TIDMBIDS
RNS Number : 0106C
Bidstack Group PLC
06 October 2022
THIS 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, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE
UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 .
6 October 2022
Bidstack Group PLC
("Bidstack" or the "Company")
Results of Placing and Subscription
Bidstack Group plc (AIM: BIDS), the in-game advertising and
video game monetisation platform, is pleased to announce the
results of an equity fundraise consisting of a conditional placing
(the "Placing") and a subscription by Irdeto B.V. (the
"Subscription") announced on 5 October 2022.
The Placing accounts for a total of 175,438,596 new ordinary
shares (comprising EIS/VCT Placing Shares and General Placing
Shares) of GBP0.005 each in the capital of the Company (the
"Placing Shares") that were placed by Stifel Nicolaus Europe
Limited, acting as the sole bookrunner in connection with the
Placing, with institutional and other investors at a price of 2.85
pence per Placing Share (the "Placing Price"). There was also a
total of 175,438,596 Subscription Shares that were subscribed for
by Irdeto in cash at the Placing Price, raising gross proceeds of
GBP10 million.
The Placing Shares and the Subscription Shares will, when
issued, represent, in aggregate, circa 38 per cent. of Bidstack's
issued ordinary share capital immediately prior to the Placing and
Subscription.
The Placing Price of 2.85 pence per Placing Share represents a
nil discount to the closing middle market price of 2.85 pence per
Ordinary Share on 05 October 2022, being the last practicable
dealing date prior to the date of this announcement, and a 4 per
cent. premium to the 10 day volume weighted average price of 2.73
pence per Ordinary Share up to and including 05 October 2022.
The Placing Shares and the Subscription Shares will, when
issued, be subject to the Company's articles of association. They
will be credited as fully paid and will rank pari passu in all
respects with the existing Ordinary Shares in issue, including the
right to receive all future dividends and distributions declared,
made or paid on or in respect of such Ordinary Shares by reference
to a record date falling after their date of issue.
A further announcement will be made after market close today
announcing the result of the REX Retail Offer.
Related Party Transaction
As Canaccord Genuity ("Canaccord") holds 10.64 per cent. of the
Existing Ordinary Shares, Canaccord is a related party of the
Company pursuant to the AIM Rules. Consequently, the participation
of Canaccord in the Placing constitutes a related party transaction
for the purposes of AIM Rule 13. The directors of the Company
consider, having consulted with SPARK, the Company's nominated
adviser, that the terms of Canaccord's subscription for Placing
Shares are fair and reasonable in so far as Shareholders are
concerned.
Application for admission to trading
Subject to the approval by Shareholders of the Resolutions at
the General Meeting, application will be made to the London Stock
Exchange for admission of the EIS/VCT Placing Shares and the
General Placing Shares to trading on AIM.
It is expected that EIS/VCT Admission will occur at 8.00 a.m. on
27 October 2022 (or such later time or date as Stifel and SPARK may
agree with the Company, being no later than 8.00 a.m. on the Long
Stop Date) and that dealings in the EIS/VCT Placing Shares will
commence at that time.
It is expected that General Admission will occur at 8.00 a.m. on
28 October 2022 (or such later time or date as Stifel and SPARK may
agree with the Company, being no later than 8.00 a.m. on the Long
Stop Date) and that dealings in the General Placing Shares will
commence at that time.
Posting of Circular and Notice of General Meeting
The issue of the New Ordinary Shares is conditional, inter alia,
on the passing by Shareholders of certain resolutions at a General
Meeting of the Company, which is to be held at 11:00 a.m. on 25
October 2022 at Plexal Here East, 14 East Bay Lane, London, United
Kingdom, E15 2GW. The notice convening the General Meeting will be
set out in the Circular expected to be sent to Shareholders
tomorrow together with a form of proxy for the General Meeting. The
Circular will be available on the Company's website at
https://www.bidstack.com/.
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the placing announcement of the
Company released at 4:35 p.m. (BST) on 5 October 2022.
