TIDMDCTA
RNS Number : 3209K
Directa Plus PLC
13 December 2018
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF
THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL.
13 December 2018
DIRECTA PLUS PLC
("Directa Plus" or the "Company")
Open Offer to raise up to approximately GBP1.0 million
Directa Plus (AIM: DCTA), a producer and supplier of
graphene-based products for use in consumer and industrial markets,
is pleased to announce that further to the announcement released at
11.30 a.m. on 12 December 2018 relating, amongst other things, to
the proposed Open Offer, the Company will today launch an Open
Offer which will enable all Qualifying Shareholders to apply for an
aggregate of up to 2,009,673 Open Offer Shares at the Issue Price
to raise up to approximately GBP1.0 million (before expenses).
Further Details of the Open Offer
Qualifying Shareholders will have a basic entitlement of 1 Open
Offer Share for every 22 Existing Ordinary Shares held. There will
also be the opportunity for Qualifying Shareholders to make
applications for new Ordinary Shares in the Open Offer in excess of
their entitlements which may be awarded to the extent that other
Qualifying Shareholders do not take up their entitlements.
Application will be made to the London Stock Exchange for the
Open Offer Shares to be admitted to trading on AIM. On the
assumption that, amongst other things, Resolutions 1 and 2 are
passed by Shareholders at the General Meeting, it is expected that
Second Admission will become effective and that dealings in the
Open Offer Shares will commence at 8.00 a.m. on 9 January 2019
(being the business day following the General Meeting).
Circular and Notice of General Meeting
The Company will publish a Circular today in connection with the
Conditional Placing and Open Offer, which will contain a notice
convening the General Meeting in order to approve certain matters
necessary to implement the Conditional Placing and the Open Offer.
Full details of the Open Offer, to be undertaken at the Issue
Price, will also be included in the Circular.
A copy of the Circular will be made available on the Company's
website http://www.directa-plus.com.
The General Meeting is expected to be convened for 11.00 a.m. on
8 January 2019 and will take place at the Company's registered
office at 3(rd) floor, 11-12 St. James's Square, London, SW1Y 4LB.
The actions that Shareholders should take to vote on the
Resolutions and/or apply for Open Offer Shares will be set out in
the Circular, along with the recommendations of the Directors.
Expected Timetable of Principle Events
Record Date for the Open Offer 6.00 p.m. on 10 December
2018
Announcement of the Firm and Conditional 12 December 2018
Placing
Announcement of the Open Offer 13 December 2018
Ex-entitlement date for the Open Offer 8.00 a.m. on 13 December
2018
Publication of Circular and Application 13 December 2018
Form
Open Offer Entitlements and Excess as soon as possible
CREST Open Offer Entitlements credited after 8.00 a.m. on 14
to stock accounts of Qualifying CREST December 2018
Shareholders
First Admission and commencement of 8.00 a.m. on 17 December
dealings in Firm Placing Shares commence 2018
Recommended latest time for requesting 4.30 p.m. on 28 December
withdrawal of Open Offer Entitlements 2018
and Excess CREST Open Offer Entitlements
from CREST
Latest time for depositing Open Offer 3.00 p.m. on 31 December
Entitlements and Excess CREST Open 2018
Offer Entitlements in to CREST
Latest time and date for splitting 3.00 p.m. on 2 January
of Application Forms (to satisfy bona 2019
fide market claims only)
Latest time and date for receipt of 11.00 a.m. on 4 January
completed Application Forms and payment 2019
in full under the Open Offer and settlement
of relevant CREST instructions (as
appropriate)
Latest time and date for receipt of 11.00 a.m. on 4 January
Forms of Proxy for use at the General 2019
Meeting
Announce result of Open Offer 7 January 2019
General Meeting 11.00 a.m. on 8 January
2019
Second Admission and commencement 8.00 a.m. on 9 January
of dealings in Conditional Placing 2019
Shares and Open Offer Shares commence
CREST members' accounts credited in as soon as possible
respect of Placing Shares and Open after 8.00 a.m. on 9
Offer Shares in uncertificated form January 2019
Dispatch of definitive share certificates 23 January 2019
for the Placing Shares Open Offer
Shares in certificated form
For further information please visit
http://www.directa-plus.com/ or contact:
Directa Plus plc +39 02 36714458
Giulio Cesareo, CEO
Marco Ferrari, CFO
Cantor Fitzgerald Europe (Nominated Adviser
and Joint Broker) +44 20 7894 7000
Rick Thompson, Philip Davies, Will Goode
(Corporate Finance)
Caspar Shand Kydd (Sales)
N+1 Singer (Joint Broker) +44 20 7496 3069
Mark Taylor, Lauren Kettle (Corporate
Finance)
Mia Gardner (Corporate Broking)
Tavistock (Financial PR and IR) +44 20 7920 3150
Simon Hudson, Sophie Praill, Edward Lee
About Directa Plus
Directa Plus is principally focused on the two sectors in which
it has a strong commercial advantage through developed and launched
products and a technological lead: environmental (based on our
Grafysorber(R) product) and textiles (based on our G+ products). In
addition, the Company will continue to pursue opportunities in
elastomers and composites (including tyres and asphalt), also using
G+ products. All Directa Plus products are hypoallergenic,
non-toxic and sustainably produced.
