TIDMKETL
RNS Number : 9091B
Strix Group PLC
05 October 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
5 October 2022
Strix Group PLC
("Strix", the "Company" or the "Group")
Results of Placing
Further to the announcement earlier this morning of the proposed
placing of new ordinary shares in Strix (the "Placing
Announcement"), Strix is pleased to announce that it has
successfully raised approximately GBP13 million before expenses
under the Placing.
A total of 11,304,347 Placing Shares have been placed with new
and existing investors, conditional on Admission, at a price of 115
pence per Placing Share representing a discount of 10.0% to the
closing mid market price on 4 October 2022 (being the last
practicable day prior to the release of this Announcement) and 8.0%
when taking into account the interim dividend of 2.75p. The Placing
Shares represent 5.5% of the issued share capital of Strix.
Pursuant to the Placing, certain directors of the Company have
subscribed for Placing Shares as follows:
Director Position Previous % of Placing Placing Resulting Resulting
Holding total Amount Shares holding % of issued
issued share
share capital
capital held
held previously
Mark Bartlett CEO 2,611,987 1.26% GBP15,000 13,043 2,625,030 1.20%
---------- ---------- ----------------- ----------- -------- ---------- -------------
Raudres
Wong(1) CFO 1,890,417 0.91% GBP100,000 86,957 1,977,374 0.90%
---------- ---------- ----------------- ----------- -------- ---------- -------------
Gary Lamb(2) Chairman 294,400 0.14% GBP200,000 173,913 468,313 0.21%
---------- ---------- ----------------- ----------- -------- ---------- -------------
Richard
Sells NED - - GBP5,000 4,347 4,347 0.00%
---------- ---------- ----------------- ----------- -------- ---------- -------------
Mark Kirkland NED 20,135 0.01% GBP50,000 43,478 63,613 0.03%
---------- ---------- ----------------- ----------- -------- ---------- -------------
Total - 4,816,939 2.32% GBP370,000 321,738 5,138,677 2.35%
---------- ---------- ----------------- ----------- -------- ---------- -------------
1 Shares held in the name of her husband, Wing Yip Fong
2 Shares registered in the name of GEL Investments Limited, a
company controlled by Gary Lamb
Stifel and Zeus acted as joint bookrunners in connection with
the Placing.
Application has been made for the 11,304,347 Placing Shares to
be admitted to trading on AIM. It is expected that Admission will
occur at 8.00 a.m. on or around 11 October 2022. Following
Admission of the Placing Shares, the Company's issued ordinary
share capital will comprise 218,710,900 ordinary shares.
Therefore, following Admission of the Placing Shares, the total
number of ordinary shares with voting rights in the Company will be
218,710,900 which 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, the Company under the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules.
Other than where defined, capitalised terms used in this
announcement have the meanings given to them in the Placing
Announcement.
For further information:
For further enquiries, please contact:
Strix Group Plc Tel: +44 (0) 1624
829829
Mark Bartlett, CEO
Raudres Wong, CFO
+44 (0) 20 3829
Zeus (Joint Bookrunner) 5000
Nick Cowles / Jamie Peel / Jordan Warburton
/ Matt Hogg (Investment Banking)
Dominic King (Corporate Broking)
+44 (0) 20 7710
Stifel Nicolaus Europe Limited (Joint Bookrunner) 7600
Matthew Blawat / Francis North
+44 (0) 20 3934
IFC Advisory Limited (Financial PR and IR) 6630
Graham Herring / Tim Metcalfe / Florence Chandler
About Strix Group plc
Isle of Man based Strix, is a global leader in the design,
manufacture and supply of kettle safety controls and other
components and devices involving water heating and temperature
control, steam management and water filtration.
Strix's core product range comprises a variety of safety
controls for small domestic appliances, primarily kettles. Kettle
safety controls require precision engineering and intricate
knowledge of material properties in order to repeatedly function
correctly. Strix has built up market leading capability and
know-how in this field since being founded in 1982.
Strix is admitted to trading on the AIM Market of the London
Stock Exchange (AIM: KETL).
