TIDMSWG
RNS Number : 5468C
Shearwater Group PLC
01 October 2018
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, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
1 October 2018
SHEARWATER GROUP PLC
("Shearwater, the "Company" or the "Group")
Open Offer information and timetable
Further to the announcement on 28 September 2018 relating to the
update on proposed Acquisition of Brookcourt Solutions Limited,
Placing and Open Offer, Shearwater Group plc provides further
information on the Open Offer.
The Open Offer
The Company considers it important that, where reasonably
practicable, Shareholders should have an opportunity to participate
in its equity fundraisings. Accordingly, the Company is proposing
to raise up to GBP995,372 (before expenses) by way of the Open
Offer, at the previously announced placing price of 3.6 pence per
share.
Subject to the terms and conditions of the Open Offer, the
Company invites qualifying shareholders, being only Shareholders
who are resident in the United Kingdom on the Ex-Entitlement Date,
to apply for their Basic Entitlement of Open Offer Shares at the
Issue Price. Each Qualifying Shareholder's Basic Entitlement has
been calculated on the basis of 1 Open Offer Share for every 36
Existing Ordinary Shares held at the Record Date.
Further information is contained in the admission document which
is available on the Company website: www.theshearwatergroup.co.uk.
Terms and definitions contained within this announcement have the
same meaning as those defined in the admission document.
Timetable
Announcement of the Placing and the Open 28 September2018
Offer
Publication and posting of the Admission 28 September 2018
Document (including Notice of General Meeting),
Application Form (if applicable) and Form
of Proxy
--------------------------
Record Date for entitlements under the Open 6.00 p.m. on 27 September
Offer 2018
--------------------------
Existing Ordinary Shares recommence trading 7.30 a.m. on 1 October
on AIM 2018
--------------------------
Ex-Entitlement Date for the Open Offer 8:00 a.m. on 2 October
2018
--------------------------
Open Offer Entitlements credited to stock as soon as practicable
accounts in CREST of Qualifying CREST Shareholders from 8:00 a.m. on
2 October 2018
--------------------------
Recommended latest time and date for requesting 4:30 p.m. on 5 October
withdrawal of Open Offer Entitlements from 2018
CREST
--------------------------
Latest time and date for depositing Open 3:00 p.m. on 10 October
Offer Entitlements into CREST 2018
--------------------------
Latest time and date for splitting of Application 3:00 p.m. on 11 October
Forms (to satisfy bona fide market claims 2018
only)
--------------------------
Latest time and date for receipt of Forms 11:00 a.m. on 12 October
of Proxy and receipt of electronic proxy 2018
appointments via the CREST system
--------------------------
Latest time and date for receipt of completed 11:00 a.m. on 15 October
Application Forms and payment in full under 2018
the Open Offer and settlement of relevant
CREST instructions (as appropriate)
--------------------------
Announcement of the results of the Open Offer 16 October 2018
--------------------------
General Meeting 11:00 a.m. on 16 October
2018
--------------------------
Admission effective and trading in the Enlarged 8:00 a.m. on 17 October
Share Capital expected to commence on AIM 2018
--------------------------
Completion of the Acquisition expected 8:00 a.m. on 17 October
2018
--------------------------
Expected date for CREST accounts to be credited 8:00 a.m. on 17 October
(where applicable) 2018
--------------------------
Despatch on definitive share certificates within 10 business
(where applicable) in respect of Consideration days of Admission
Shares, Placing Shares and Open Offer Shares
to be held in certificated form
--------------------------
Enquiries:
Shearwater Group plc www.theshearwatergroup.co.uk
David Williams c/o Instinctif Partners
Michael (Mo) Stevens
Cenkos Securities plc - NOMAD and Broker
Max Hartley - NOMAD
Julian Morse / Michael Johnson - Sales +44 (0) 20 7397 8900
Instinctif Partners - Financial PR shearwater@instinctif.com
Adrian Duffield / Chantal Woolcock / +44 (0) 20 7457 2020
Kay Larsen
Important notice
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer or
invitation to purchase, subscribe for or otherwise acquire or
dispose of, or any solicitation to purchase or subscribe for or
otherwise acquire or dispose of, any securities in the United
States, Republic of South Africa, Australia, Canada or Japan or any
other jurisdiction in which such an offer or solicitation may lead
to a breach of any applicable legal or regulatory requirements
(each a "Restricted Jurisdiction"). Persons needing advice should
consult with an independent financial adviser authorised under the
Financial Services and Markets Act 2000, as amended ("FSMA"), who
specialises in advising on the acquisition of shares and other
securities, if that person is in the United Kingdom, or any
appropriately authorised person under applicable laws, if that
person is located in any other jurisdiction. The information
contained in this announcement is not for release, publication or
distribution to persons in any jurisdiction where to do so might
constitute a violation of local securities laws or regulations.
