TIDMGLAN
RNS Number : 2169Q
Glantus Holdings PLC
17 February 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH IS
PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018.
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND
IS NOT FOR RELEASE PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, JAPAN, OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE, OR FORM THE BASIS OF AN OFFER TO SELL OR
ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY NEW OR EXISTING ORDINARY SHARES OF GLANTUS
HOLDINGS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
Glantus Holdings plc
("Glantus" or the "Company")
Publication of Circular and Notice of General Meeting
Glantus (AIM: GLAN), the provider of Accounts Payable ("AP")
automation and analytics solutions, has today published its
circular to shareholders (the "Circular") and Notice of
Extraordinary General Meeting of the Company (the "EGM"), in
connection with the raising of gross proceeds of approximately
EUR1.4 million (before expenses) through a conditional subscription
(the "Subscription").
As announced on 14 February 2023, the Company has received
conditional subscription letters for new ordinary shares of
EUR0.001 each ("Ordinary Shares") at a price of 9.25 pence per
Ordinary Share (the "Issue Price") (the "Subscription Shares").
The issue of the Subscription Shares requires and is conditional
upon, inter alia, the passing of certain share allotment and
authority resolutions at an EGM of the Company.
Accordingly, the EGM to approve the Subscription will be held at
11.00 am on 16 March 2023 at the offices of the Company at Marina
House, Block V, Eastpoint Business Park, Dublin, D03 AX24,
Ireland.
The Circular, is being posted to shareholders today and will
shortly be available on the Company's website, www.glantus.com .
Part one of the Circular, which includes details of the EGM and
Resolutions and the expected timetable, has been reproduced in full
in the appendix to this announcement which is set out below.
Enquiries:
Glantus Holdings
Maurice Healy, CEO
Diane Gray Smith, Interim CFO
ir@glantus.com +353 86 2677800
Shore Capital
Nominated Advisor and Broker
Patrick Castle / John More / Tom Knibbs + 44 207 408 4090
Yellow Jersey PR
Charles Goodwin
Lilian Filips
Annabelle Wills +447747 788 221
Appendix
The below information has been reproduced in full from the Circular.
Expected Timetable of Principal Events
2023
Announcement of posting of this document : 17 February
Posting of this Circular and Form : 17 February
of Proxy to Shareholders
Latest time and date for receipt : 11.00 a.m. on
of Forms of Proxy for use at the 14 March
Extraordinary General Meeting
Extraordinary General Meeting : 11.00 a.m. on
16 March
Announcement of results of Extraordinary : Following EGM
General Meeting on 16 March
Admission of the Subscription Shares : 8.00 a.m. on
to trading on AIM 17 March
Each of the times and dates above is subject to change.
Any such change will be noti ed by an announcement
on a Regulatory Information Service.
Definitions In this Circular, the Notice of EGM and the Form of Proxy, the following
words and expressions will bear the meanings assigned to them below,
and cognate words and expressions will bear corresponding meanings,
unless the context requires otherwise:
Admission admission of the Subscription Shares to trading
on AIM becoming effective in accordance with
the AIM Rules;
AGM the annual general meeting of the Company held
on 4 August 2022;
AGM Allotment Authority the authority of the Directors, approved by the
Shareholders at the AGM, to allot and issue up
to an aggregate nominal value of EUR25,222 (representing
approximately 66.66% of the issued ordinary share
capital of the Company (excluding treasury shares)
as at 5pm on 27 June 2022, which authority is
valid until the earlier of the conclusion of
the next annual general meeting of the Company
or at midnight on the date which is 15 months
after the passing of the resolution, unless previously
varied, revoked or renewed;
AGM Disapplication the authority of the Directors, approved by the
Authority Shareholders at the AGM, to disapply statutory
pre-emption provisions in certain circumstances,
including for allotments (other than by way of
pre-emptive offer) up to an aggregate nominal
value of EUR3,783 representing approximately
10% of the total nominal value of the Company's
issued ordinary share capital (excluding treasury
shares) as at 5pm on 27 June 2022 (including
the allotment of equity securities pursuant to
any employee share scheme or incentive scheme
of the Company);
AIM the market of that name operated by the London
Stock Exchange Group;
AIM Rules together, the rules of AIM as set out in the
publication entitled 'AIM Rules for Companies',
published by the London Stock Exchange from time
to time;
BPC Beach Point Capital;