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Mark Bartlett
------------------------------------- -------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------
a) Position/status Chief Executive Officer
------------------------------------- -------------------------------------
b) Initial notification Initial notification
/Amendment
------------------------------------- -------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------
a) Name Strix Group plc
------------------------------------- -------------------------------------
b) LEI 213800KZEW5W6BZMNT62
------------------------------------- -------------------------------------
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 pence each
financial instrument,
type of instrument
Identification code ISIN: IM00BF0FMG91
------------------------------------- -------------------------------------
b) Nature of the transaction Purchase of ordinary shares
------------------------------------- -------------------------------------
c) Price(s) and volume(s)
---------------- ----------------
Price(s) Volume(s)
---------------- ----------------
115p 13,043
---------------- ----------------
d) Aggregated information N/A single transaction
- Aggregated volume
- Price
-------------------------------------- -----------------------------------------
e) Date of the transaction 5 October
------------------------------------- -------------------------------------
f) Place of the transaction Outside of a trading venue
------------------------------------- -------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Wing Yip Fong (3)
------------------------------------- ---------------------------------------
2 Reason for the notification
------------------------------------------------------------------------------
a) Position/status PCA of Raudres Wong, CFO of Strix
------------------------------------- ---------------------------------------
b) Initial notification Initial notification
/Amendment
------------------------------------- ---------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------------
a) Name Strix Group plc
------------------------------------- ---------------------------------------
b) LEI 213800KZEW5W6BZMNT62
------------------------------------- ---------------------------------------
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 pence each
financial instrument,
type of instrument
Identification code ISIN: IM00BF0FMG91
------------------------------------- ---------------------------------------
b) Nature of the transaction Purchase of ordinary shares
------------------------------------- ---------------------------------------
c) Price(s) and volume(s)
----------------- -----------------
Price(s) Volume(s)
----------------- -----------------
115p 86,957
----------------- -----------------
d) Aggregated information N/A single transaction
- Aggregated volume
- Price
-------------------------------------- -------------------------------------------
e) Date of the transaction 5 October
------------------------------------- ---------------------------------------
f) Place of the transaction Outside of a trading venue
------------------------------------- ---------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name GEL Investments Limited(4)
------------------------------------- ----------------------------------------
2 Reason for the notification
-------------------------------------------------------------------------------
a) Position/status A company controlled by Gary Lamb,
Non-executive Chairman of Strix
------------------------------------- ----------------------------------------
b) Initial notification Initial notification
/Amendment
------------------------------------- ----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------
a) Name Strix Group plc
------------------------------------- ----------------------------------------
b) LEI 213800KZEW5W6BZMNT62
------------------------------------- ----------------------------------------
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 pence each
financial instrument,
type of instrument
Identification code ISIN: IM00BF0FMG91
------------------------------------- ----------------------------------------
b) Nature of the transaction Purchase of ordinary shares
------------------------------------- ----------------------------------------
c) Price(s) and volume(s)
------------------ -----------------
Price(s) Volume(s)
------------------ -----------------
115p 173,913
------------------ -----------------
d) Aggregated information N/A single transaction
- Aggregated volume
- Price
-------------------------------------- --------------------------------------------
e) Date of the transaction 5 October
------------------------------------- ----------------------------------------
f) Place of the transaction Outside of a trading venue
------------------------------------- ----------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Richard Sells
------------------------------------- -------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------
a) Position/status Non-executive Director
------------------------------------- -------------------------------------
b) Initial notification Initial notification
/Amendment
------------------------------------- -------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------
a) Name Strix Group plc
------------------------------------- -------------------------------------
b) LEI 213800KZEW5W6BZMNT62
------------------------------------- -------------------------------------
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 pence each
financial instrument,
type of instrument
Identification code ISIN: IM00BF0FMG91
------------------------------------- -------------------------------------
b) Nature of the transaction Purchase of ordinary shares
------------------------------------- -------------------------------------
c) Price(s) and volume(s)
---------------- ----------------
Price(s) Volume(s)
---------------- ----------------
115p 4,347
---------------- ----------------
d) Aggregated information N/A single transaction
- Aggregated volume
- Price
-------------------------------------- -----------------------------------------
e) Date of the transaction 5 October
------------------------------------- -------------------------------------
f) Place of the transaction Outside of a trading venue
------------------------------------- -------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Mark Kirkland
------------------------------------- -------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------
a) Position/status Non-executive Director
------------------------------------- -------------------------------------
b) Initial notification Initial notification
/Amendment
------------------------------------- -------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------
a) Name Strix Group plc
------------------------------------- -------------------------------------
b) LEI 213800KZEW5W6BZMNT62
------------------------------------- -------------------------------------
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 pence each
financial instrument,
type of instrument
Identification code ISIN: IM00BF0FMG91
------------------------------------- -------------------------------------
b) Nature of the transaction Purchase of ordinary shares
------------------------------------- -------------------------------------
c) Price(s) and volume(s)
---------------- ----------------
Price(s) Volume(s)
---------------- ----------------
115p 43,478
---------------- ----------------
d) Aggregated information N/A single transaction
- Aggregated volume
- Price
-------------------------------------- -----------------------------------------
e) Date of the transaction 5 October
------------------------------------- -------------------------------------
f) Place of the transaction Outside of a trading venue
------------------------------------- -------------------------------------
3 Shares held by CFO, Raudres Wong, in the name of her husband, Wing Yip Fong
4 Shares registered in the name of GEL Investments Limited, a
company controlled by Gary Lamb
IMPORTANT NOTICE
This announcement (the "Announcement") do not constitute or form
part of, and should not be construed as, any offer to sell or issue
or a solicitation of an offer to buy, subscribe for or otherwise
acquire any securities in any jurisdiction. This Announcement is
not for publication or distribution, directly or indirectly, in
whole or in part, in or into the United States of America
(including its territories and possessions, any state of the United
States and the District of Columbia) (the "United States"),
Australia, Canada, Japan, the Republic of South Africa or any other
jurisdiction in which such publication or distribution would be
unlawful ("Restricted Jurisdiction") (or to any persons in a
Restricted Jurisdiction) unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction. Any failure to comply with this restriction may
constitute a violation of the applicable laws of such
jurisdictions. Persons needing advice should consult an independent
financial adviser.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States. This
Announcement is not an offer of securities for sale into the United
States. The securities referred to herein have not been and will
not be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), and may not be offered or sold in the
United States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the
United States.
