TIDMORA
RNS Number : 5854G
Ora Technology PLC
20 July 2023
20 July 2023
Ora Technology PLC
First day of dealings
Admission to the AQSE Growth Market
Supplementary Admission Information
Ora Technology PLC (Ora or the Company), a company that intends
to operate an online platform named 'Ora Carbon' in which users
will be able to buy, sell and retire carbon credits, is pleased to
announce that dealings in its ordinary shares of GBP0.001 each
(Ordinary Shares) will commence from 8:00 am today, 20 July 2023,
on the Aquis Stock Exchange Growth Market (AQSE Growth Market)
under the ticker symbol ORA and ISIN number GB00BP4YBY34.
The Company will be admitted to the Access segment of the AQSE
Growth Market (Admission) and the commencement of trading of the
Ordinary Shares follows a successful subscription and placing by
Clear Capital Markets Limited for a total of 41,739,025 Ordinary
Shares at GBP0.02 per Ordinary Share, raising gross proceeds of
GBP834,780.50 (before expenses).
On Admission, the Company will have 206,677,575 Ordinary Shares
in issue (Enlarged Share Capital) and the market capitalisation of
the Company will be approximately GBP4,133,552.
About Ora
Ora Technology PLC is a software company that is developing a
digital carbon trading platform that intends to offer users the
ability to buy, sell and retire carbon credits in the voluntary
carbon market, an instrument used by both the public and private
sectors to work towards carbon neutral and net-zero climate goals.
Ora's 'Ora Carbon' platform aims to allow access to carbon assets -
and the broader carbon economy - with the goal of reducing the
complexity of current industry practices and an emphasis towards
providing a simple and intuitive user experience.
For further contact:
Ora Technology PLC www.oracarbon.com
Michael Edwards, Executive Chairman
Nicholas Lyth, Financial Director
First Sentinel Corporate Finance Limited (Aquis
Corporate Adviser)
Brian Stockbridge +44 (0) 7876
Gabrielle Cordeiro 888 011
Clear Capital Markets Limited (Broker in relation
to the Fundraising) +44 (0) 20 3869
Bob Roberts 6080
Supplementary Admission information in relation to the proposed
admission of the Enlarged Share Capital to trading on the Access
segment of the AQSE Growth Market
On 22 June 2023, Ora published an admission document (Admission
Document) in connection with the proposed admission of the Enlarged
Share Capital to trading on the Access segment of the AQSE Growth
Market, a copy of which is available at plc.oracarbon.com . At the
time of publishing the Admission Document, the Company had not
finished the share placement in connection with the proposed
admission (Placing).
The information contained in this announcement constitutes
supplementary Admission information under the AQSE Growth Market
Access Rule Book (AQSE Rules) as the Placing has been completed and
constitutes a significant new factor relating to the information
contained in the Admission Document. The Appendix to this
announcement sets out the new and updated information which should
be regarded as part of the Admission Document.
Important Information
This part of this announcement is supplemental to the Admission
Document and should be read in conjunction with such document. This
announcement does not constitute a prospectus and the Company is
not making an offer to the public within the meaning of sections 85
and 102B of the Financial Services and Markets Act 2000 (FSMA).
This announcement is not an approved prospectus for the purposes
of, and as defined in, section 85 of FSMA, has not been prepared in
accordance with the Prospectus Rules (as defined in the Admission
Document) and its contents have not been approved by the Financial
Conduct Authority (FCA) or any other authority which could be a
competent authority for the purposes of the Prospectus Regulation
(as defined in the Admission Document). Further, the contents of
this announcement have not been approved by an authorised person
for the purposes of section 21 of FSMA. This announcement will not
be filed with or approved by the FCA or any other government or
regulatory authority in the UK.