Board the board of Directors of the Company;
Business Day any day other than a Saturday, Sunday or official
public holiday during which banks are open for
normal banking business in Dublin, Ireland;
CBI or Central Bank the Central Bank of Ireland, established pursuant
to the Central Bank Acts 1942 to 2010;
Chairperson Barry Stephen Townsley, the non--executive Chairperson
of the Company;
Chairperson's Letter the letter from the Chairperson of the Company,
contained in Part 1 of this Circular;
Circular this document, posted to the Shareholders on
17 February 2023, including the Chairperson's
Letter and Notice of EGM contained herein;
Company's Registrars Link Registrars Limited, whose registered offices
are at Suite 149 The Capel Building, Mary's Abbey,
Dublin 7, D07 DP79, Ireland;
Companies Act the Irish Companies Acts 2014, and every statutory
modification and re-enactment thereof for the
time being in force;
Directors together, the statutory directors of the Company
as at the date of this Circular and from time
to time;
ECB the European Central Bank;
EGM or Extraordinary the extraordinary general meeting of the Company,
General Meeting to be convened and held in the manner specified
in the Notice of EGM, including any adjournment
thereof;
Euro Zone Markets such countries which have adopted the Euro as
their official currency and which, as at the
date of this Circular, include Austria, Belgium,
Croatia, Cyprus, Finland, France, Germany, Greece,
Ireland, Italy, Luxembourg, Malta, the Netherlands,
Portugal, Slovakia, Slovenia and Spain;
Euro, EUR or EUR the lawful currency of Ireland and other member
countries of the Euro Zone Markets;
Euroclear Bank Euroclear Bank SA/NV, an international central
securities depository organised under the laws
of the Kingdom of Belgium and operator of the
Euroclear System;
Euroclear System the securities settlement system operated by
Euroclear Bank and governed by the laws of the
Kingdom of Belgium;
Extension Commitment a conditional commitment from BPC to extend the
Company's repayment date by 12 months to 31 August
2024;
FCA Financial Conduct Authority in the United Kingdom;
Form of Proxy the form of proxy document to be used by Shareholders
in connection with the EGM, accompanying this
document;
Founder Maurice Leonard Healy;
Founder Cap 25.14% of the issued share capital of the Company;
FSMA the UK Financial Services and Markets Act 2000,
as amended;
Group together, the Company and its direct and indirect
subsidiaries from time to time, and "Group Company"
is to be construed accordingly;
Issue Date the date of issue of the Subscription Shares
to the Subscribers;
Issue Price the price per share at which the Subscription
Shares are proposed to be issued, being GBP0.0925
per Subscription Share;
London Stock Exchange London Stock Exchange plc;
Long Stop Date 11 May 2023;
Official List the official list of the FCA;
Ordinary Share an ordinary share of EUR0.001 each in the capital
of the Company;
Pounds or GBP the lawful currency of the United Kingdom;
Resolutions together, the resolutions to be proposed at the
EGM, as specified in the Notice of EGM;
Shareholder a holder of one or more Ordinary Shares;
Subscribers together, the investors who have each duly executed
and delivered to the Company a Subscription Letter
and thereby irrevocably agreed to acquire Subscription
Shares at the Issue Price on the terms of the
Subscription Letters, and Subscriber will be
a reference to any one of them, as the context
requires ;
Subscription the cumulative transactions contemplated under
the Subscription Letters, the implementation
of which will comprise the allotment and issue
by the Company to the Subscribers of, and the
subscription by the Subscribers for, the Subscription
Shares at the Issuer Price in accordance with
the terms and subject to the conditions stipulated
in the Subscription Letters;
Subscription Funds the aggregate of the consideration that will
be payable by the Subscribers to the Company
for the allotment and issue of the Subscription
Shares pursuant to the implementation of the
Subscription;
Subscription Letters collectively, the binding and irrevocable letters
of subscription respectively executed and delivered
to the Company by each of the Subscribers and
in accordance with the terms and subject to conditions
of which the Subscription will be implemented;
Subscription Shares such number of Ordinary Shares in the capital
of the Company which equals (to the nearest whole
share) the amount of the Subscription Funds (being
the equivalent of the Pounds amount based on
the EUR/Pounds exchange rate as at 9.00am on
the Business Day prior to the Issue Date) divided
by the Issue Price, proposed to be issued by
the Company to the Subscribers as part of the
Subscription; and
United Kingdom or the United Kingdom of Great Britain and Northern
UK Ireland.
