TIDMGELN
RNS Number : 3952U
Gelion PLC
23 November 2023
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, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. PLEASE SEE
IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
23 November 2023
Gelion Plc
("Gelion" or the "Company")
Result of Retail Offer
and
Total Voting Rights
The Board of Gelion announces that the UK Retail Offer, launched
on 9 November 2023 has now closed, raising in aggregate
approximately GBP0.03 million through the issuance of 126,269
Retail Offer Shares at the Issue Price of 24 pence each.
In addition the Company also announces that the Australian
Retail Offer also launched on 9 November 2023 has also closed,
raising in aggregate approximately GBP0.03 million through the
issuance of 117,500 Retail Offer Shares at the Issue Price of 24
pence each.
Consequently, conditional on the passing of the Resolutions at
the General Meeting, the Company will issue 7,886,288 Placing
Shares, 8,952,070 Subscription Shares and 243,769 Retail Offer
Shares (an aggregate of 17,082,127 New Ordinary Shares) to raise
total gross proceeds of approximately GBP4.1 million as part of the
Fundraising.
Admission and Total Voting Rights
The Placing, Subscription, UK Retail Offer and Australian Retail
Offer, in aggregate, the 17,082,127 New Ordinary Shares are
conditional upon, among other things, the passing of the
Resolutions at the General Meeting.
Of the 7,886,288 aggregate Placing Shares and 8,952,070
aggregate Subscription Shares, 7,755,027 are being issued to
EIS/VCT investors under the EIS/VCT Admission. EIS/VCT Admission is
conditional, amongst other things, on the passing of the
Resolutions, the Placing Agreement not having been terminated and
EIS/VCT Admission occurring on or before 8.00 a.m. on 28 November
2023 (or such later date as Cavendish and the Company may agree
being not later than 8.00 a.m. on 31 December 2023 ).
The remaining 6,479,166 Placing Shares and 2,604,165
Subscription Shares are being issued to non-EIS/VCT investors under
the General Admission. The 243,769 aggregate Retail Offer Shares
will also admit under the General Admission. General Admission is
conditional, amongst other things, on the passing of the
Resolutions, the Placing Agreement not having been terminated,
EIS/VCT Admission having occurred and General Admission occurring
on or before 8.00 a.m. on 29 November 2023 (or such later date as
Cavendish and the Company may agree being not later than 8.00 a.m.
on 31 December 2023).
Furthermore, also subject to inter alia the passing of the of
the Resolutions at the General Meeting the Company intends to issue
10,508,582 Consideration Shares to the Sellers pursuant to the
terms of the Acquisition Agreement as part consideration for the
Acquisition, which will also admit under the General Admission.
It is expected that EIS/VCT Admission will take place at 8.00
a.m. on 28 November 2023 and that dealings in the EIS/VCT Shares on
AIM will commence at the same time. It is expected that General
Admission will take place at 8.00 a.m. on 29 November 2023 and that
dealings in the General Placing Shares, the General Subscription
Shares, the Retail Offer Shares and the Consideration Shares on AIM
will commence at the same time.
On Admission, the total number of Ordinary Shares in issue will
be 135,998,459 with the Company holding no Ordinary Shares in
treasury. Therefore the total number of voting rights will also be
135,998,459. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Capitalised terms used in this announcement and not separately
defined shall have the same meanings as defined in the Company's
Circular dated 10 November.
For further information, please contact:
Gelion plc via Alma
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/ Sales
Leif Powis
Graham Hall
Barney Hayward
Alma Strategic Communications +44 20 3405 0205
Justine James gelion@almastrategic.com
Hannah Campbell
Will Ellis Hancock
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 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 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 Retail Offer Shares
is being made in the United States. The 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 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 ("Cavendish") 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
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 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 expressly 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
or any of its 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 Cavendish and
its 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 Retail Offer Shares to
be issued or sold pursuant to the Retail Offer will not be admitted
to trading on any stock exchange other than AIM.
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 Retail Offer Shares
have been subject to a product approval process, which has
determined that the 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 "UK
Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Retail
Offer Shares may decline and investors could lose all or part of
their investment; the Retail Offer Shares offer no guaranteed
income and no capital protection; and an investment in the 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 UK Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling
restrictions in relation to the Retail Offer.
For the avoidance of doubt, the UK 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 Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
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 Retail Offer Shares have been subject to a product approval
process, which has determined that the 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 Retail Offer Shares may decline
and investors could lose all or part of their investment; the
Retail Offer Shares offer no guaranteed income and no capital
protection; and an investment in the 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 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 Retail Offer
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the Retail Offer Shares and
determining appropriate distribution channels.
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END
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