The Company and the Directors of the Company, whose names are
set out in Part I of the Admission Document, have taken all
reasonable care to ensure that the facts stated in this
announcement are true and accurate in all material respects and
that there are no other facts the omission of which would make
misleading any statement in this announcement, whether of fact or
of opinion. The Directors accept full responsibility accordingly,
collectively and individually, for the information contained in
this announcement including the Company's compliance with the AQSE
Rules. To the best of the knowledge of the Company and the
Directors (who have taken all reasonable care to ensure that such
is the case), the information contained in this announcement is in
accordance with the facts and there is no other material
information the omission of which is likely to affect the import of
such information.
Application has been made for the issued ordinary share capital
of the Company to be traded on the Access segment of the AQSE
Growth Market. Admission will become effective and that dealings in
the Ordinary Shares will commence on the Access segment of the AQSE
Growth Market today at 8:00am.
The AQSE Growth Market, which is operated by the Aquis Exchange
PLC (Aquis Stock Exchange or AQSE), a recognised investment
exchange under Part XVIII FSMA, is a market designed primarily for
emerging or smaller companies to which a higher investment risk
tends to be attached than to larger or more established
companies.
It is not classified as a regulated market under Directive
2014/65/EU of the European Parliament and of the Council on markets
in financial instruments and AQSE Growth Market securities are not
admitted to the official list of the UK Listing Authority.
Investment in an unlisted company is speculative and tends to
involve a higher degree of risk than an investment in a listed
company. The value of investments can go down as well as up and
investors may not get back the full amount originally invested. An
investment should, therefore, only be considered by those persons
who are prepared to sustain a loss on their investment. A
prospective investor should be aware of the risks of investing in
AQSE Growth Market securities and should make the decision to
invest only after careful consideration and, if appropriate,
consultation with an independent financial adviser authorised under
FSMA who specialises in advising on the acquisition of shares and
other securities.
Ora is required by the Aquis Stock Exchange to appoint an Aquis
Exchange Corporate Adviser (AQSE Corporate Adviser) to apply on its
behalf for admission to the Access segment of the AQSE Growth
Market and must always retain an AQSE Corporate Adviser. The
requirements for an AQSE Corporate Adviser are set out in the AQSE
Corporate Adviser Handbook and the AQSE Corporate Adviser is
required to make a declaration to the Aquis Stock Exchange in the
form prescribed by Appendix B to the AQSE Corporate Adviser
Handbook.
This announcement has not been approved or reviewed by the Aquis
Stock Exchange or the FCA.
First Sentinel Corporate Finance Limited (FSCF), which is
authorised and regulated by the FCA, is the Company's AQSE
Corporate Adviser and joint broker for the purposes of Admission.
FSCF has not made its own enquiries except as to matters which have
come to its attention and on which it considered it necessary to
satisfy itself and accepts no liability whatsoever for the accuracy
of any information or opinions contained in this announcement, or
for the omission of any material information, for which the
Directors are solely responsible. FSCF is acting for the Company
and no one else in relation to the arrangements proposed in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice to any other person on the content of this
announcement.
Clear Capital Markets Limited (Clear Capital Markets) is acting
as the Company's joint broker in connection with the Admission.
Clear Capital Markets' responsibilities as the Company's joint
broker are owed solely to the Company and not to any Director, or
to any other person in respect of his decision to acquire Ordinary
Shares in reliance on any part of this announcement but without
limiting the statutory rights of any person to whom this
announcement is issued. No representation or warranty, express or
implied, is made by Clear Capital Markets as to, and no liability
whatsoever is accepted by Clear Capital Markets for, the accuracy
of any information or opinions contained in this announcement or
for the omission of any material information from this announcement
for which the Company and the Directors are solely responsible.
Clear Capital Markets will not be offering advice to recipients of
this announcement in respect of any acquisition of Ordinary
Shares.
