TIDMAMO
RNS Number : 6624T
Amino Technologies PLC
21 July 2015
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 OR INTO THE UNITED
STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, JAPAN OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS ANNOUNCEMENT.
21 July 2015
Amino Technologies PLC
("Amino" or the "Company")
Results of Placing
Further to the announcement released by the Company this morning
at 7.00 a.m. (the "Acquisition and Placing Announcement"), the
Company is pleased to announce that a total of 16,153,846 Placing
Shares have been successfully placed with institutional investors
and certain directors of the Company at the Placing Price of 130.0
pence per Placing Share by Canaccord Genuity and finnCap as Joint
Bookrunners, raising gross proceeds of GBP21.0 million (before
expenses). The Placing Shares represent approximately 29.9 per
cent. of the Existing Voting Rights.
The Placing Shares have been conditionally placed with new and
existing shareholders, including the following directors of the
Company:
Current details Following Completion
Director Number % Number Number %
of Existing Existing of shares of Ordinary Enlarged
Ordinary Voting subscribed Shares Voting
Shares Rights for pursuant Rights
to the
Placing
Thomas
Keith
Todd 381,983 0.71 38,461 420,444 0.60
Donald
Kevin
McGarva 317,713 0.59 23,446 341,159 0.49
Julia
Elizabeth
Hubbard 153,840 0.28 19,230 173,070 0.25
Peter
Christopher
Morrell
Murphy 130,000 0.24 45,000 175,000 0.25
Kestrel Partners LLP(1) ("Kestrel") is a substantial Shareholder
in Amino, holding in aggregate 9,865,181 Ordinary Shares of the
Company, representing 18.23% of the Existing Voting Rights and,
consequently, Kestrel is considered to be a related party of the
Company pursuant to Rule 13 of the AIM Rules.
Kestrel is subscribing for 2,923,076 Placing Shares on behalf of
its clients at the Placing Price, representing 18.10 per cent. of
the Placing. This subscription by Kestrel constitutes a Related
Party Transaction for the purposes of the AIM Rules.
The Board considers, having consulted with finnCap, the
Company's nominated adviser, that the terms of the subscription for
Placing Shares by Kestrel are fair and reasonable insofar as the
Company's Shareholders are concerned.
The Placing remains conditional on Shareholder approval at the
General Meeting which is expected to be held on or around 10 August
2015 and upon Admission becoming effective. A circular to
Shareholders is expected to be posted shortly, including details of
the General Meeting and the Resolutions.
Application will be made for the 16,153,846 Placing Shares to be
admitted to trading on AIM. Subject to the Resolutions having been
passed and the Placing Agreement not having been terminated in
accordance with its terms, it is anticipated that admission of the
Placing Shares will occur at 8.00 a.m. on or around 11 August 2015.
The Placing Shares will be credited as fully paid and rank pari
passu with the Existing Ordinary Shares.
Following the issue of the Placing Shares the Enlarged Share
Capital will be 74,407,743 (of which 4,139,898 shares are held in
treasury) and the number of Ordinary Shares carrying voting rights
will be 70,267,845.
Shareholders should use the figure of 70,267,845 Ordinary Shares
in the Company, as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change in their interest in, the share capital of the
Company under the FCA's Disclosure and Transparency Rules.
Defined terms used in this announcement will have the meaning
set out in the Acquisition and Placing Announcement.
(1) Representing the direct and indirect interests of the
partners of Kestrel Partners LLP, together with interests
controlled by Kestrel Partners LLP via discretionary mandates.
For further information please contact:
Amino Technologies PLC +44 (0)1954 234100
Thomas Keith Todd CBE, Chairman
Donald McGarva, Chief Executive Officer
Julia Hubbard, Chief Financial Officer
FTI Consulting LLP (Financial PR) +44 (0)20 3727 1000
Matt Dixon / Chris Lane / Alex Le May
Canaccord Genuity Limited (Financial Adviser and Joint Bookrunner) +44 (0)20 7523 8000
Simon Bridges / Piers Coombs / James Craven / Emma Gabriel
finnCap Ltd (NOMAD and Joint Bookrunner) +44 (0)20 7220 0500
Stuart Andrews / Matt Goode / Carl Holmes (Corporate Finance)
Simon Johnson (Corporate Broking)
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,
the Republic of South Africa, Australia, Japan or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction.
This announcement does not constitute or form part of any offer
to sell, or any solicitation of an offer to buy, securities in the
United States. Securities may not be offered or sold in the United
States absent (i) registration under the US Securities Act of 1933,
as amended (the "Securities Act") or (ii) an available exemption
from registration under the Securities Act. The Placing Shares have
not been and will not be registered under the Securities Act or
under the securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold or delivered,
directly or indirectly, in or into the United States absent
registration except pursuant to an exemption from or in a
transaction not subject to the registration requirements of the
Securities Act. No public offering of the Placing Shares is being
made in the United States. The Placing is being made (i) outside
the United States in offshore transactions (as defined in
Regulation S under the Securities Act ("Regulation S")) meeting the
requirements of Regulation S under the Securities Act; and (ii) to
a limited number of "qualified institutional buyers" within the
meaning of Rule 144A under the Securities Act who have executed and
delivered a United States investor representation addressed to the
Company and the Joint Bookrunners substantially in the form agreed
between the Company and the Joint Bookrunners, in transactions that
are exempt from or not subject to the registration requirements of
the Securities Act. Persons receiving this announcement (including
custodians, nominees and trustees) must not forward, distribute,
mail or otherwise transmit it in or into the United States or use
the United States mails, directly or indirectly, in connection with
the Placing.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction including, without limitation, the
United States, Canada, the Republic of South Africa, Australia,
Japan or any other jurisdiction in which such offer or solicitation
is or may be unlawful (a "Prohibited Jurisdiction"). This
announcement and the information contained herein are not for
publication or distribution, directly or indirectly, to persons in
a Prohibited Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction. No action has been taken by the Company, Canaccord
Genuity Limited, finnCap Ltd or any of their respective affiliates
that would permit an offer of the Placing Shares or possession or
distribution of this announcement or any other publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons receiving this announcement
are required to inform themselves about and to observe any such
restrictions.
This announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in article 2.1(e) of the
Prospective Directive (Directive 2003/71/EC) as amended, (B) if in
the United Kingdom, persons who (i) have professional experience in
matters relating to investments who fall within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 as
amended (the "FPO") or fall within the definition of "high net
worth companies, unincorporated associations etc" in article
49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as
defined in section 86 of FSMA or (C) otherwise to persons to whom
it may otherwise lawfully be communicated (each, a "Relevant
Person"). No other person should act or rely on this announcement
and persons distributing this announcement must satisfy themselves
that it is lawful to do so. By accepting the terms of this
announcement, you represent and agree that you are a Relevant
Person.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
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. Forward-looking
statements speak only as of the date of such statements and, except
as required by the Financial Conduct Authority of the United
Kingdom (the "FCA"), 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
ordinary shares of the Company 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.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting for Amino and for no one
else in connection with the Placing and will not be responsible to
anyone other than Amino for providing the protections afforded to
clients of Canaccord Genuity Limited or for affording advice in
relation to the Placing, or any other matters referred to
herein.
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the FCA, is acting for Amino and for no one else in
connection with the Placing and will not be responsible to anyone
other than Amino for providing the protections afforded to clients
of finnCap Ltd or for affording advice in relation to the Placing,
or any other matters referred to herein.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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