REG - Directa Plus PLC - Result of Placing and Subscription

Directa PlusAnnouncement

11/06/2024 10:45

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RNS Number : 9835R  Directa Plus PLC  11 June 2024

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, (THE "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, THE REPUBLIC OF IRELAND, AUSTRALIA, NEW ZEALAND, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN DIRECTA PLUS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF DIRECTA PLUS PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 AS RETAINED AS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("UK MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS
BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.

 

11 June 2024

 

Directa Plus plc

 

Result of Placing and Subscription

 

Directa Plus (AIM: DCTA) (the "Company"), a leading producer and supplier of
graphene nanoplatelets based products for use in consumer and industrial
markets, is pleased to confirm that, further to the Company's announcement
released earlier today, the Bookbuild has closed and the Company has,
conditionally, raised gross proceeds of approximately £6.8 million through
the successful placing of, and subscription for, a total of up to 37,805,551
New Ordinary Shares at the Issue Price of 18 pence each.

 

In addition, certain directors of the Company have confirmed their intention
to participate in the Fundraising and subscribe for 555,555 New Ordinary
Shares in aggregate between them (the "Directors' Intended Participation"). As
the Company is currently in a close period under MAR until the publication of
its full year results for the period ended 31 December 2023 ("Results"), the
Directors are not permitted to enter into any arrangement until after
publication of the Results (and subject to each not being in possession of any
other unpublished price sensitive information at such time). Whilst it is
currently expected that the Results will be published prior to the proposed
date of Admission, in the event that the Directors are unable to participate
prior to that date (for whatever reason), to the extent the Directors'
Intended Participation then takes place, the Company will apply for admission
of the relevant New Ordinary Shares to trading on AIM separately and to take
effect following the admission of the remaining Subscription Shares and the
Placing Shares. Should the Directors' Intended Participation be confirmed upon
publication of Results the gross proceeds of the Fundraising will be
approximately £6.9 million.

 

The New Ordinary Shares (including the Directors' Intended Participation) will
represent in aggregate 36.7 per cent. of the Company's Enlarged Issued Share
Capital following Admission (assuming the Directors' Intended Participation
proceeds).

 

Cavendish Capital Markets Limited and Singer Capital Markets Securities
Limited acted as joint brokers in connection with the Bookbuild.

 

The Placing and the issue of the New Ordinary Shares are conditional upon,
amongst other things:

 ·         the passing of the Resolutions without amendment to be proposed at the General
           Meeting;
 ·         the Placing Agreement having become unconditional (save for Admission) and not
           having been terminated in accordance with its terms prior to Admission;
 ·         the allotment of the EIS/VCT Placing Shares in advance of the allotment of the
           Non-EIS/VCT Placing Shares; and
 ·         Admission taking place by no later than 8.00 a.m. on 1 July 2024 (or such
           later date as the Joint Brokers may agree in writing with the Company, being
           not later than 8.00 a.m. on 15 July 2024).

 

Rule 9 Waiver

 

Following completion of the Fundraising, Nant Capital, LLC will be interested
(for the purpose of the City Code) in Ordinary Shares carrying 30 per cent. or
more of the Company's voting share capital, which would ordinarily result in
Nant Capital, LLC having to make a mandatory offer under Rule 9 of the City
Code.

 

However, the Panel has agreed to waive the obligation on Nant Capital, LLC (or
any person acting in concert with it) to make a mandatory cash offer under
Rule 9 of the City Code that would otherwise arise as a result of its
participation in the Placing (the "Rule 9 Waiver"), subject to the approval of
such waiver by independent shareholders on a poll at the Company's General
Meeting.

 

In the event that the Resolution to approve the Rule 9 Waiver is approved, and
on the assumption that the Fundraising is completed, including the Directors'
Intended Participation, and that no person exercises any options or other
rights to subscribe for Ordinary Shares or New Ordinary Shares, as at
Admission, the maximum aggregate interest of Nant Capital LLC (and any persons
acting in concert with it) in shares which carry voting rights in the Company
(for the purpose of the City Code) would be 39.45 per cent. In the event that
the Directors' Intended Participation does not proceed, the maximum aggregate
interest of Nant Capital LLC (and any persons acting in concert with it) in
shares which carry voting rights in the Company (for the purpose of the City
Code) would be 39.67 per cent.

 

The Fundraising is subject to Shareholder approval (amongst other things):

 ·         to grant the necessary authorities to issue the New Ordinary Shares;
 ·         of the Rule 9 Waiver, on a poll vote of independent shareholders in accordance
           with the City Code.

 

General Meeting and posting of Circular

 

The General Meeting to approve the Resolutions is expected to be held at the
offices of Vistra, 7th Floor, 50 Broadway, London SW1H 0DB at 2.30 p.m. (local
time) on 27 June 2024.

