REG - ATOME Energy PLC - PrimaryBid Offer

AtomeAnnouncement

12/12/2022 16:45

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RNS Number : 4348J  ATOME Energy PLC  12 December 2022

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

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 ATOME ENERGY 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
THE UNITED STATES, CANADA OR JAPAN.

 

12 December 2022

 

ATOME ENERGY PLC

("ATOME", the "Company" or "the Group")

PrimaryBid Offer

 * ATOME announces a retail offer via PrimaryBid;

 * The Issue Price for the Retail Shares is 106.2 pence per Retail Share,
representing a discount of 10 per cent to the closing mid-market price on 9
December 2022;

 * Investors can access the PrimaryBid Offer by visiting
www.primarybid.com (http://www.primarybid.com)
and downloading the PrimaryBid mobile app;

 * Investors may also be able to take part through PrimaryBid's extensive network
of retail brokers, wealth managers and investment platforms. Subscriptions
through these partners can be made from tax efficient savings vehicles such as
ISAs or SIPPs, as well as General Investment Accounts (GIAs);

 * Both the Placing Shares and Retail Shares will be sold at the Issue Price;

 * There is a minimum subscription of £250 per investor in the PrimaryBid Offer,
and the Company will give allocation preference to existing shareholders;

 * No commission is charged by PrimaryBid on applications to the PrimaryBid
Offer.

 

PrimaryBid Offer

ATOME (LON: ATOM) is pleased to announce, a conditional offer for
subscription via PrimaryBid (the "PrimaryBid Offer") of new Ordinary Shares of
0.2 pence each in the Company ("Retail Shares") at an issue price of 106.2
pence per Retail Share (the "Issue Price"), being a discount of 10 per cent to
the closing mid-market price on 9 December 2022. The Company is also
conducting a placing of new Ordinary Shares (the "Placing Shares") at the
Issue Price by way of a Company led direct placing (the "Placing") as
announced earlier today. Through the PrimaryBid Offer, the Company is
providing its existing retail shareholders and other investors with the
opportunity to participate on the same terms as the Placing. In keeping with
the principle of soft pre-emption, the Company will give allocation preference
to existing shareholders.

 

As part of the Placing, Clean Power Hydrogen PLC, the UK manufacturer of
electrolysers together with certain directors and senior employees in the
Company have subscribed for a total of 2,235,634 Placing Shares.

 

The PrimaryBid Offer is conditional on the Placing Shares and the Retail
Shares being admitted to trading on AIM ("Admission"). Admission is expected
to be take place at 8.00 a.m. on 20 December 2022. The PrimaryBid Offer will
not be completed without the Placing also being completed.

The Company will use the funds to provide itself with further funding to
expedite its growth including the Villeta Project, in addition to allowing it
to further exploit other opportunities as well as general working capital
purposes.

 

Reason for the PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to
provide private and other investors the opportunity to participate in the
PrimaryBid Offer by applying through the PrimaryBid mobile app available on
the Apple App Store and Google Play. Investors may also be able to subscribe
to the PrimaryBid Offer using their ISAs, SIPP or GIA by contacting their
retail broker, wealth manager or investment platform. PrimaryBid does not
charge investors any commission for these services.

 

Brokers wishing to offer their customers access to the PrimaryBid Offer, and
future PrimaryBid transactions, should contact partners@primarybid.com
(mailto:partners@primarybid.com) .

 

The PrimaryBid Offer, will be open to individual and institutional investors
following the release of this announcement. The PrimaryBid Offer is expected
to close at 7:00 p.m. on 13th December 2022. The PrimaryBid Offer may close
early if it is oversubscribed.

 

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 PrimaryBid Offer without giving any reason for such
rejection.

 

No commission is charged to investors on applications to participate in the
PrimaryBid Offer made through PrimaryBid. It is vital to note that once an
application for Retail Shares has been made and accepted via PrimaryBid, an
application cannot be withdrawn.

 

For further information on PrimaryBid or the procedure for applications under
the PrimaryBid Offer, visit www.PrimaryBid.com (http://www.primarybid.com/)
 or email PrimaryBid at enquiries@primarybid.com
(mailto:enquiries@primarybid.com) .

 

The Retail Shares will be issued free of all liens, charges and encumbrances
and will, when issued and fully paid, rank pari passu in all respects with
the Company's existing Ordinary Shares.

 

 ATOME Energy PLC                     +44 (0) 113 337 2210 info@atomeplc.com

 Nikita Levine, Investor Relations

 PrimaryBid Limited                   enquiries@primarybid.com

 Nick Smith / James Deal

 Beaumont Cornish, Nominated Advisor  +44 (0) 20 7628 3396

 Roland Cornish, Michael Cornish

Details of the PrimaryBid Offer

The Company highly values its retail investor base which has supported the
Company alongside institutional investors since its IPO in December 2021.
Given this support of retail shareholders, the Company believes that it is
appropriate to provide retail and other interested investors the opportunity
to participate through the PrimaryBid Offer. The Company is therefore making
the PrimaryBid Offer available through PrimaryBid.

The PrimaryBid Offer is offered under the exemptions against the need for a
prospectus allowed under the Prospectus Rules. As such, there is no need for
publication of a prospectus pursuant to the Prospectus Rules, or for approval
of the same by the Financial Conduct Authority in its capacity as the UK
Listing Authority. The PrimaryBid Offer is not being made into any Restricted
Jurisdiction or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the
PrimaryBid Offer which is open to existing shareholders and other investors
subscribing via PrimaryBid.

For further details please refer to the PrimaryBid website
at www.PrimaryBid.com (http://www.primarybid.com/) . The terms and conditions
on which the PrimaryBid Offer is made, including the procedure for application
and payment for Retail Shares, is available to all persons who register with
PrimaryBid.

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 Retail Shares and investment in the
Company carries a number of risks. Investors should consider the risk factors
set out on www.PrimaryBid.com (http://www.PrimaryBid.com) and the PrimaryBid
mobile app before making a decision to subscribe for Retail Shares. Investors
should take independent advice from a person experienced in advising on
investment in securities such as the Retail Shares if they are in any doubt.

IMPORTANT NOTICES

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

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 Australia, Canada, the Republic of South Africa, Japan
or any other jurisdiction in which such publication, release or distribution
would be unlawful.  Further, this Announcement is for information purposes
only and is not an offer of securities in any jurisdiction.

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 announcement 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 Retail Shares 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.

Notice to distributors

 

Solely for the purposes of the product governance requirements contained
within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in
financial instruments, as amended ("UK MiFID II"); and (b) the UK's
implementation of Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product
Intervention and Product Governance Sourcebook of the FCA (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 MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Shares have
been subject to a product approval process, which has determined that the
Retail Shares are: (a) compatible with an end target market of (i) retail
investors; (ii) and investors who meet the criteria of professional clients
and eligible counterparties and (b) eligible for distribution through all
distribution channels as are permitted by UK MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, distributors (such
term to have the same meaning as in the MiFID II Product Governance
Requirements) should note that: (a) the price of the Retail Shares may decline
and investors could lose all or part of their investment; (b) the Retail
Shares offer no guaranteed income and no capital protection; and (c) an
investment in the Retail  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 PrimaryBid
Offer.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of UK
MiFID II; or (b) a recommendation to any investor or Company of investors to
invest in, or purchase, or take any other action whatsoever with respect to,
the Retail Shares.

 

Each distributor is responsible for undertaking its own target market
assessment in respect of the Retail Shares and determining appropriate
distribution channels.

 

 

END

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