APPIX
1 SHARE CAPITAL AND ADMISSION STATISTICS
Number of existing Ordinary Shares 164,938,550
Number of new Ordinary Shares 41,739,025
Number of warrants outstanding 37,897,620
Enlarged Share Capital 206,677,575
Percentage of Enlarged Share Capital represented by new Ordinary Shares 20.20%
Issue price 2p
Gross proceeds of the fundraising GBP834,780.50
Net proceeds of the fundraising GBP57 5 , 2 44.10
AQSE Growth Market symbol (TIDM) ORA
Market capitalisation of the Company on Admission GBP4,133,552
ISIN GB00BP4YBY34
SEDOL BP4YBY3
LEI 894500PYLZIX23W4NG69
2 EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of this announcement 20 July 2023
Admission to trading on the Access segment of the AQSE Growth Market becoming 8.00 a.m. on 20 July 2023
effective and
commencement of dealings in the Enlarged Share Capital
CREST members' accounts credited in (where applicable) On the date of Admission
Dispatch of definitive share certificates for Shares (where applicable) Within 10 business days of Admission
All references to time in this announcement are to London, UK
time unless otherwise stated and each of the times and dates are
indicative only and may be subject to change.
3 MATERIAL CONTRACTS
3.1 Broker agreement, commission, and warrants
As per the terms of the agreement with Clear Capital Markets,
the Company will pay a commission of 8% of the gross total monies
raised in connection with the Placing. This amounts to GBP
GBP57,952.40. In addition, it was agreed that Clear Capital Markets
would be granted such number of warrants over new Ordinary Shares
equal to 8% of the gross aggregate value of the Placing divided by
the exercise price. The warrants consequently issued to Clear
Capital Markets on Admission amount to 2,897,620 warrants. These
warrants are exercisable at GBP0.02 and at any time in the three
years following Admission.
4 ADDITIONAL INFORMATION ON THE COMPANY
4.1 Directors renumeration to date
As of the date of this announcement, Marallo Holdings Inc and
Dark Peak Services Ltd have received GBP 16,000 each in
renumeration for their provision of the services of Michael Edwards
and Nicholas Lyth, respectively to the Company. Jonathan Hives
(whose annual fee is GBP 24,000, payable from Admission) has not
received any payments to date.
4.2 Updated information on major shareholders
Part IV 4.1.1 of the Admission Document details any shareholders
holding equal to, or over 3% of capital or total voting rights. An
updated table follows:
Name Number of % of issued Number of % of issued
Ordinary share capital Ordinary Shares share capital
Shares prior prior to on Admission on Admission
to Admission Admission
Marallo Holdings
Inc 58,000,000 35.16 58,000,000 28.06
-------------- --------------- ----------------- ---------------
Fidelio Partners
Pte Ltd 12,000,000 7.28 12,000,000 5.81
-------------- --------------- ----------------- ---------------
Toro Consulting
Ltd 12,000,000 7.28 12,000,000 5.81
-------------- --------------- ----------------- ---------------
Crowdform
Ltd 11,037,550 6.69 16,556,325 8.01
-------------- --------------- ----------------- ---------------
California
Two Pizza
Ventures Inc 12,000,000 7.28 12,000,000 5.81
-------------- --------------- ----------------- ---------------
Barnard Nominees 7,000,000 4.24 7,000,000 3.39
-------------- --------------- ----------------- ---------------
Brian Stockbridge
(Director
of FSCF) 10,000,000 6.06 10,000,000 4.84
-------------- --------------- ----------------- ---------------
4.3 Unaudited Pro Forma Statement of Net Assets
The Directors
Ora Technology Plc
72 Charlotte Street
London
W1T 4QQ
19 July 2023
Dear Sirs,
Ora Technology PLC ("the Company")
We report on the unaudited pro forma financial information (the
"Pro Forma Financial Information") set out in Part III of the
Company's admission document dated 22 June 2023 (the "Admission
Document") which has been prepared on the basis described in the
notes to the Pro Forma Financial Information, for illustrative
purposes only, to provide information about the proposed admission
of the ordinary shares of the Company to the AQSE Growth Market.
This report is given for the purpose of complying with paragraph
6.7 of Table A of Appendix 1 to the AQSE Growth Market - Access
Rulebook published by Aquis Exchange Limited and for no other
purpose.
Responsibilities
It is the responsibility of the directors of the Company to
prepare the Pro Forma Financial Information in accordance with
paragraph 6.7 of Table A of Appendix 1 to the AQSE Growth Market -
Access Rulebook.