Any reference to any provision of any legislation shall include any
provision in any legislation that amends, modifies, consolidates, re-enacts,
extends or replaces the same. Words importing the singular shall include
the plural and vice versa and words importing the masculine gender
shall include the feminine or neutral gender.
Part 1 : Letter From the CHAIRPERSON
GLANTUS HOLDINGS PLC
(Incorporated and registered in Ireland with registered number
616225)
Directors : Registered Office :
Barry Townsley (Non-Executive Chairperson) Marina House
Maurice Healy (Chief Executive Officer and Block V, Eastpoint Business
Executive Director) Park
Geoff Keating (Chief Technology Officer and Dublin
Executive Director) D03 AX24
Diane Gray-Smith (Interim Chief Financial Ireland
Officer and Executive Director)
Tom Price (Independent Non-Executive Director)
Thomas Brooke (Independent Non-Executive Director)
17 February 2023
Dear Shareholder
Proposed Subscription for New Ordinary Shares to raise EUR1.4
million
Proposed Authority to Allot New Ordinary Shares and Dis--apply
Pre--Emptive Rights
Notice of Extraordinary General Meeting of the Company
1 Background
The purpose of this Circular is to explain the background to the
Subscription, convene the EGM and detail the reasons why the Board
believes it to be in the best interests of the Company and the
Shareholders as a whole that you vote in favour of the
Resolutions.
The Company announced the following information on 14 February
2022 in its trading update for the financial year ended 31 December
2022:
As indicated in the Company's interim results at the end of
September 2022, it has been a very challenging year for Glantus.
Accordingly, the Company expects to report, subject to audit,
revenue for FY2022 of c.EUR10.8 million and an adjusted EBITDA loss
of EUR2.1 million before exceptional restructuring costs and any
impairment of goodwill from acquisitions.
These results have been impacted by a number of factors,
including the negative impact the global restructuring has had on
productivity, the relocation of the AP audit function to Costa Rica
and the delayed onboarding of some new opportunities. In addition,
the Board, having done a comprehensive review, has prudently
determined that a material amount of revenue which was anticipated
in FY2022 from two client contracts may not be achieved.
In response to the above, the Group has rapidly and decisively
restructured the business. This has achieved annualised cost
savings of over EUR3 million by reducing the global workforce by 39
persons. In addition, there has been a further significant
reduction in operational infrastructure costs. This restructuring
has consolidated operations globally with a focus on technology-led
initiatives to drive margins and scale.
Alongside these cost savings, the Company has been able to
generate encouraging monthly billing amounts in recent months, with
average monthly billing in Q4 2022 of c.EUR1.22 million and in
excess of EUR1.1 million for January 2023. This billing performance
combined with the revised cost base means the Board believes the
business is poised to deliver strong margins and positive cash flow
from operations in 2023.
As a result of the challenges during FY 2022, the Company
currently has low amounts of cash resources available for its use.
In addition, under the Company's existing banking facilities with
its lender, Beach Point Capital (BPC), the Company is due to repay
EUR5 million in August 2023. The Company has been in discussions
with BPC regarding such repayment and confirms that it has received
from BPC a conditional commitment to extend the repayment date by
12 months to 31 August 2024 (the Extension Commitment). The
Extension Commitment is conditional on both final legal agreement
and the Company raising GBP1.2m through an equity raise.
Accordingly, in order to satisfy the equity raise condition
described above and increase the cash resources available to it,
the Company also announced later on 14 February 2023, that it had
raised approximately EUR1.4 million (before expenses) from a
combination of new and existing investors by a conditional
irrevocable subscription for the Subscription Shares at the Issue
Price, conditional on the passing of Resolutions 1 and 2 below.
