THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF ROSSLYN DATA TECHNOLOGIES PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
8 October 2024
Rosslyn Data Technologies plc
("Rosslyn" or the "Company")
Retail Offer by PrimaryBid
● Rosslyn announces a conditional offer for subscription of new Ordinary Shares via PrimaryBid of up to
● The Issue Price for the new Ordinary Shares is
● Investors can take part through PrimaryBid's extensive network of retail brokers, wealth managers and investment platforms, (subject to such partners' participation);
● The Retail Offer is available to both existing shareholders and new investors;
● The new Ordinary Shares to be issued pursuant to the Retail Offer will be sold at the Issue Price; and
● There is a minimum subscription of
Retail Offer
Rosslyn (AIM: RDT), is pleased to announce a conditional offer for subscription of new ordinary shares of
As announced earlier today, The Company is also conducting the following:
● A proposed fundraising to raise a minimum of
● The proposed conversion of the principal amount and the interest accrued at the conversion date of 25 October 2024 of the convertible loan notes issued in September 2023 into 13,328,150 new Ordinary Shares at the Issue Price (the "Conversion"); and
● The proposed capital reorganisation of the Ordinary Share capital of the Company to subdivide each existing Ordinary Share into one new Ordinary Share of
The Fundraise, Conversion and Capital Reorganisation are conditional on shareholder approval of certain resolutions to be proposed at a general meeting of the Company to be held on 25 October 2024. The Fundraise is further conditional on the new Ordinary Shares to be issued pursuant to the Retail Offer, Conversion, Placing and Capital Reorganisation being admitted to trading on AIM ("Admission"). Admission is expected to take place at 8.00 a.m. on 28 October. The Retail Offer will not be completed without the Placing, Conversion and Capital Reorganisation also being completed.
The Company will use the net proceeds of the Fundraise primarily to drive the execution of the Company's business strategy as well as to provide working capital support to extend the cash runway to a point of profitability and strengthen the Company's balance sheet.
Reason for the Retail Offer
While the Placing has been structured as a non-pre-emptive offer, the Company values its retail investor base and is therefore pleased to provide retail investors with the opportunity to participate in the Retail Offer.
Existing shareholders and new investors can access the Retail Offer through PrimaryBid's extensive partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. A list of PrimaryBid's distribution partners can be found here.
Some partners may only accept applications from existing shareholders and/or existing customers.
After consideration of the various options available to it, the Company believes that the separate Retail Offer is in the best interests of shareholders, as well as wider stakeholders in the Company.
The Retail Offer will open to investors resident and physically located in the
There is a minimum subscription amount of
The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.
Investors wishing to apply for new Ordinary Shares should contact their investment platform, retail broker or wealth manager for details of their terms and conditions, process (including for using their ISA, SIPP or GIA) and any relevant fees or charges.
The new Ordinary Shares to be issued pursuant to the Retail Offer will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passuin all respects with the new Ordinary Shares to be issued pursuant to the Placing and the Company's existing Ordinary Shares.
Brokers wishing to offer their customers access to the Retail Offer and future PrimaryBid transactions, should contact partners@primarybid.com.
Enquiries
Rosslyn Paul Watts, Chief Executive Officer James Appleby, Chairman |
+44 (0)20 3285 8008
|
PrimaryBid Limited Nick Smith / James Deal |
|
Cavendish Capital Markets Limited (Nominated adviser and Broker) Stephen Keys/Camilla Hume/George Lawson |
+44 (0)20 7220 0500 |
Gracechurch Group (Financial PR) Claire Norbury/Anysia Virdi |
+44 (0)20 4582 3500 |
Important notices
It is a term of the Retail Offer that the aggregate value of the new Ordinary Shares available for subscription at the Issue Price does not exceed
The Retail Offer is offered under the exemptions from the need for a prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules, or for approval of the same by the Financial Conduct Authority (as competent authority under Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018).
The Retail Offer is not being made into
This Announcement is not for publication or distribution, directly or indirectly, in or into
This Announcement and the information contained herein, is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this Announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for new Ordinary Shares and investment in the Company carries a number of risks. Investors should contact their investment platform, retail broker or wealth manager for details of any relevant risk warnings. Investors should take independent advice from a person experienced in advising on investment in securities such as the new Ordinary Shares if they are in any doubt.
END
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