The distribution of this announcement, the Circular and any
other documentation associated with the Placing and the Open Offer
into jurisdictions other than the United Kingdom may be restricted
by law. Persons into whose possession these documents come should
inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws or regulations of any such
jurisdiction. In particular, such documents should not be
distributed, forwarded to or transmitted, directly or indirectly,
in whole or in part, in, into or from a Restricted
Jurisdiction.
The New Ordinary Shares have not been and will not be registered
under the US Securities Act 1933 (as amended) (the "US Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and, accordingly, may not
be offered, sold, resold, taken up, transferred, delivered or
distributed, directly or indirectly, within the United States
except in reliance on an exemption from the registration
requirements of the US Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States.
There will be no public offer of the New Ordinary Shares in the
United States. The New Ordinary Shares are being offered and sold
outside the United States in reliance on Regulation S under the US
Securities Act. The New Ordinary Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the US or any other US regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the New Ordinary Shares or
the accuracy or adequacy of this announcement. Any representation
to the contrary is a criminal offence in the United States.
The New Ordinary Shares have not been and will not be registered
under the relevant laws of any state, province or territory of any
Restricted Jurisdiction and may not be offered, sold, resold, taken
up, transferred, delivered or distributed, directly or indirectly,
within any Restricted Jurisdiction except pursuant to an applicable
exemption from registration requirements. There will be no public
offer of New Ordinary Shares in Australia, Canada, Japan, or the
Republic of South Africa.
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. The information in this announcement is
subject to change without notice.
This announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit
ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the
date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Cenkos, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority is acting as nominated adviser
and broker to Shearwater in connection with the Proposed
Acquisition and the Proposed Placing. Cenkos is acting exclusively
for Shearwater and no one else in connection with the Proposed
Acquisition and the Proposed Placing and will not be responsible to
anyone other than Shearwater for providing the protections afforded
to clients of Cenkos or for providing advice in relation to the
Proposed Acquisition and the Proposed Placing or the contents of
this announcement or any transaction, arrangement or matter
referred to herein.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Cenkos by the FSMA or the regulatory regime
established thereunder, Cenkos does not accept any responsibility
whatsoever for the contents of this announcement, and makes no
representation or warranty, express or implied, for the contents of
this announcement, including its accuracy, completeness or
verification, or for any other statement made or purported to be
made by it, or on its behalf, in connection with the Company or the
New Ordinary Shares, the Placing or the Open Offer, and nothing in
this announcement is or shall be relied upon as, a promise or
representation in this respect whether as to the past or future.
Cenkos accordingly disclaims to the fullest extent permitted by law
all and any liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have
in respect of this announcement or any such statement.
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 Product Governance
Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process,
which has determined that the New Ordinary Shares are: (i)
compatible with an end target market of (a) retail investors, (b)
investors who meet the criteria of professional clients and (c)
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should
note that: the price of the New Ordinary Shares may decline and
investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary 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 the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Cenkos will
only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the 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 New Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.]
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCBBBDGUDGBGIB
(END) Dow Jones Newswires
October 01, 2018 07:27 ET (11:27 GMT)
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