TIDMEXR
RNS Number : 0469P
Engage XR Holdings PLC
06 February 2023
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER STATE
OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
This announcement is released by ENGAGE XR Holdings plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 ("EU MAR") and for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MAR"), and is disclosed in accordance
with the company's obligations under Article 17 of EU MAR and
Article 17 of UK MAR.
6 February 2023
ENGAGE XR Holdings plc
("ENGAGE XR" or the "Company")
GBP8.8 million Placing
ENGAGE XR, the virtual reality technology company focused on
becoming a leading global provider of virtual communications
solutions through ENGAGE, is pleased to announce the successful
completion of an oversubscribed placing of new Ordinary Shares (the
"Placing") following the announcement released earlier this morning
(the "Fundraising Announcement").
The definitions referenced in this announcement have the same
meanings given to them in the Fundraising Announcement unless
otherwise stated.
A total of 219,879,015 new Ordinary Shares of EUR0.001 each in
the capital of the Company (the "Placing Shares") have been placed
by Davy, finnCap and Shard at a price of 4 pence per Placing Share,
raising gross proceeds of approximately GBP8.8 million or EUR9.9
million (before expenses). The Placing Shares represent
approximately 75.7% of the Company's issued ordinary share capital
immediately prior to the Placing.
The Placing is conditional on, inter alia, the passing of the
Resolutions at the EGM of the Company to be held on 3 March
2023.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid that have a record date of
after the date of issue of the Placing Shares.
Applications will shortly be made to Euronext Dublin and to the
London Stock Exchange for the Placing Shares to be admitted to
trading on Euronext Growth and AIM respectively ("Admission"). It
is expected that settlement of the Placing Shares will occur,
Admission will become effective and that dealings will commence in
the Placing Shares at or before 8.00 a.m. (London Time) on 6 March
2023. The Placing is conditional, among other things, upon
Admission becoming effective and the placing agreement between the
Company, Davy, finnCap and Shard (the "Placing Agreement") not
being terminated in accordance with its terms.
Octopus Investment Limited is considered to be a related party
of the Company for the purposes of the AIM Rules by virtue of its
status as a substantial shareholder of the Company. Octopus
Investment Limited has agreed to subscribe for 11,875,000 Placing
Shares as part of the Placing.
The Directors, having consulted with finnCap, the Company's
nominated adviser, consider that the terms of the participation in
the Placing by Octopus Investment Limited is fair and reasonable
insofar as the shareholders of the Company are concerned.
Davy, finnCap and Shard are acting as Joint Bookrunners in
respect of the Placing.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Commenting on the Placing, David Whelan, Chief Executive,
said:
"I am absolutely delighted by the support shown by both new
investors and existing shareholders in this successful
oversubscribed Placing. I am very excited by the opportunities for
ENGAGE XR and the funding from this Placing provides the Company
with the balance sheet strength to really capitalise on our leading
market position and deliver against the significant market
opportunity before us"
For further information on the Announcement, please contact:
ENGAGE XR Holdings plc: +353 87 665 6708
David Whelan, CEO
S é amus Larrissey, CFO
Sandra Whelan, COO
Davy (Joint Broker & Euronext Growth Listing Sponsor) +353 1 679 6363
Barry Murphy / Lauren O'Sullivan
finnCap Ltd (Joint Broker & Nominated Adviser) +44 (0) 20 7220 0500
Marc Milmo / Seamus Fricker / Sunila de Silva
Shard Capital Partners LLP (Joint Broker) +44 (0) 20 7186 9952
Damon Heath / Erik Woolgar
The person responsible for arranging release of this
Announcement on behalf of ENGAGE XR is S é amus Larrissey.
Important Notice
This Announcement and the information contained herein is
restricted and is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or from the
United States (including its territories and possessions, any state
of the United States and the District of Columbia, collectively the
"United States"), Canada, Australia, Japan or any other state or
jurisdiction in which the same would be restricted, unlawful or
unauthorised, in each case except pursuant to an available
exemption from applicable securities laws (each, a "Restricted
Territory").
This Announcement is for information purposes only and does not
constitute an offer to buy, sell, issue, acquire or subscribe for,
or the solicitation of an offer to buy, sell, issue, acquire or
subscribe for shares in the capital of the Company in any
Restricted Territory or to any person to whom it is unlawful to
make such offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions. No public offer of the shares referred to in
this Announcement is being made in Ireland, the United Kingdom, the
United States, any Restricted Territory or elsewhere.