No action has been taken by the Company, Stifel, Zeus or any of
their respective directors, officers, partners, agents, employees,
affiliates, advisors, consultants, persons connected with them as
defined in the Financial Services and Markets Act 2000, as amended
("FSMA") (together, "Affiliates") that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons receiving this Announcement are required to
inform themselves about and to observe any restrictions contained
in this Announcement.
This Announcement is directed at and is only being distributed
to: (A) if in a member state of the European Economic Area, persons
who are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129, as amended (the "EU Prospectus
Regulation"), (B) if in the United Kingdom, persons who are
"qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129, as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018, as amended (the
"UK Prospectus Regulation") and who (i) have professional
experience in matters relating to investments falling within the
definition of "investment professionals" in Article 19(5) of FSMA
(Financial Promotion) Order 2005, as amended (the "Order"); or (ii)
high net worth entities falling within Article 49(2)(a) to (d) of
the Order or (C) other persons to whom it may otherwise lawfully be
communicated (all such persons together being referred to as
"Relevant Persons"). No other person should act on or rely on this
Announcement and persons distributing this Announcement must
satisfy themselves that it is lawful to do so. By accepting the
terms of this Announcement, you represent and agree that you are a
Relevant Person. This Announcement must not be acted on or relied
on by persons who are not Relevant Persons. Any investment or
investment activity to which this Announcement relates is available
only to Relevant Persons and will be engaged in only with Relevant
Persons. As regards all persons other than Relevant Persons, the
details of the Placing set out in this Announcement are for
information purposes only.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the United Kingdom only in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person.
No prospectus has been or will be made available in connection
with the matters contained in this Announcement and no such
prospectus is required (in accordance with the EU Prospectus
Regulation and the UK Prospectus Regulation) to be published.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
None of the information in this Announcement has been independently
verified or approved by Stifel, Zeus or any of their respective
Affiliates.
Stifel and Zeus, each of which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, are acting
exclusively for the Company and for no one else 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 or any other matter referred to in this Announcement, and
will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor
for providing advice in relation to the Placing, or any other
matter referred to in this Announcement. The responsibilities of
Zeus as the Company's nominated adviser under the AIM Rules for
Companies and the AIM Rules for Nominated Advisers are owed solely
to the London Stock Exchange and are not owed to the Company or any
director, shareholder or any other person.
This Announcement is being issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of Stifel or Zeus or any of their respective Affiliates as
to, or in relation to, the accuracy, adequacy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
Recipients of this Announcement should conduct their own
independent investigation, evaluation and assessment of the merits
or otherwise of the business, data and property described in this
Announcement. This Announcement does not constitute a
recommendation concerning any investor's options with respect to
the Placing. The price and value of securities can go down as well
as up. Past performance is not a guide to future performance. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share of the Company for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per share of the Company.
The contents of this Announcement are not to be construed as legal,
business, financial, regulatory or tax advice. Each shareholder or
prospective investor should consult with his or her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business, regulatory or tax advice. Investing
in the Placing Shares involves a substantial degree of risk.
The Placing Shares will not be admitted to trading on any stock
exchange other than AIM.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Information to Distributors
UK product governance
Solely for the purposes of the product governance requirements
contained within of Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK 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 securities are: (i) compatible with an end
target market of investors who meet the criteria of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in Chapter 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all permitted distribution
channels (the "UK Target Market Assessment"). Notwithstanding the
UK Target Market Assessment, distributors should note that: (a) the
price of the Placing Shares may decline and investors could lose
all or part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) 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 UK 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 UK 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 UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; 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.
EEA product governance
Solely for the purposes of 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 the Placing Shares are: (i) compatible
with an end target market 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 distribution channels 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
Company's ordinary 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
ROIFLFFLIILEIIF
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