separate
announcement has been made regarding the Placing and Subscription
and their respective terms, as well as the Australian Retail Offer,
and sets out the reasons for the Fundraising and use of
proceeds.
The Issue Price represents a discount of approximately 3 per
cent to the closing share price of 24.75p per existing Ordinary
Share on 8 November 2023.
The UK Retail Offer is conditional on the passing of the
resolutions at the General Meeting of the Company to be held at
10.00 a.m. on 27 November 2023 at the offices of Cavendish at 1
Bartholomew Close, London EC1A 7BL, and the UK Retail Offer Shares
being admitted to trading on the AIM market ("AIM") operated by the
London Stock Exchange ("Admission"). Admission of the UK Retail
Offer Shares is expected to take place at 8.00 a.m. on 29 November
2023. Completion of the UK Retail Offer is conditional, inter alia,
upon the completion of the Placing.
For the avoidance of doubt, the UK Retail Offer is not part of
the Placing, the Subscription or the Australian Retail Offer.
Capitalised terms used in this announcement and not separately
defined shall have the same meanings as defined in the Company's
announcement released earlier today.
Expected Timetable in relation to the UK Retail Offer
UK Retail Offer opens 09/11/2023, 08:00
Latest time and date for commitments under 22/11/2023, 16:30
the UK Retail Offer
-----------------
Results of the UK Retail Offer announced 22/11/2023
-----------------
Admission and dealings in UK Retail Offer 29/11/2023
Shares commence
-----------------
Any changes to the expected timetable set out above will be
notified by the Company through a Regulatory Information Service.
References to times are to London times unless otherwise
stated.
Dealing Codes
Ticker GELN
ISIN for the Ordinary Shares GB00BNBQZD59
------------
SEDOL for the Ordinary Shares BNBQZD5
------------
UK Retail Offer
The Company values its retail shareholder base, which has
supported the Company alongside institutional investors since IPO
in November 2021. Given the support of retail shareholders, the
Company believes that it is appropriate to provide its retail
shareholders in the United Kingdom the opportunity to participate
in the UK Retail Offer. The Company is therefore making the UK
Retail Offer available in the United Kingdom through the financial
intermediaries which will be listed, subject to certain access
restrictions, on the following website:
https://www.bookbuild.live/deals/6D70PQ/authorised-intermediaries
Cavendish Capital Markets Limited will be acting as UK Retail
Offer coordinator in relation to this UK Retail Offer (the "UK
Retail Offer Coordinator").
Existing retail shareholders can contact their broker or wealth
manager ("Intermediary") to participate in the UK Retail Offer. In
order to participate in the UK Retail Offer, each intermediary must
be on-boarded onto the Bookbuild platform and agree to the final
terms and the UK Retail Offer terms and conditions, which regulate,
inter alia, the conduct of the UK Retail Offer on market standard
terms and provide for the payment of commission to any intermediary
that elects to receive a commission and/or fee (to the extent
permitted by the FCA Handbook Rules) from the UK Retail Offer
Coordinator (on behalf of the Company).
Any expenses incurred by any intermediary are for its own
account. Investors should con rm separately with any intermediary
whether there are any commissions, fees or expenses that will be
applied by such intermediary in connection with any application
made through that intermediary pursuant to the UK Retail Offer.
The UK Retail Offer will be open to eligible investors in the
United Kingdom at 8:00am on 9 November 2023. The UK Retail Offer is
expected to close at 4:30pm on 22 November 2023. Investors should
note that financial intermediaries may have earlier closing times.
The UK Retail Offer may close early if it is oversubscribed.
If any intermediary has any questions about how to participate
in the UK Retail Offer on behalf of existing retail shareholders,
please contact the UK Retail Offer Coordinator on +44 (0) 20 7220
0500 or Bookbuild at email: support@bookbuild.live.
The UK Retail Offer the subject of this announcement is and
will, at all times, only be made to, directed at and may only be
acted upon by those persons who are, shareholders in the Company.
To be eligible to participate in the UK Retail Offer, applicants
must meet the following criteria before they can submit an order
for UK Retail Offer Shares: (i) be a customer of one of the
participating intermediaries listed on the above website; (ii) be
resident in the United Kingdom and (iii) be a shareholder in the
Company (which may include individuals aged 18 years or over,
companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations and includes
persons who hold their shares in the Company directly or indirectly
through a participating intermediary). For the avoidance of doubt,
persons who only hold CFDs, Spreadbets and/or similar derivative
instruments in relation to Ordinary Shares are not eligible to
participate in the UK Retail Offer.
The Company reserves the right to scale back any order at its
discretion. The Company reserves the right to reject any
application for subscription under the UK Retail Offer without
giving any reason for such rejection.
It is vital to note that once an application for UK Retail Offer
Shares has been made and accepted via an intermediary, it cannot be
withdrawn.
