TIDMGHT
RNS Number : 1157A
Gresham Technologies PLC
28 May 2021
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT
FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMENDED.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER, RECOMMENDATION OR INVITATION
TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR
SUBSCRIBE FOR, ANY SECURITIES OF GRESHAM TECHNOLOGIES PLC. NEITHER
THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT
DECISION.
NEITHER THIS ANNOUNCEMENT, NOR ANY COPY OF IT, MAY BE TAKEN OR
TRANSMITTED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND 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 (EACH, A " RESTRICTED
JURISDICTION " ) .
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
28 May 2021
Gresham Technologies plc
PrimaryBid Offer
Gresham Technologies plc (LSE: "GHT", "Gresham", "Company"), the
leading software and services company that specialises in providing
solutions for data integrity and control, banking integration,
payments and cash management, is pleased to announce a conditional
offer for subscription via PrimaryBid (the "Retail Offer") of up to
625,000 new ordinary shares of 5 pence each (the "Ordinary Shares")
in the Company (the "Retail Offer Shares") at an issue price of 160
pence per Retail Offer Share (the "Issue Price "), which does not
represent any discount to the closing mid-market price of the
Ordinary Shares on 27 May 2021, being the latest practicable date
prior to this announcement.
The Company has also announced that it has, along with its
wholly-owned subsidiary, Gresham Enterprise Storage, Inc., entered
into a conditional agreement with the stockholders (the "Vendors")
of Electra Information Systems, Inc. ("Electra"), a US-based
provider of post-trade processing software solutions and services,
to purchase the entirety of the issued and outstanding shares of
common stock of Electra (the "Acquisition") on a debt free, cash
free basis for a total cash consideration of up to US$38.6 million
(GBP27.2 million) (the "Total Consideration") comprising US$28.95
million (GBP20.4 million) in upfront consideration (the "Initial
Consideration") and up to US$9.65 million (GBP6.8 million) (figures
based on an exchange rate of GBP GBP1.00 = US$ 1.419) in deferred
consideration (subject to the achievement of performance criteria).
The Company is also conducting a placing of new Ordinary Shares at
the Issue Price by way of an accelerated bookbuild process
being
undertaken by Nplus1 Singer Capital Markets Limited (the "Placing") as announced earlier today.
The Retail Offer and the Placing are each conditional on the new
Ordinary Shares to be issued pursuant thereto being admitted to the
premium listing segment of the Official List and to trading on the
London Stock Exchange's Main Market for listed securities
("Admission"). The Placing and Acquisition are, inter alia,
conditional on the approval by the requisite majorities of
shareholders of the applicable resolutions to be proposed at a
general meeting expected to be held at 10:00 a.m. on 21 June 2021.
Admission is expected to take place at 8.00 a.m. on 22 June 2021 .
The Retail Offer will not be completed without the Placing and
Acquisition also being completed. The Retail Offer is conditional
upon Admission becoming effective.
The Company will use the net proceeds raised by it in respect of
the Placing and Retail Offer and its existing cash resources to
fund the Initial Consideration payable in respect of the
Acquisition.
Retail Offer
The Company values its retail investor base and is therefore
pleased to provide private and other investors the opportunity to
participate in the Retail Offer by applying exclusively through the
PrimaryBid mobile app available on the Apple App Store and Google
Play. PrimaryBid does not charge investors any commission for this
service.
The Retail Offer, made via the PrimaryBid mobile app, will be
open to individual and institutional investors following the
release of this announcement. The Retail Offer is expected to close
no later than 11:00 a.m. on 28 May 2021. The Retail Offer may also
close early if it is oversubscribed.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid also reserve the right to
reject any application for subscription made under the Retail Offer
without giving any reason therefor.
No commission or other fees will be charged to investors on
applications to participate in the Retail Offer made through
PrimaryBid. However, it is important to note that, once an
application for Retail Offer Shares has been made and accepted via
PrimaryBid, that application cannot be withdrawn.
For further information on PrimaryBid and the procedure for
applications under the Retail Offer, visit www.PrimaryBid.com or
email PrimaryBid at enquiries@primarybid.com.
The Retail Offer Shares will, when issued and fully paid, be
free of all liens, charges and encumbrances and will rank pari
passu in all respects with each other and with the Company's
existing Ordinary Shares and with those new Ordinary Shares to be
issued pursuant to the Placing .
G resham Technologies plc
Ian Manocha / Tom Mullan +44 (0) 207 653 0200
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury / James Deal
N +1 Singer, (Financial Adviser and Broker)
Shaun Dobson / Tom Salvesen / Jen Boorer
/ Iqra Amin +44 (0) 207 496 3000
Details of the Retail Offer
The Company highly values its retail investor base which has
supported the Company alongside institutional investors over many
years. Given the longstanding support of retail shareholders, the
Company believes that it is appropriate to provide retail and other
interested investors the opportunity to participate in the Retail
Offer. The Company is therefore making the Retail Offer available
exclusively through the PrimaryBid mobile app.
The Retail Offer is being made under the exemptions against the
need for a prospectus allowed under the Prospectus Rules made by
the Financial Conduct Authority pursuant to section 73A of FSMA
(the " Prospectus Rules ") . As such, there is no need for the
publication of a prospectus pursuant to the Prospectus Rules, or
for approval of the same by the Financial Conduct Authority in its
capacity as the UK Listing Authority. The Retail Offer is not being
made into any Restricted Jurisdiction or into any other
jurisdiction where it would be unlawful to do so.
There is a minimum subscription of GBP100 per investor under the
terms of the Retail Offer which is open to existing shareholders
and other investors subscribing via the PrimaryBid mobile app.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com . The terms and conditions on which the Retail
Offer is made, including the procedure for application and payment
for Retail Offer Shares, is available to all persons who register
with PrimaryBid.
Proposed investors should make their own investigations into the
merits of an investment in the Company. Nothing in this
announcement amounts to a recommendation to invest in the Company
or amounts to investment, taxation or legal advice.
It should be noted that a subscription for Retail Offer Shares
and an investment in the Company carries a number of risks.
Investors should consider the risk factors set out on
PrimaryBid.com and in the separate announcement made in respect of
the Placing and the Acquisition before making a decision to
subscribe for Retail Offer Shares. Investors should take
independent advice from a person experienced in advising on
investments in securities such as the Retail Offer Shares if they
are in any doubt.
Note to editors
Gresham Technologies plc is a software and services company that
specialises in providing real-time solutions for data integrity and
control, banking integration, payments and cash management. Listed
on the main market of the London Stock Exchange (GHT.L) and
headquartered in the City of London, its customers include some of
the world's largest financial institutions and corporates, all of
whom are served locally from offices located in the UK, Europe,
North America and Asia Pacific.
Gresham's award-winning Clareti software platform is a highly
flexible and scalable platform, available on-site or in the cloud,
designed to address today's most challenging financial control,
risk management, data governance and regulatory compliance
problems. Learn more at www.greshamtech.com .
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