TIDMSKL
RNS Number : 1136U
Skillcast Group PLC
01 December 2021
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, NEW ZEALAND,
THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR ANY OTHER JURISDICTION
WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
1 December 2021
Skillcast Group plc
("Skillcast" or the "Company")
Admission to trading on AIM and first day of dealings
Skillcast Group plc (AIM: SKL), a provider of e-learning
software and content subscriptions and related professional
services, is pleased to announce that admission to AIM will occur,
and dealings in its shares will commence, at 08.00 a.m. today, 1
December 2021 ("Admission"). Dealings in the shares will commence
under the ticker "SKL". The ISIN number is 213800OV1WLNFL7YRY20 and
the SEDOL is BNLXS04.
Upon Admission, the Company will have a market capitalisation of
GBP33.1 million, following a successful fundraise of GBP4.5 million
at the placing price of 37 pence per ordinary share of 0.1 pence
each ("Ordinary Share"), comprising a placing of GBP3.5 million for
the Company and a further GBP1.0 million raise on behalf of selling
shareholders (together the "Placing").
The proceeds of the Placing receivable by the Company, together
with the Company's existing cash resources, will be invested in
technology development to scale up the Skillcast Portal, implement
client self-service, streamline the buyer journey, position the
Company's subscriptions on cloud marketplaces and in content
marketing to increase market penetration.
The Company's admission document is available to view from the
Skillcast website, www.skillcast.com.
Allenby Capital is acting as Nominated Adviser and sole Broker
to the Company.
Vivek Dodd, CEO of Skillcast commented:
"We are delighted to have achieved this important milestone
which marks the latest stage in the Company's development. I am
pleased to welcome our new shareholders and would like to thank
them for their support.
"We are excited to pursue the next stage of our long-term growth
strategy as a public company as we seek to maximise the Company's
potential."
For further information please contact:
Skillcast Group plc
Richard Amos, Chairman
Vivek Dodd, CEO
Chris Backhouse, CFO +44 (0) 207 929 5000
Allenby Capital Limited (Nominated Adviser
and Broker)
James Reeve / Piers Shimwell (Corporate
Finance)
Tony Quirke / Jos Pinnington (Corporate
Broking and Sales) +44 (0) 203 328 5656
IMPORTANT INFORMATION
This announcement does not constitute, or form part of, any
offer or invitation to sell, allot or issue, or any solicitation of
any offer to purchase or subscribe for, any securities in the
Company in any jurisdiction nor shall it, or any part of it, or the
fact of its distribution, form the basis of, or be relied on in
connection with or act as an inducement to enter into, any contract
or commitment therefor.
Recipients of this announcement who are considering subscribing
for or acquiring Ordinary Shares are reminded that any such
acquisition or subscription must be made only on the basis of the
information contained in the final Admission Document, which may be
different from the information contained in this announcement. No
reliance may be placed, for any purpose whatsoever, on the
information or opinions contained in this announcement or on its
accuracy, fairness or completeness. To the fullest extent permitted
by applicable law or regulation, no undertaking, representation or
warranty, express or implied, is given by or on behalf of the
Company, Allenby, or their respective parent or subsidiary
undertakings or the subsidiary undertakings of any such parent
undertakings or any of their respective directors, officers,
partners, employees, agents, affiliates, representatives or
advisers or any other person as to the accuracy, sufficiency,
completeness or fairness of the information, opinions or beliefs
contained in this announcement and, save in the case of fraud, no
responsibility or liability is accepted by any of them for any
errors, omissions or inaccuracies in such information, opinions or
beliefs or for any loss, cost or damage suffered or incurred,
howsoever arising, from any use, as a result of the reliance on, or
otherwise in connection with, this announcement.
Allenby Capital Limited, which is authorised and regulated by
the Financial Conduct Authority is acting only for the Company in
connection with the proposed Placing and Admission and is not
acting for or advising any other person, or treating any other
person as their respective client, in relation thereto, or
providing advice to any other person in relation to the matters
contained herein. Such persons should seek their own independent
legal, investment and tax advice as they see fit. Allenby's
responsibilities, as the Company's nominated adviser under the AIM
Rules for Nominated Advisers and AIM Rules for Companies will be
owed solely to the London Stock Exchange and not to the Company, to
any of its directors or to any other person in respect of a
decision to subscribe for or otherwise acquire Ordinary Shares in
reliance on the Admission Document. No representation or warranty,
express or implied, is made by Allenby or the Company or their
respective affiliates as to any of its contents.
In the United Kingdom, this announcement is for distribution
only to persons who are Qualified Investors within the meaning of
the Prospectus Regulation (Regulation (EU) 2017/1129, which is part
of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended by the Prospectus (Amendment, etc) (EU Exit) Regulations
2019) and who (i) fall within the definition of "investment
professional" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or
(ii) are high net worth companies, unincorporated associations or
partnerships or trustees of high value trusts as described in
article 49(2) of the Order or (iii) are persons to whom it may
otherwise be lawfully communicated (all such persons together being
referred to as "Relevant Persons").
In the European Economic Area (the "EEA"), this announcement is
only addressed to and directed at persons in member states of the
EEA who are "qualified investors" within the meaning of Article
2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified
Investors")
This announcement must not be acted or relied on (i) in the
United Kingdom, by persons who are not Relevant Persons and (ii) in
any member state of the EEA by persons who are not Qualified
Investors. Any investment activity to which this announcement
relates (i) in the United Kingdom is available only to, and may be
engaged in only with, Relevant Persons; and (ii) in any member
state of the EEA is available only to, and may be engaged only
with, Qualified Investors.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America,
Canada, Japan, New Zealand, the Republic of South Africa, Australia
or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such jurisdiction.
This announcement is not an offer of securities for sale into the
United States of America, Canada, Japan, New Zealand, the Republic
of South Africa, Australia. 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"), or with any securities
regulatory authority of any state or other jurisdiction of the
United States. The securities may not be offered or sold in the
United States, except pursuant to an applicable exemption from the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. No public offering of the
securities referred to herein is being made in the United
States.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
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, 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.
The date of Admission may be influenced by factors such as
market conditions. There is no guarantee that the Admission
Document will be published or that the Placing and Admission will
occur, and you should not base your financial decisions on the
Company's intentions in relation to the Placing and Admission at
this stage. Acquiring securities to which this announcement relates
may expose an investor to a significant risk of losing all of the
amount invested. The value of shares can decrease as well as
increase. This announcement does not constitute a recommendation
concerning the Placing. Persons considering an investment in such
investments should consult an authorised person specialising in
advising on such investments.
This announcement contains certain statements that are, or may
be, forward looking statements with respect to the financial
condition, results of operations, business achievements and/or
investment strategy of the Company. Such forward looking statements
are based on the Board's expectations of external conditions and
events, current business strategy and plans and the other
objectives of management for future operations, and estimates and
projections of the Company's financial performance. Though the
Board believes these expectations to be reasonable at the date of
this announcement, they may prove to be erroneous. Forward looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, achievements or
performance of the Group, or the industry in which the Group
operates, to be materially different from any future results,
achievements or performance expressed or implied by such forward
looking statements. Past performance cannot be relied upon as a
guide to future performance and should not be taken as a
representation that trends or activities underlying past
performance will continue in the future.
Certain figures in this announcement, including financial
information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
to the total figure given.
For the avoidance of doubt, the contents of the Company's
website is not incorporated by reference into, and do not form part
of, this announcement.
NOTICE TO DISTRIBUTORS
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, as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018; 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 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 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, Allenby Capital Limited has only procured 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
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