Pursuant to the Subscription, the Company has received
conditional subscription letters for the Subscription Shares at the
Issue Price. The Issue Price presents a premium of c.12 per cent.
to the previous day's closing share price of 8.25 pence per
Ordinary Share on 13 February 2023, being the day prior to the
announcement of the Subscription. In setting the Issue Price, the
Directors have considered the price at which the Subscription
Shares need to be offered to the Subscribers to ensure the success
of the Subscription, whilst also minimising dilution for all other
Shareholders.
As described further in paragraph 6 of this Part 1, the final
number of Subscription Shares (subject to the 25.14% Founder Cap)
which will be issued will be equal (to the nearest whole share) to
the Subscription Funds (being the equivalent of the STGGBP amount
based on the EUR/STG exchange rate as at 9.00am the Business Day
prior to the Issue Date) divided by the Issue Price. For
illustrative purposes, assuming that approximately EUR1.4 million
is raised under the Subscription, the Subscription Shares would
represent c. 25.53% of the enlarged issued Ordinary Share capital
of the Company if calculated from the EUR/STG exchange rate as at
9.00 am on the Business Day prior to the date of this document.
In order to maintain his shareholding of 25.14% (the Founder
Cap), the founder and Chief Executive Officer of the Company,
Maurice Leonard Healy (the Founder), is among the Subscribers that
have bound themselves to subscribe for Subscription Shares at the
Issue Price as part of the Subscription, the Founder will subscribe
for the relevant number of Subscription Shares for an aggregate
subscription consideration of EUR350,000. The other Subscribers in
the Subscription are a combination of new and existing
investors.
Following the date of this document but prior to the EGM, the
Board may, if appropriate and at completely the Board's discretion,
permit certain additional Subscribers to agree to acquire
Subscription Shares up to the absolute limits set out in the
Resolutions. To the extent that any additional Subscribers agree to
acquire Subscription Shares, the Company will make further
notifications by a Regulatory Information Service as
applicable.
If Admission does not occur by the Long Stop Date, the
Subscription Funds will be returned to the Subscribers and the
Subscription Letters will cease to be of any further force or
effect.
2 Use of Proceeds
The Company intends to use the net proceeds of the Subscription
to settle certain deferred consideration payments for the
acquisition of Technology Insight Corporation and Meridian Cost
Benefit Limited, as well some remaining costs associated with the
Company's recent restructuring and for working capital
purposes.
In addition, as set out in the Company's trading update on 14
February 2023, under the Company's existing banking facilities with
its lender, BPC, the Company is due to repay EUR5 million in August
2023. The Company has been in discussions with BPC regarding such
repayment and has received in writing from BPC a conditional
commitment to extend the repayment date by 12 months to 31 August
2024. The Extension Commitment is conditional on both final legal
agreement and the Company raising GBP1.2 million through an equity
raise. The Company is satisfying this equity raise condition
through the Subscription. However, even if the Subscription
completes, there can be no certainty that an agreement for the BPC
repayment extension will be completed.
3 Importance of the Vote
Shareholders should note that unless the Resolutions approving
the Subscription are passed at the General Meeting, the Company
will not receive the proceeds from the Subscription. The
Subscription is being undertaken to increase the cash resources of
the Company and in order to satisfy the equity raise condition in
the Extension Commitment as described in paragraph 1 and 2 of this
Part 1. If the EUR5 million loan repayment due in August 2023 is
not extended as envisaged in the Extension Commitment, the Company
will have to pursue alternative options in order to meet the loan
repayment in August 2023 and there can be no guarantee that it
would be successful. In addition, the Company will continue to have
low amounts of cash resources available to operate the business
with, noting the challenging trading conditions as set out in the
Company's trading update on 14 February 2022 and in Paragraph 1 of
this Part 1.
The Directors believe completion of the Subscription and
approval of the Resolutions to be proposed at the EGM are in the
best interests of the Company and its Shareholders as a whole.
Accordingly, it is important Shareholders vote in favour of the
Resolutions.