It is our responsibility to form an opinion, in accordance with
paragraph 6.7 of Table A of Appendix 1 to the AQSE Growth Market -
Access Rulebook, as to the proper compilation of the Pro Forma
Financial Information and to report our opinion to you.
In providing this opinion we are not updating or refreshing any
reports or opinions previously made by us on any financial
information used in the compilation of the Pro Forma Financial
Information, nor do we accept responsibility for such reports or
opinions beyond that owed to those to whom those reports or
opinions were addressed by us at the dates of their issue.
Save for any responsibility which we may have to those persons
to whom this report is expressly addressed and for any
responsibility arising under paragraph 6.7 of Table A of Appendix 1
to the AQSE Growth Market - Access Rulebook to any person as and to
the extent there provided, to the fullest extent permitted by law
we do not assume any responsibility and will not accept any
liability to any other person for any loss suffered by any such
other person as a result of, arising out of, or in connection with
this report or our statement, required by and given solely for the
purposes of complying with paragraph 6.7 of Table A of Appendix 1
to the AQSE Growth Market - Access Rulebook.
Basis of opinion
We conducted our work in accordance with the Standards for
Investment Reporting issued by the Auditing Practices Board in the
United Kingdom. The work that we performed for the purpose of
making this report, which involved no independent examination of
any of the underlying financial information, consisted primarily of
comparing the unadjusted financial information with the source
documents, considering the evidence supporting the adjustments and
discussing the Pro Forma Financial Information with the directors
of the Company.
We planned and performed our work so as to obtain the
information and explanations we considered necessary in order to
provide us with reasonable assurance that the Pro Forma Financial
Information has been properly compiled on the basis stated and that
such basis is consistent with the accounting policies of Ora
Technology Plc.
Opinion
In our opinion:
a) the Pro Forma Financial Information has been properly compiled on the basis stated; and
b) such basis is consistent with the accounting policies of Ora Technology Plc.
Declaration
For the purposes of Appendix 1: Information for an admission
document, Paragraph 1.2 of Table A of the AQSE Growth Market -
Access Rulebook, we are responsible for this report as part of the
Admission Document and declare that we have taken all reasonable
care to ensure that the information contained in this report is, to
the best of our knowledge in accordance with the facts and contains
no omission likely to affect its import. This declaration is
included in the Admission Document in compliance with paragraph 1.3
of Table A of Appendix 1 of the AQSE Growth Market - Access
Rulebook.
Yours faithfully,
Haysmacintyre LLP
10 Queen Street Place
London
EC4R 1AG
(A) UNAUDITED PRO FORMA STATEMENT OF NET ASSETS
The following unaudited pro forma statement of net assets of the
Company is prepared for illustrative purposes only. Because of its
nature, the pro forma statement of net assets, it addresses a
hypothetical situation and, therefore, does not represent the
Company's actual financial position on Admission. The statement is
prepared to illustrate the effect on the assets and liabilities of
the transactions as listed below. The unaudited pro forma statement
of net assets is compiled on the basis set out below from the
unaudited financial information of the Company as at 30 November
2022 as set out in this document. No adjustments have been made to
reflect trading results in the period 1 December 2022 to
Admission.
Unaudited Funds Raised Funds Raised Total Pro
Financial Pre-Admission on Admission Forma
Position Net Assets
30 November GBP GBP on
2022 Admission
GBP GBP
Cash - 639,001 834,781 1,473,782
Receivables 1 (1) -
Total Assets 1 639,000 834,781 1,473,782
Payables - - - -
Total Net
Assets 1 639,000 834,781 1,473,782
The proforma statement of net assets of the Company has been
prepared as an aggregation of the following items:
-- the net assets of Ora Technology PLC as at 30 November 2022
as extracted from the underlying accounting records;
-- the gross proceeds of all fund-raising activities completed by Admission; and
-- no adjustment has been made to reflect trading results since these dates.
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END
NEXFKLLFXDLEBBQ
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