NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO OR WITHIN THE UNITED STATES,
AUSTRALIA, NEW ZEALAND, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE
OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON
TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY
APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR").
15 November 2024
Duke Capital
Limited
("Duke Capital",
"Duke" or the "Company")
Result of
Placing
Further to its announcement made on
14 November 2024 regarding a proposed fundraising to raise a
minimum of £15 million by way of a placing, subscription, retail
offer and broker option (the "Fundraising"), the Company is pleased to
announce that, following the closing of the accelerated bookbuild,
it has conditionally raised gross proceeds of £17.2 million
(before expenses) under the Placing and Subscription, at the Issue
Price of 27.5 pence per share, comprising 56,836,367 Placing Shares and
5,709,089 Subscription Shares.
Cavendish and Canaccord are acting
as agents for and on behalf of the Company in respect of the
Placing.
Separately, the Company announced a
Retail Offer to raise up to an additional £3 million through the
BookBuild Platform and a Broker Option pursuant to which additional
orders for New Shares may be placed with the Joint Brokers. The
result of the Retail Offer, Broker Option and final amount raised
pursuant to the Fundraising is expected to be announced by the
Company on or around 22 November 2024.
Related party transactions
Certain of the Company's Directors
(the "Subscribing Directors"), have subscribed for an
aggregate of 2,909,089 New Shares in the Fundraising at the Issue
Price, as follows:
Name
|
Number of New Shares conditionally
acquired by relevant person
|
Neil Johnson
|
363,636
|
Nigel Birrell
|
363,636
|
Arlington Group Asset Management
Limited (1)
|
1,818,181
|
Maree Wilms
|
363,636
|
(1) Arlington Group Asset
Management Limited, an entity in which Charlie Cannon-Brookes,
Executive Director, has a 50 per cent. interest.
The
participation of the Subscribing Directors each constitutes related
party transactions under Rule 13 of the AIM Rules.
Accordingly, Matthew Wrigley as independent director,
having consulted with the Company's Nominated Adviser, Cavendish
Capital Markets Limited, considers that the terms of the
participation in the Fundraising by the Subscribing Directors are
fair and reasonable insofar as the Company's Shareholders are
concerned.
Extraordinary General
Meeting
The
Fundraising and the issue of the New Shares are conditional upon,
among other things, the Resolution being duly passed by
Shareholders at the Extraordinary
General Meeting.
The
Circular, containing further details of the Fundraising and notice
of the General Meeting to be held on or around 11.00 a.m.
on 3
December 2024 to, inter alia,
approve the resolution required to implement the Fundraising, is
expected to be published and despatched to Shareholders on or
around 15 November 2024. Following its publication, the Shareholder
Circular will be available on the Group's
website www.dukecapital.com/investors-info/.
Admission, Settlement and
Dealings
Application will be made to the London Stock Exchange for
admission of the New Shares to trading on AIM, being the market of
that name operated by the London Stock Exchange.
It is
expected that admission of the New Shares will take place on or
around 8.00 a.m. on 4 December 2024 and that dealings
in the New Shares on AIM will commence at the same time.
In
addition to the passing of the Resolution at the General Meeting,
the Placing, Broker Option and Subscription, are conditional
upon, inter alia,
Admission becoming effective. The Placing and Broker Option is not
subject to clawback under the Retail Offer.
A
further announcement will be made in relation to total voting
rights in the Company's share capital following the announcement of
the results in respect of the Broker Option, Retail Offer and
accordingly the final number of New Shares to be issued pursuant to
the Fundraising.
Capitalised terms used in this announcement (this
"Announcement") have the
meanings given to them in the Company's announcement dated 14
November 2024 released at 5:02pm, unless the context provides
otherwise.
This
announcement should be read in conjunction with the full text of
the Circular to be posted to Shareholders on or
around15 October 2024, a copy of which shall be available on the Company's website
at www.dukecapital.com/investors-info/.
***ENDS***
For further information, please
visit https://dukecapital.com/ or
contact:
Duke Capital Limited
|
Neil Johnson / Charles Cannon
Brookes / Hugo Evans
|
+44 (0)
1481 231 816
|
Cavendish Capital Markets Limited
(Nominated Adviser and Joint Broker)
|
Stephen Keys / Callum Davidson /
Michael Johnson
|
+44 (0)
207 220 0500
|
|
|
|
Canaccord Genuity Limited
(Joint Broker)
|
Adam James / Harry Rees
|
+44 (0)
207 523 8000
|
SEC Newgate (Financial
Communications)
|
Elisabeth Cowell / Alice Cho /
Matthew Elliott
|
+ +44 (0)
20 3757 6882 dukecapital@secnewgate.co.uk
|
About Duke Capital
Duke is a leading provider of hybrid
capital solutions for SME business owners in Europe and North
America, combining the best features of both equity and
debt.
Since 2017, Duke has provided unique
long-term financing which eliminates re-financing risk and
necessity for a short-term exit by providing a unique 'corporate
mortgage' while also aligning its returns to grow with the success
of the business.
Duke is focused on generating
attractive risk-adjusted returns for shareholders and has a track
record of achieving this across market cycles. It's three
investment pillars are capital preservation, attractive dividend
yield, and to provide upside upon exits. Duke is listed on
the AIM market under the ticker DUKE and is headquartered in
Guernsey.