The person responsible for arranging the release of this
announcement on behalf of Directa Plus is Marco Ferrari, Chief
Financial Officer.
Definitions
The following definitions apply throughout this announcement,
unless the context requires otherwise.
"AIM" a market operated by London
Stock Exchange;
"AIM Rules" the AIM Rules for Companies
as published by London Stock
Exchange from time to time;
--------------------------------------
"Application Form" the personalised application
form that will be posted on
13 December 2018 for use by
Qualifying Non-CREST Shareholders
in connection with the Open
Offer;
--------------------------------------
"Board" or "Directors" the board of directors of the
Company;
--------------------------------------
"Circular" the circular expected to be
published later today in connection
with the Conditional Placing
and Open Offer and containing
the Notice of General Meeting;
--------------------------------------
"Company" or "Directa Plus" Directa Plus plc, a company
incorporated in England & Wales
and with registered number 04679109;
--------------------------------------
"Conditional Placing" the proposed conditional placing
by Cantor Fitzgerald and N+1
Singer of the Conditional Placing
Shares at the Issue Price;
--------------------------------------
"Conditional Placing Shares" the 2,044,000 new Ordinary Shares
to be conditionally placed by
Cantor Fitzgerald and N+1 Singer
pursuant to the Conditional
Placing;
--------------------------------------
"CREST" the relevant system (as defined
in the CREST Regulations) for
paperless settlement of share
transfers and the holding of
shares in uncertificated form
which is administered by Euroclear
UK & Ireland Limited;
--------------------------------------
"CREST Regulations" the Uncertificated Securities
Regulations 2001(SI 2001/3755)
(as amended);
--------------------------------------
"Existing Ordinary Shares" the Ordinary Shares in issue
at the date of this announcement;
--------------------------------------
"Firm Placing" the placing by Cantor Fitzgerald
and N+1 Singer of the Firm Placing
Shares at the Issue Price;
--------------------------------------
"Firm Placing Shares" the 4,256,000 new Ordinary Shares
which are to be placed by Cantor
Fitzgerald and N+1 Singer pursuant
to the Firm Placing;
--------------------------------------
"First Admission" admission of the Placing Shares
to trading on AIM, in accordance
with Rule 6 of the AIM Rules;
--------------------------------------
"General Meeting" the general meeting of the Company
convened for 11.00 a.m. on 8
January 2019 and any adjournment
thereof, notice of which is
to be set out in the Circular;
--------------------------------------
"Issue Price" 50 pence per new Ordinary Share;
--------------------------------------
"Notice of General Meeting" the notice of the General Meeting
to be set out at the end of
the Circular;
--------------------------------------
"Open Offer" the conditional offer to Qualifying
Shareholders, constituting an
invitation to apply for the
Open Offer Shares on the terms
and subject to the conditions
set out in the Circular and,
in the case of Qualifying Non-CREST
Shareholders, in the Application
Form;
--------------------------------------
"Open Offer Shares" up to 2,009,673 new Ordinary
Shares to be issued by the Company
pursuant to the Open Offer subject,
inter alia, to the passing of
Resolutions 1 and 2;
--------------------------------------
"Ordinary Shares" ordinary shares of 0.25 pence
each in the capital of the Company;
--------------------------------------
"Placing Shares" together the Firm Placing Shares
and Conditional Placing Shares;
--------------------------------------
"Qualifying CREST Shareholders" Qualifying Shareholders holding
Existing Ordinary Shares in
uncertificated form via CREST;
--------------------------------------
"Qualifying Non-CREST Shareholders" Qualifying Shareholders holding
Existing Ordinary Shares in
certificated form;
--------------------------------------
"Qualifying Shareholders" Shareholders whose Ordinary
Shares are on the register of
members of the Company at the
close of business on the Record
Date with the exclusion (subject
to exemptions) of persons with
a registered address or located
or resident outside the United
Kingdom;
--------------------------------------
"Record Date" 6.00 p.m. on 10 December 2018;
--------------------------------------
"Resolutions" the resolutions to be proposed
at the General Meeting, details
of which are to be set out in
the Notice of General Meeting;
--------------------------------------
"Shareholders" holders of Ordinary Shares;
and
--------------------------------------
"Second Admission" admission of the Conditional
Placing Shares and Open Offer
Shares to trading on AIM, in
accordance with Rule 6 of the
AIM Rules.
--------------------------------------
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END
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