4 Related Party Transaction
The participation of the Founder, as a Director of the Company,
in the Subscription constitutes a related party transaction
pursuant to Rule 13 of the AIM Rules. The independent Directors,
being the Directors excluding the Founder, consider, having
consulted with Shore Capital, the Company's nominated adviser, that
the Founder's participation in the Subscription is fair and
reasonable insofar as Shareholders are concerned.
5 Irrevocable Undertakings
The Company has received irrevocable undertakings to vote in
favour of the Resolutions from all Directors who hold Ordinary
Shares together with certain Shareholders who hold, or are
interested in, an aggregate of 20,002,485 Ordinary Shares,
representing approximately 52.87 per cent. of the Company's issued
share capital.
6 EGM and Resolutions
The Board is seeking Shareholder authority for the issue of the
Subscription Shares (including the issue of Subscription Shares to
any additional Subscribers following the date of this document but
prior to the EGM) and additional authority for general use.
At the end of this document is a notice convening an EGM of the
Company, which is to be held at the offices of the Company at
Marina House, Block V, Eastpoint Business Park, Dublin, D03 AX24,
Ireland, on 16 March 2023, at 11.00 a.m., at which the Resolutions
detailed therein will be proposed to the Shareholders.
In summary, if approved as proposed by the Board:
(i) Resolution 1 - authorises the Board, as an ordinary
resolution pursuant to section 1021 of the Companies Act, to allot
and issue Subscription Shares to the Subscribers. In the event that
Resolution 1 is not passed, the Subscription will not proceed. For
the avoidance of doubt, this authority will be in addition to the
AGM Allotment Authority, which will remain valid notwithstanding
the approval of Resolution 1. The number of Subscription Shares in
the capital of the Company to be issued to the Subscribers will be
equal (to the nearest whole share) to the Subscription Funds (being
the equivalent of the STGGBP amount based on the EUR/STG exchange
rate as at 9.00am on the Business Day prior to the Issue Date)
divided by the Issue Price.
(ii) Resolution 2 - grants to the Board, by way of a special
resolution, authority to allot the Subscription Shares to the
Subscribers without applying statutory pre-emption rights for
Shareholders. For the purposes of Section 1023 of the Companies Act
(and in particular under subsection (7) thereof), the Directors
state that:
a. their reasons for recommending that they be authorised to
issue New Ordinary Shares in accordance with the Resolutions
contained in the Notice are set out, inter alia, in paragraphs 1, 2
and 3 of this letter;
b. the amount to be paid to the Company in respect of each
Subscription Share will be the Issue Price; and
c. their justification of that amount is set out in paragraphs 1, 2 and 3 of this letter.
To ensure sufficient authority in the event of an exchange rate
movement following between the date of this document and the
Business Day prior to the Issue Date or any additional Subscribers
following the date of this document, Resolution 2 grants up to 20%
additional authority (calculated from the estimated number of
Subscription Shares which would be issued pursuant to the
Subscription) to the Board to allot and issue Ordinary Shares
without applying statutory pre-emption rights for Shareholders in
connection with the Subscription, estimated based on a raise of
subscription funds of EUR1.4 million and applying the EUR/STG
exchange rate at the ECB closing price on 14 February 2023, being
the date that the Subscription Letters were entered into.
(iii) Resolution 3 - grants to the Board, by way of a special
resolution, further authority to disapply the strict statutory
pre-emption provisions for allotments (other than by way of
pre-emptive offers) up to an additional aggregate nominal value of
EUR10,160.66 which represents approximately 20% of the estimated
total nominal value of the Company's enlarged issued ordinary share
capital (excluding treasury shares) following the issue and
allotment of the Subscription Shares. For the avoidance of doubt,
this authority will be in addition to Resolution 2 but will replace
the existing AGM Disapplication Authority, which will be
revoked.
If adopted, these authorities will expire at the conclusion of
the next annual general meeting of the Company or at midnight on
the date which is 15 months after the passing of the resolution
(whichever is earlier) unless previously varied, revoked or
renewed.
The new authorities are being sought predominately to allow the
Company to complete the Subscription and to assist the Board in
implementing measures that may arise from the strategic review of
the Company.
Note: Unless the context otherwise requires, all references to
information provided as at 5.00 p.m. on 16 February 2023 throughout
this letter are to that time being the latest practicable time and
date for that information prior to the issue of this letter.