 

The Circular, containing the Notice of the General Meeting, which sets out the
Resolutions and further details on the Fundraising, is expected to be
despatched to Shareholders of the Group on or about 11 June 2024 and will be
available on the Company's website at www.directa-plus.com. The Circular will
include a unanimous Board recommendation that all shareholders vote in favour
of the Resolutions.

 

Admission, settlement and dealings

 

It is intended that the Company will issue the EIS/VCT Placing Shares to the
persons nominated by the Company in accordance with the Placing Agreement no
later than 3.00 p.m. on 28 June 2024, being one Business Day prior to
Admission. The issue of the EIS/VCT Placing Shares will not be conditional on
Admission. It is intended that the Company will issue the Non-EIS/VCT Placing
Shares to the persons nominated by the Company in accordance with the Placing
Agreement no later than 8:00 a.m. on 1 July 2024. The issue of the Non-EIS/VCT
Placing Shares will be conditional on Admission. Investors should be aware of
the possibility that only the EIS/VCT Placing Share might be issued and that
none of the Non-EIS/VCT Placing Shares are issued.

 

Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. It is currently expected that
Admission will become effective, and that dealings in the New Ordinary Shares
will commence on AIM, at 8.00 a.m. on 1 July 2024. The Enlarged Issued Share
Capital, as increased by the New Ordinary Shares, immediately following
Admission (and excluding any issues of shares pursuant to the exercise of any
employee share incentives or options between the date of this Announcement and
Admission) will be 104,418,755 Ordinary Shares. In the event that the
Directors' Intended Participation does not proceed, Enlarged Issued Share
Capital will be 103,863,200.

 

The New Ordinary Shares, when issued, will be credited as fully paid and will
rank on Admission pari passu in all respects with each other and with the
Existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid after the date of issue.

 

Key Dates

 

The expected timetable set out in the Company's announcement regarding the
proposed Fundraising released earlier today remains unchanged and is, for
reference, set out again below.

 

The times and dates set out below, and mentioned throughout this Announcement,
are subject to change, and may be adjusted by the Company in consultation with
the Joint Bookrunners. The timetable below also assumes that the Resolutions
are all passed at the General Meeting without adjournment. In the event of any
significant changes from the expected timetable below, details of the new
times and dates will be notified to Shareholders by an announcement on a
Regulatory Information Service.

 

 Posting of the Circular and the Notice of General Meeting                   11 June 2024

 Latest time and date for receipt of Forms of Proxy                          2.30 p.m. on 25 June 2024

 Voting record date                                                          5.00 p.m. on 25 June 2024

 General Meeting                                                             2.30 p.m. (local time) on 27 June 2024

 Admission effective and dealings in Placing Shares and Subscription Shares  8.00 a.m. on 1 July 2024
 expected to commence on AIM

 Notes:

 1.        Each of the times and dates in the above timetable, and shown
 elsewhere in this document, are indicative only and if any of the details
 contained in the timetable above should change, the revised times and dates
 will be notified to Shareholders by means of an announcement through a
 Regulatory Information Service.

 2.        All of the above times refer to London time unless otherwise
 stated.

 3.        All events listed in the above timetable following the
 General Meeting are conditional on the passing of the Resolutions at the
 General Meeting.

 

For further information, please contact:

 

 Directa Plus plc                                                        +39 02 36714458
 Giulio Cesareo, CEO
 Giorgio Bonfanti, CFO

 Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker)  +44 131 220 6939
 Neil McDonald
 Adam Rae

 Singer Capital Markets Securities Limited (Joint Broker)                +44 20 7496 3069
 Rick Thompson
 Phil Davies

 Alma Strategic Communications (Financial PR Adviser)                    +44 20 3405 0205
 Justine James
 Hannah Campbell
 Kinvara Verdon

 

The person responsible for arranging the release of this Announcement on
behalf of the Company is Giorgio Bonfanti, Chief Financial Officer of the
Company.

 

Notes to Editors

 

Directa Plus (www.directa-plus.com) is one of the largest producers and
suppliers of graphene-based products for use in consumer and industrial
markets. The Company's graphene manufacturing capability uses proprietary
patented technology based on a plasma super expansion process. Starting from
natural graphite, each step of Directa Plus' production process - expansion,
exfoliation and drying - creates graphene-based materials and hybrid graphene
materials ready for a variety of uses and available in various forms such as
powder, liquid and paste.

 

This proprietary production process uses a physical process, rather than a
chemical process, to process graphite into pristine graphene nanoplatelets,
which enables Directa Plus to offer a sustainable, nontoxic product, without
unwanted by-products.

 

Directa Plus' products are made of hybrid graphene materials and graphene
nano-platelets. The products (marketed as G+(R)) have multiple applications
due to its properties. These G+(R) products can be categorised into various
families, with different products being suitable for specific practical
applications.

 

Directa Plus was established in 2005 and is based in Lomazzo (Como, Italy) and
has been listed on the AIM market of the London Stock Exchange since May 2016.
Directa Plus holds the Green Economy Mark from London Stock Exchange which
recognises companies that contribute to the global green economy.

 

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