The New Ordinary Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with existing
Ordinary Shares including the right to receive all dividends and
other distributions declared, made or paid after their date of
issue.
The UK Retail Offer is an offer to subscribe for transferable
securities, the terms of which ensure that the Company is exempt
from the requirement to issue a prospectus under Regulation (EU)
2017/1129 as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018. It is a term of the UK Retail Offer
that the aggregate total consideration payable for the UK Retail
Offer Shares will not exceed GBP300,000.00 (or the equivalent in
Euros). The exemption from the requirement to publish a prospectus,
set out in section 86(1)(e) of the Financial Services and Markets
Act 2000 (as amended), will apply to the UK Retail Offer.
The UK Retail Offer is not being made into any jurisdiction
other than the United Kingdom or to US Persons (as defined in
Regulation S of the US Securities Act 1933, as amended).
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the Financial
Conduct Authority (or any other authority) in relation to the UK
Retail Offer, and investors' commitments will be made solely on the
basis of the information contained in this announcement and
information that has been published by or on behalf of the Company
prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules and
the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as
it forms part of United Kingdom law by virtue of the European Union
(Withdrawal) Act 2018 (as amended).
There is a minimum subscription of GBP100.00 per investor under
the terms of the UK Retail Offer which is open to investors in the
United Kingdom subscribing via the intermediaries which will be
listed, subject to certain access restrictions, on the following
website
https://www.bookbuild.live/deals/6D70PQ/authorised-intermediaries
There is no maximum application amount to apply in the UK Retail
Offer. The terms and conditions on which investors subscribe will
be provided by the relevant financial intermediaries including
relevant commission or fee charges.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for UK Retail Offer
Shares and investment in the Company carries a number of risks.
Investors should take independent advice from a person experienced
in advising on investment in securities such as the UK Retail Offer
Shares if they are in any doubt.
For further information, please contact:
Gelion plc via Alma PR
John Wood, CEO
Amit Gupta, CFO
Thomas Maschmeyer, Founder and Principal Technology
Advisor
Cavendish Capital Markets Limited (Nominated
Adviser and Broker) +44 207 220 0500
Corporate Finance
Neil McDonald
Seamus Fricker
Fergus Sullivan
ECM
Barney Hayward
Alma (Financial PR Adviser) +44 20 3405 0205
Justine James gelion@almastrategic.co.uk
Hannah Campbell
Will Ellis Hancock
Further information on the Company can be found on its website
at: https://gelion.com/.
The Company's LEI is 2138008NC7YL3MCUDR84.
This announcement should be read in its entirety. In particular,
the information in the "Important Notices" section of the
announcement should be read and understood.
Important Notices
The UK Retail Offer is only open to investors in the United
Kingdom who fall within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended
(which includes an existing member 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 UK 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
bene t of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public o ering of the UK
Retail Offer Shares is being made in the United States. The UK
Retail Offer Shares are being o ered and sold outside the United
States in "o shore transactions", as de ned 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 UK 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.
Cavendish Capital Markets Limited is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively 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 UK Retail Offer 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 UK 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. Each of the Company and Cavendish Capital Markets
Limited disclaims 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 Cavendish
Capital Markets Limited or any of its respective 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. Each of the Cavendish Capital Markets Limited
affiliates, accordingly disclaims all and any liability whether
arising in tort, contract or otherwise which it 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 UK Retail Offer Shares
to be issued or sold pursuant to the UK Retail Offer will not be
admitted to trading on any stock exchange other than the London
Stock Exchange.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR 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 MiFIR Product Governance Requirements)
may otherwise have with respect thereto, the UK Retail Offer Shares
have been subject to a product approval process, which has
determined that the UK Retail Offer Shares are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for
distribution through all permitted distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the UK
Retail Offer Shares may decline and investors could lose all or
part of their investment; the UK Retail Offer Shares offer no
guaranteed income and no capital protection; and an investment in
the UK Retail Offer 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 any
contractual, legal or regulatory selling restrictions in relation
to the UK Retail Offer.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapters 9A or 10A respectively of COBS; 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 UK Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the UK
Retail Offer Shares and determining appropriate distribution
channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the UK Retail Offer Shares have been subject to a product approval
process, which has determined that the UK Retail Offer Shares are:
(i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "EU Target Market Assessment").
Notwithstanding the EU Target Market Assessment, distributors
should note that: the price of the UK Retail Offer Shares may
decline and investors could lose all or part of their investment;
the UK Retail Offer Shares offer no guaranteed income and no
capital protection; and an investment in the UK Retail Offer 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 EU Target Market Assessment is without prejudice to
the requirements of any contractual, legal or regulatory selling
restrictions in relation to the UK Retail Offer.
For the avoidance of doubt, the EU Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; 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 UK Retail Offer
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the UK Retail Offer Shares
and determining appropriate distribution channels.
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