TIDMSNOX
RNS Number : 1206F
SulNOx Group PLC
13 July 2021
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, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OR
IRELAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
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, RECOMMATION, OFFER OR ADVICE
TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES OF SULNOX GROUP PLC OR INTO ANY OTHER JURISDICTION WHERE
TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
13 July 2021
SulNOx Group Plc
("SulNOx" or the "Company")
RESULT OF PLACING
SulNOx Group Plc, (Aquis Stock Exchange: SNOX), is pleased to
announce that, following the announcement made earlier today
regarding the proposed Placing, the Company has successfully raised
gross proceeds of approximately GBP2.59 million, through the
placing of 8,630,000 new Ordinary Shares at an issue price of 30
pence per Ordinary Share. The Placing Shares will represent
approximately 9.17 per cent. of the Company's issued share capital
as enlarged by the Placing ("Enlarged Share Capital").
Ben Richardson, Chief Executive Officer of SulNOx, commented:
"We are grateful for the strong support from existing shareholders
and are excited to welcome several new institutional shareholders
through this successful fundraising. The investment provides SulNOx
with the required resources to accelerate our growth plans and
capitalise on the increasing number of market opportunities. The
immediate cost reductions and environmental benefits of SulNOx
provide solutions for the world's largest hydrocarbon users in oil,
power generation, transport, mining and marine at a time when our
planet needs them most. We can now expand further into biofuels and
oil reclamation products where we have other unique offerings and
considerable revenue potential."
Director participation in the Placing
The following Directors of the Company have subscribed for
Placing Shares pursuant to the Placing:
Director Number of Placing Participation Number of Percentage
Placing Shares Value Ordinary Shares of Enlarged
subscribed held on Admission Share Capital
for (%)
Radu Florescu
Non-Executive Chairman 16,666 GBP4,999.80 216,666 0.23%
---------------- ---------------------- ------------------- --------------
Ben Richardson
Chief Executive
Officer 16,666 GBP4,999.80 1,016,666 1.08%
---------------- ---------------------- ------------------- --------------
Admission and dealings
Application will be made for the Placing Shares to be admitted
to trading on the Apex segment of the AQSE Growth Market
("Admission"). Settlement for the Placing Shares and Admission are
expected to take place on or around 8.00 a.m. on 19 July 2021.
Total Voting Rights
On Admission, the Company will have 94,132,843 ordinary shares
of 2 pence each ("Ordinary Shares") in issue, each with one voting
right. The Company does not hold any shares in treasury and
therefore the total number of voting rights in the Company is
94,132,843. This figure should be used by shareholders from
Admission 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 Company under the FCA's
Disclosure Guidance and Transparency Rules.
Capitalised terms in this Announcement shall have the meanings
given to such terms in the Company's announcement of 7.00 a.m. on
13 July 2021.
Singer Capital Markets is acting as sole Bookrunner to the
Company, in connection with the Placing.
- Ends -
For further information please contact:
SulNOx Group plc Tel: 07968 451854
Anthony Granger, Director
Singer Capital Markets (Bookrunner) Tel: 0207 496 3000
Mark Taylor / Asha Chotai
Allenby Capital Limited Tel: 020 3328 5656
(AQSE Corporate Adviser)
Nick Harriss / John Depasquale
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them:
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name 1. Radu Florescu
2. Ben Richardson
-------------------------------- ------------------------------------
2 Reason for notification
----------------------------------------------------------------------
a) Position / status 1. Director - Non-Executive Officer
2. Director - Chief Executive
Officer
-------------------------------- ------------------------------------
b) In itial notification/Amendment Initial Notification
-------------------------------- ------------------------------------
3 Details of t he issu er, e mission allow a n ce m a r
k et participan t, au ct ion plat for m, au ction eer
or auc tion monitor
----------------------------------------------------------------------
a) Name SulNOx Group plc
-------------------------------- ------------------------------------
b) LEI 21380011EU95E93AQN91
-------------------------------- ------------------------------------
4 Details of t he t ransact ion (s): section to be re p
eated for ( i) e a ch type of instr u m e n t; (ii) each
type of transac tion; (iii) each date; and ( iv) each
place w h ere transactions have b een condu cted
----------------------------------------------------------------------
a) Description of Ordinary Shares of 2 pence each
the financial
instrument, t ISIN: GB00BJVQQP66
ype of instrument
I d e ntification
code
-------------------------------- ------------------------------------
Nature of the Subscription for new ordinary
transaction shares pursuant to a placing
-------------------------------- ------------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
1. 30p 1. 16,666
2. 30p 2. 16,666
-----------
-------------------------------- ------------------------------------
d) Aggregated information N/A
Aggregated volume
Price
-------------------------------- ------------------------------------
e) Date of the transaction 13 July 2021
-------------------------------- ------------------------------------
f) Place of the transaction Aquis Stock Exchange
-------------------------------- ------------------------------------
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE
PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS
("QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2(e) OF REGULATION
(EU) 2017/1129 (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN SULNOX GROUP PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT 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. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA,
CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, Singer
or any of their respective affiliates, agents, directors, officers
or employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Singer to inform themselves about and to observe any
such restrictions.
All offers of the Placing Shares in the EEA and the UK will be
made pursuant to an exemption under the Prospectus Regulation (or
the UK equivalent regulation) from the requirement to produce a
prospectus. In the United Kingdom, this Announcement is being
directed solely at persons in circumstances in which section 21(1)
of the Financial Services and Markets Act 2000 (as amended) does
not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or 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 a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, the Republic of South Africa or
Japan. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, the Republic of South Africa or Japan or any other
jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix.
Singer is acting as sole bookrunner and as agent for and on
behalf of the Company for the Placing. Singer is authorised and
regulated by the Financial Conduct Authority (the "FCA") in the
United Kingdom. Singer is acting exclusively for the Company and no
one else in connection with the matters referred to in this
Announcement and Singer will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for providing advice in relation to the matters
described in this Announcement.
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 Singer or by any of its affiliates,
agents, directors, officers or employees 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 therefor
is expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and 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 per share
of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than on the Apex
Segment of the AQSE Growth Market.
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.
This Announcement includes statements, estimates, opinions and
projections with respect to anticipated future performance of the
Company ("forward-looking statements") which reflect various
assumptions concerning anticipated results taken from the Company's
current business plan or from public sources which may or may not
prove to be correct. These forward looking statements can be
identified by the use of forward looking terminology, including the
terms "anticipates", "target", "believes", "estimates", "expects",
"intends", "may", "plans", "projects", "should" or "will", or, in
each case, their negative or other variations or comparable
terminology or by discussions of strategy, plans, objectives,
goals, future events or intentions. Such forward-looking statements
reflect current expectations based on the current business plan and
various other assumptions and involve significant risks and
uncertainties and should not be read as guarantees of future
performance or results and will not necessarily be accurate
indications of whether or not such results will be achieved. As a
result, prospective investors should not rely on such
forward-looking statements due to the inherent uncertainty therein.
No representation or warranty is given as to the completeness or
accuracy of the forward-looking statements contained in this
Announcement. Forward-looking statements speak only as of the date
of such statements and, except as required by the FCA, the London
Stock Exchange, AQUIS or applicable law, the Company undertakes no
obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise. 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 per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
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END
NEXFLFFSDFIVLIL
(END) Dow Jones Newswires
July 13, 2021 10:26 ET (14:26 GMT)
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