This Announcement has been issued by and is the sole
responsibility of the Company. None of the Joint Bookrunners, nor
any of their respective affiliates accept any responsibility
whatsoever for the contents of the information contained in this
Announcement or for any other statement made or purported to be
made by or on behalf of the Joint Bookrunners or any of their
respective affiliates in connection with the Company, the Placing
Shares or the Placing. The Joint Bookrunners and each of their
respective affiliates accordingly disclaim all and any liability,
whether arising in tort, contract or otherwise in respect of any
statements or other information contained in this Announcement and
no representation or warranty, express or implied, is made by or on
behalf of the Joint Bookrunners or any of their respective
affiliates as to the accuracy, completeness or sufficiency of the
information contained in this Announcement.
Subject to certain exemptions, the securities referred to herein
may not be offered or sold in any Restricted Territory or for the
account or benefit of any national resident or citizen of any
Restricted Territory. The Placing Shares have not been and will not
be registered under the United States Securities Act of 1933, as
amended ("Securities Act"), or under the securities laws of, or
with any securities regulatory authority of, any state or other
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in or into the United States
absent registration under the Securities Act or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. Any offering of the Placing
Shares to be made (i) in the United States will be made only to a
limited number of "qualified institutional buyers" ("QIBs") within
the meaning of Rule 144A under the Securities Act ("Rule 144A") in
accordance with Rule 144A or pursuant to an exemption from the
registration requirements of the Securities Act in a transaction
not involving any "public offering" and (ii) outside the United
States in offshore transactions within the meaning of, and in
reliance on, Regulation S under the Securities Act ("Regulation
S").
Davy, which is regulated in Ireland by the Central Bank of
Ireland is acting as a Joint Bookrunner for the Company and for
no-one else in connection with the Placing referred to in this
Announcement and is not, and will not be, responsible to anyone
other than the Company for providing the protections afforded to
its clients, nor for providing advice in relation to the Placing
and/or any other matter referred to in this Announcement.
finnCap, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as a Joint
Bookrunner for the Company and for no-one else in connection with
the Placing referred to in this Announcement and is not, and will
not be, responsible to anyone other than the Company for providing
the protections afforded to its clients, nor for providing advice
in relation to the Placing and/or any other matter referred to in
this Announcement.
Shard, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as a Joint
Bookrunner for the Company and for no-one else in connection with
the Placing referred to in this Announcement and is not, and will
not be, responsible to anyone other than the Company for providing
the protections afforded to its clients, nor for providing advice
in relation to the Placing and/or any other matter referred to in
this Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or the Joint Bookrunners
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 and
the Joint Bookrunners to inform themselves about, and to observe,
such restrictions. The information in this Announcement may not be
forwarded or distributed to any other person and may not be
reproduced in any manner whatsoever. Any forwarding, distribution,
reproduction, or disclosure of this information in whole or in part
is unauthorised. Failure to comply with this directive may result
in a violation of the Securities Act or the applicable laws of
other jurisdictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect" (or the negative thereof) and words of similar
meaning, reflect the Directors' current beliefs and expectations
and involve known and unknown risks, uncertainties and assumptions,
many of which are outside the Company's control and difficult to
predict, that could cause actual results and performance to differ
materially from any expected future results or performance
expressed or implied by the forward-looking statement. Statements
contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. The information contained
in this Announcement speaks only as of the date of this
Announcement and is subject to change without notice and the
Company does not assume any responsibility or obligation to, and
does not intend to, update or revise publicly or review any of the
information contained herein, whether as a result of new
information, future events or otherwise, except to the extent
required by the Euronext Growth Rules for Companies, the AIM Rules
for Companies, the London Stock Exchange, Euronext Dublin, the
Central Bank of Ireland or by applicable law or regulation. No
statement in this Announcement is or is intended to be a profit
forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily
match or exceed the historical or published earnings of the
Company.
The Placing has not been approved and will not be approved or
disapproved by the U.S. Securities and Exchange Commission, any
state securities commission or any other regulatory authority in
the United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing or the accuracy or
adequacy of this Announcement. Any representation to the contrary
is unlawful.
The most recent Annual and Interim Reports and other information
are available on the ENGAGE XR website at
https://engagevr.io/investors/. Neither the content of the
Company's website nor any website accessible by hyperlinks on the
Company's website is incorporated in, or forms part of, this
Announcement.
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END
IOEEAFAKESXDEFA
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