TIDMAFN

RNS Number : 2429K

ADVFN PLC

20 December 2022

THIS ANNOUNCEMENT, INCLUDING THE APPIX TO THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

20 December 2022

ADVFN plc

("ADVFN" or the "Company")

Open Offer timetable and AGM

On 6 December 2022, ADVFN announced a proposed equity fundraise of up to approximately GBP6.82 million, before expenses, through an Open Offer pursuant to which Qualifying Shareholders are able to subscribe at an Issue Price of 33 pence per Open Offer Share on the basis of 11 Open Offer Shares for every 14 Existing Ordinary Shares for an aggregate of up to 20,676,322 Open Offer Shares. Qualifying Shareholders are also able to apply for Excess Shares through an Excess Application Facility.

The Board of ADVFN is aware that due to postal disruption and other industrial action, a number of shareholders who have expressed an interest in participating in the Open Offer are concerned that due to delays in receiving the necessary documentation either directly or from nominees, they may be unable to submit their applications by the current closing date of 11.00am on 21 December 2022. The Board has therefore decided to extend the closing date of the Open Offer (as permitted by the terms of the Open Offer) to 11.00am on Thursday, 5 January 2023. The Board believes that this should provide sufficient additional time for affected Qualifying Shareholders. The Open Offer timetable as extended is set out in the Appendix to this announcement.

Similarly, the Board has also decided to adjourn the Annual General Meeting (which had otherwise been convened for 10.00am on 29 December 2022) to 10.00am on 13 January 2023. An updated Annual General Meeting notice with details of the adjourned meeting is being sent to shareholders. Proxies appointed and Forms of Proxy returned will remain valid for the adjourned Annual General Meeting. Shareholders who would like to attend the Annual General Meeting in person are requested to only attend the reconvened meeting on 13 January 2023 as no business will be conducted on 29 December 2022.

This announcement should be read in conjunction with the full text of the circular issued on 6 December 2022 ("Circular"). All capitalised/defined terms used in this announcement and not otherwise defined shall have the meanings given to them in the Circular.

A copy of this announcement is available on the Company's website, www.advfnplc.com.

For further information please contact:

 
           ADVFN plc 
            Amit Tauman (CEO)                      +44 (0) 203 8794 460 
           Beaumont Cornish Limited 
            (Nominated Adviser) 
            Michael Cornish 
            Roland Cornish                         +44 (0) 207 628 3396 
           Peterhouse Capital Limited 
            (Broker) 
            Eran Zucker                            +44 (0) 207 469 0930 
 

IMPORTANT NOTICES

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is the Company's nominated adviser for the purposes of the AIM Rules. Beaumont Cornish is acting exclusively for the Company and will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the contents of this document or any other matter referred to herein. Beaumont Cornish's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed to the London Stock Exchange and not to any other person and in particular, but without limitation, in respect of their decision to acquire Open Offer Shares or Open Offer Warrants in reliance on any part of this announcement. Beaumont Cornish has not authorised the contents of this announcement for any purpose and no liability whatsoever is accepted by Beaumont Cornish nor does it make any representation or warranty, express or implied, as to the accuracy of any information or opinion contained in this announcement or for the omission of any information. Beaumont Cornish expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.

Peterhouse House Capital Limited ("Peterhouse"), which is authorised and regulated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is the Company's broker for the purposes of the AIM Rules. Peterhouse is acting exclusively for the Company and will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the contents of this announcement or any other matter referred to herein. Peterhouse has not authorised the contents of this announcement for any purpose and no liability whatsoever is accepted by Peterhouse nor does it make any representation or warranty, express or implied, as to the accuracy of any information or opinion contained in this announcement or for the omission of any information. Peterhouse expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement.

No representation, responsibility or warranty, expressed or implied, is made by ADVFN plc, Beaumont Cornish, Peterhouse or any of their respective directors, officers, employees or agents as to any of the contents of this announcement in connection with the Open Offer or any other matter referred to in this announcement.

Notice to overseas persons

The distribution of this announcement, the Open Offer Document and/or the Application Form in jurisdictions other than the United Kingdom may be restricted by applicable laws or regulations. This announcement does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe for or buy Open Offer Shares to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation.