Contacts
Bidstack Group Plc
James Draper, CEO via Buchanan
Stifel Nicolaus Europe Limited (Sole
Bookrunner and Broker) +44 (0) 20 7710
Fred Walsh / Tom Marsh / Anthony Yamson 7600
SPARK Advisory Partners Limited (Nomad) +44 (0) 203 368
Mark Brady / Neil Baldwin / James Keeshan 3550
Buchanan Communications Limited
Chris Lane / Stephanie Whitmore / Kim
van Beeck +44 (0) 20 7466
bidstack@buchanan.uk.com 5000
IMPORTANT NOTICE
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan, or the
Republic of South Africa or to any persons in any of those
jurisdictions or any other jurisdiction where to do so would
constitute a violation of the relevant securities laws of such
jurisdiction. This Announcement is for information purposes only
and does not constitute an offer to sell or issue, or the
solicitation of an offer to buy, acquire or subscribe for any
shares in the capital of the Company in the United States,
Australia, Canada, Japan or the Republic of South Africa or any
other state or jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such
offer or solicitation. Any failure to comply with these
restrictions may constitute a violation of securities laws of such
jurisdictions.
The Placing Shares and the Subscription Shares have not been,
and will not be, registered under the US Securities Act of 1933, as
amended (the "US Securities Act"), or under any securities laws of
any state or other jurisdiction of the United States and may not be
offered, sold, resold, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an
applicable exemption from the registration requirements of the US
Securities Act and in compliance with the securities laws of any
state or other jurisdiction of the United States. There is no
intention to register any portion of the Placing or the
Subscription in the United States or to conduct any public offering
of securities in the United States or elsewhere.
Notice to all investors
Stifel Nicolaus Europe Limited ("Stifel") is authorised and
regulated in the United Kingdom by the FCA. Stifel is acting
exclusively as sole broker and bookrunner to the Company in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Placing and will not be responsible to anyone other
than the Company for providing the protections afforded to their
respective clients or for providing advice in relation to the
Placing or any transaction, matter or arrangement described in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed upon Stifel by the Financial Services and Markets
Act 2000, as amended ("FSMA") or the regulatory regime established
thereunder, neither Stifel nor any of its affiliates, directors,
officers, employees, agents or advisers accepts any responsibility
whatsoever, and no representation or warranty, express or implied,
is made or purported to be made by any of them, or on their behalf,
for or in respect of the contents of this Announcement, including
its accuracy, completeness, verification or sufficiency, or
concerning any other document or statement made or purported to be
made by it, or on its behalf, in connection with the Company, the
Placing Shares, the Placing and the Subscription, and nothing in
this announcement is, or shall be relied upon as, a warranty or
representation in this respect, whether as to the past or future.
Each of Stifel and its affiliates, directors, officers, employees,
agents and advisers disclaim, to the fullest extent permitted by
law, all and any liability whether arising in tort, contract or
otherwise which they might otherwise be found to have in respect of
this announcement or any such statement.
No person has been authorised to give any information or to make
any representations other than those contained in this Announcement
and, if given or made, such information or representations must not
be relied on as having been authorised by the Company or Stifel.
Subject to the AIM Rules, the Prospectus Regulation Rules and the
Disclosure Guidance and Transparency Rules of the FCA, the issue of
this Announcement shall not, in any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date of this Announcement or that the information
in it is correct as at any subsequent date.
Information to Distributors
Solely for the purposes of Article 9(8) of Commission Delegated
Directive 2017/593 (the "Delegated Directive") regarding the
responsibilities of manufacturers under the product governance
requirements contained within: (a) EU Directive 2014/65/EU on
markets in financial instruments, as amended ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(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 Placing Shares have been subject to a
product approval process, which has determined that such Placing
Shares are: (i) compatible with the target market for the Placing
of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
eligible distribution channels for dissemination of the Placing
Shares, each as set out in this Announcement, as are permitted by
MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing 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 Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
ROIFIFIDIVLRIIF
(END) Dow Jones Newswires
October 06, 2022 03:06 ET (07:06 GMT)
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