7 Action to be taken by Shareholders
Voting by proxy
The process for appointing a proxy and/or voting in connection
with the resolutions to be proposed at the meeting depends on the
manner in which you hold your shares. Further details are set out
in the Statement of Procedures on pages 10 - 13 of this document.
For those Shareholders who intend to appoint a proxy other than the
Chairperson of the EGM, we would ask that, as a contingency
measure, you would additionally appoint the Chairperson of the EGM
as an alternative proxy in the event that the initially intended
proxy is unable to attend for any reason (and does not appoint a
substitute). This will facilitate your vote being included in the
wider range of contingent scenarios.
Please note that persons holding their interests in the Company
through the Euroclear Bank must comply with any earlier or other
voting submission deadline imposed by those systems. Further
information in this respect is provided in the Statement of
Procedures on pages 10 - 13 of this document.
Completion and return of a Form of Proxy or transmitting an
electronic proxy instruction will not prevent a Shareholder from
attending the EGM and voting in person should such Shareholder wish
to do so.
Questions and teleconferencing facilities to listen to the
business of the EGM
The Company recognises the importance of engagement with
Shareholders in respect of the EGM. In this regard, Shareholders
may submit questions for the Board in advance of the meeting.
Details of how to do this are provided in the Statement of
Procedures set out at the end of this document. Shareholders
present may also raise questions in person during the meeting. All
questions must relate to the business of the EGM.
The Company will provide teleconferencing facilities to allow
Shareholders to listen to the business of the EGM remotely. Details
of registering for such facilities will be provided on the
Company's website, www.glantus.com in advance of the EGM. Please
note that this facility will allow you to listen to the business of
the EGM only, you will not be able to use this facility to vote or
raise questions or points.
8. Recommendation
The Directors believe completion of the Subscription and
approval of the Resolutions to be proposed at the EGM are in the
best interests of the Company and its Shareholders as a whole.
Accordingly, the Board recommends that you vote in favour of the
Resolutions, as the Directors who hold shares in the Company intend
to do in respect of their own beneficial shareholdings amounting,
in aggregate, to 14,288,412 existing Ordinary Shares, representing
approximately 37.77% of the issued share capital of the Company at
the date of this Circular.
About Glantus Holdings plc
Glantus Holdings (AIM: GLAN) Glantus is a global provider of
accounts payable automation and analytics solutions. Glantus'
mission is to harness technology to drive innovation, unlocking
efficiencies in AP to maximise working capital for global
enterprise organisations. The award-winning Glantus DataShark
Platform connects all AP systems and suppliers on one agile
platform, eliminating cost and delivering new revenue streams. We
work in tandem with our partners to deliver joint enterprise
digital transformation solutions. For more information see
glantus.com.
Founded in 2014 and headquartered in Dublin, Glantus has offices
in the United States, United Kingdom, Poland and Costa Rica.
IMPORTANT NOTICE
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, Canada,
Australia, Japan or the Republic of South Africa, or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction (the "Restricted
Jurisdictions").
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", "could", "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.
Forward-looking statements speak only as of the date of such
statements and, except as required by the UK Financial Conduct
Authority ("FCA"), the London Stock Exchange plc 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.
Any indication in this Announcement of the price at which the
Company's shares 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 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.
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 or on behalf of the Company or Shore
Capital or by their affiliates or their respective agents,
directors, officers and 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.
Members of the public are not eligible to take part in the
Subscription and no public offering of the Subscription Shares is
being or will be made.
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.
Shore Capital and Corporate Limited (Shore Capital), which is
authorised and regulated in the UK by the FCA, is acting as
nominated adviser to the Company in connection with the matters
described in this announcement and is not acting for any other
persons in relation to the Subscription. The responsibilities of
Shore Capital, as the Company's nominated adviser under the AIM
Rules and the AIM Rules for Nominated Advisers are owed solely to
the London Stock Exchange and are not owed to the Company or to any
Director, Shareholder or other person in respect of his decision to
acquire shares in the capital of the Company in reliance on any
part of this announcement or otherwise.
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END
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Glantus (LSE:GLAN)
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From Jul 2023 to Jul 2024