Neither the Open Offer Shares nor the Open Offer Warrants have been, and will not be, registered under the Securities Act or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, Japan or the Republic of South Africa and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, Japan or Republic of South Africa.

In respect of the offering in Israel of the securities offered hereunder, this Open Offer Document has not been approved by the Israeli Securities Authority, and that any offer in Israel is limited exclusively to special types of investors enumerated in the first schedule of the Israeli Securities Law, 5728-1968 (known as "Qualified Investors") and to certain non-qualified investors, as permitted under such Law. Further, the Company may require, as a condition to the purchase of the offered securities by an Israeli offeree, that such offeree executes additional agreements and certifications, and provides such additional information, as may be required to comply with Israeli law. This announcement may not be reproduced or used for any other purpose, nor be furnished to any person in Israel other than those to whom copies have been specifically provided by the Company. By purchasing securities offered hereunder, any such offeree confirms that it is purchasing the same for its own benefit and account, and not with the aim or intention of distributing or offering such securities to other parties. All offerees are encouraged to seek competent investment advice from a locally licensed investment advisor prior to making any investment.

Neither the Open Offer Shares nor the Open Offer Warrants have been and will not be registered under the United States Securities Act of 1933, as amended, or under the applicable securities laws of any state or other jurisdiction of the United States or qualified for distribution under any applicable securities laws in any other Restricted Jurisdiction. The Open Offer Shares may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, within, into or in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. The Open Offer Shares and Open Offer Warrants are being offered and sold either: (i) outside the United States in offshore transactions within the meaning of, and in accordance with, the safe harbour from the registration requirements in Regulation S under the Securities Act; or (ii) in the United States in private placement transactions not involving any public offering in reliance on the exemption from the registration requirements of Section 5 of the Securities Act provided by Section 4(2) under the Securities Act or another applicable exemption therefrom. There will be no public offer of the Open Offer Shares in the United States.

None of the Open Offer Shares or Open Offer Warrants, the Application Form, this announcement nor any other document connected with the Open Offer has been nor will be approved or disapproved by the United States Securities and Exchange Commission nor by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, nor have any of the foregoing authorities or any securities commission passed upon or endorsed the merits of the offering of the Open Offer Shares nor Open Offer Warrants, the Application Form or the accuracy nor adequacy of this announcement nor any other document connected with the Open Offer. Any representation to the contrary is a criminal offence.

The ability of Qualifying Shareholders to participate in the Open Offer may be restricted in certain jurisdictions. The attention of Overseas Shareholders is drawn to paragraph 6 of Part III "Terms and conditions of the Open Offer" of the Open Offer Document.

Appendix

EXPECTED EXTENDED TIMETABLE OF PRINCIPAL EVENTS

 
                                                                    2022 
 Recommended latest time and date for requesting             29 December 
  withdrawal of Open Offer Entitlements and 
  Excess CREST Open Offer Entitlements from 
  CREST 
 Latest time and date for depositing Open                    30 December 
  Offer Entitlements and Excess CREST Open 
  Offer Entitlements into CREST 
                                                                    2023 
 Latest time and date for splitting Application                3 January 
  Forms (to satisfy bona fide market claims 
  in relation to Open Offer Entitlements only) 
 Latest time and date for receipt of completed      11 a.m. on 5 January 
  Application Forms and payment in full under 
  the Open Offer or settlement of the relevant 
  CREST instructions (as appropriate) 
 Announcement of results of Open Offer                         6 January 
 Expected date when Admission is effective                     9 January 
  and dealings in the Open Offer Shares on 
  AIM 
 Open Offer Shares credited to CREST stock                     9 January 
  accounts 
 Despatch of definitive share certificates            Within 10 business 
  in respect of Open Offer Shares and warrant          days of Admission 
  certificates in respect of Open Offer Warrants 
  to be issued in certificated form 
 Expected date for crediting of the Open                       9 January 
  Offer Warrants in uncertificated form to 
  CREST 
 

Notes:

   (i)             References to times in this document are to London time (unless otherwise stated). 

(ii) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to an RIS.

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