TIDMDFX
RNS Number : 8450L
Defenx plc
23 April 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS
OF SUCH JURISDICTION.
DEFENX PLC
("Defenx" or the "Company")
Result of Open Offer and General Meeting
On 6 April 2018, Defenx (AIM: DFX) announced proposals to raise
GBP1.2 million (gross) (approximately EUR1.38 million) by way of an
issue of, in aggregate, 14,962,899 New Ordinary Shares at a price
of 8 pence per New Ordinary Share, further details of which were
set out in the circular dispatched to Shareholders on that day (the
"Circular").
The Fundraising, comprising a Subscription of 10,564,676
Subscription Shares and an Open Offer of 4,398,223 Open Offer
Shares, was conditional upon, inter alia, the passing of the
Resolutions at the General Meeting.
Commenting on this announcement, Tony Reeves, Chairman of Defenx
said:
"We are pleased to have today finalised the Fundraising, which
we believe was the best opportunity available to the Company to
allow it to continue trading and start to implement its new Defenx
2020 strategy. We would like to thank our shareholders for their
support in the Open Offer and we look to the future of Defenx with
confidence."
General Meeting
In order to comply with the City Code on Takeovers and Mergers,
Resolution 1, concerning the waiver of obligations under Rule 9 of
the City Code in connection with the participation of BV Tech in
the Fundraising (the "Whitewash Resolution"), was passed by means
of a poll of Independent Shareholders. Accordingly, BV Tech did not
vote on the Whitewash Resolution. Votes cast pursuant to the poll
on the Whitewash Resolution were 2,556,395 in favour and 1,014,704
against.
Accordingly, the Company is pleased to announce that, at its
General Meeting held today, all of the Resolutions set out in the
Notice of General Meeting, were duly passed.
Open Offer
Under the Open Offer, Qualifying Shareholders were able to
subscribe for Open Offer Shares on the basis of 1 Open Offer Share
for every 3 Existing Ordinary Shares held on the Record Date (being
3 April 2018). The Open Offer closed for acceptances at 11.00 a.m.
on 20 April 2018.
The Open Offer Shares were not placed subject to clawback nor
were they underwritten, but BV Tech applied for its Open Offer
Entitlements being, in aggregate, 1,212,212 Open Offer Shares, as
well as agreeing to subscribe for any additional Open Offer Shares
not subscribed for by other Shareholders.
Qualifying Shareholders, other than BV Tech, applied for, in
aggregate, 1,504,377 Open Offer Shares pursuant to their Open Offer
Entitlements and all Qualifying Shareholders who validly applied
for Open Offer Shares pursuant to their Open Offer Entitlements
will receive the full amount of Open Offer Shares they applied
for.
As a result, 1,681,634 Open Offer Shares were available under
the Excess Application Facility and valid acceptances were received
in respect of 5,710,211 Excess Open Offer Entitlements,
representing excess applications of approximately 240 per cent.
above those available under the Excess Application Facility.
Accordingly, each Qualifying Shareholder applying for Excess Open
Offer Entitlements will be scaled back and will receive
approximately 29.4 per cent. of their excess application pursuant
to the Excess Application Facility.
Accordingly, Defenx has received valid acceptances in respect of
4,398,223 Open Offer Shares from Qualifying Shareholders, which
represents 100 per cent. of the Open Offer Shares offered.
Admission
Application has been made to the London Stock Exchange for
14,962,899 New Ordinary Shares to be admitted to trading on AIM
pursuant to the Fundraising. It is expected that Admission will
occur at 8.00 a.m. on 26 April 2018.
Following Admission, the Company's total issued share capital
will comprise 28,157,570 Ordinary Shares with voting rights. This
figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in,
securities of the Company under the FCA's Disclosure and
Transparency Rules. The New Ordinary Shares will rank pari passu in
all respects with the existing Ordinary Shares in issue, including
the right to receive all dividends and other distributions
declared.
Interests in Ordinary Shares
BV Tech subscribed for 10,564,676 Subscription Shares and has
been allotted 1,212,212 Open Offer Shares. Accordingly, following
Admission, BV Tech will be interested in 15,413,526 Ordinary
Shares, representing approximately 54.74 per cent. of the Company's
Enlarged Share Capital.
The Directors' interests following completion of the Fundraising
are as follows:
Number of
Ordinary
Shares interested
New Ordinary Total number in upon
Shares subscribed of Ordinary Admission
for, in Shares as a percentage No. of
aggregate, held following of the Enlarged options
Name of Director in the Fundraising Admission Share Capital held
Anthony Reeves - 31,250 0.11 15,625
Andrea Stecconi - 1,826,836 6.49 -
Philipp Prince - 71,255 0.25 167,000
Raffaele Boccardo(1) 11,776,888 15,413,526 54.74 -
Leonard Seelig - 25,000 0.09 12,500
Notes:
(1) Mr Boccardo is deemed to be beneficially interested in the
Ordinary Shares held by BV Tech on account of his 86.44 per cent.
interest in BV Tech
On Admission, as the Ordinary Shares in which BV Tech will be
interested together carry more than 50 per cent. of the voting
rights in the Company, it will therefore be free to increase its
aggregate holding of Ordinary Shares without any obligation to make
a general offer for the Company under the provisions of Rule 9 of
the City Code.
Defined terms used in this announcement not otherwise defined
shall have the same meaning as those terms defined and used in the
Circular.
For more information, please contact:
Defenx PLC 020 3769 0687
Alessandro Poerio - Chief Executive Officer
Philipp Prince - Chief Financial Officer
IFC Advisory (Financial PR and IR) 020 3934 6630
Tim Metcalfe / Graham Herring / Heather Armstrong
Strand Hanson Limited (Nominated and Financial Adviser) 020 7409 3494
Angela Hallett / Richard Tulloch / James Bellman
WH Ireland (Broker) 020 7220 1666
Adrian Hadden / Alex Bond
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014.
PCA Notification
1. Details of the person discharging managerial
responsibilities / person closely associated
--- -------------------------------------------------------------------
a) Name BV Tech S.p.A
--- ------------------------------- ----------------------------------
2. Reason for the Notification
--- -------------------------------------------------------------------
a) Position/status Persons closely associated
with Raffaele Boccardo, Director
of the Company
--- ------------------------------- ----------------------------------
b) Initial notification/amendment Initial notification
--- ------------------------------- ----------------------------------
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or
auction monitor
--- -------------------------------------------------------------------
a) Name Defenx Plc
--- ------------------------------- ----------------------------------
b) LEI 213800FCV2PPFYGJHP43
--- ------------------------------- ----------------------------------
4. Details of the transaction(s):section to be
repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date;
and (iv)each place where transactions have
been conducted
--- -------------------------------------------------------------------
a) Description of the Ordinary shares of 1.8p each
Financial instrument, in the share capital of the
type of instrument Defenx Plc
--- ------------------------------- ----------------------------------
Identification code GB00BYNF4J61
--- ------------------------------- ----------------------------------
b) Nature of the Transaction Participation in Subscription
and Open Offer
--- ------------------------------- ----------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
---------- -----------
8 pence 11,776,888
---------- -----------
--- ------------------------------- ----------------------------------
d) Aggregated information N/A (Single transaction)
Aggregated volume
Price
--- ------------------------------- ----------------------------------
e) Date of the transaction 26 April 2018
--- ------------------------------- ----------------------------------
f) Place of the transaction Outside a trading venue
--- ------------------------------- ----------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMIJMRTMBMTBLP
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April 23, 2018 13:13 ET (17:13 GMT)
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