SWG Shearwater Group Plc

TIDMSWG

RNS Number : 2286E

Shearwater Group PLC

16 October 2018

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement contains inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014 ("MAR").

16 October 2018

SHEARWATER GROUP PLC

("Shearwater" or the "Company" or the "Group")

Result of General Meeting

Result of Open Offer

Admission to trading on AIM

Shearwater Group plc (AIM: SWG) announces that at the General Meeting of the Company held today, all resolutions put to shareholders were duly passed. Accordingly, the acquisition of Brookcourt Solutions Limited, the Placing and the Open Offer, details of which were announced on 28 September 2018 are expected to complete, conditional on Admission, on 17 October 2018.

The Open Offer closed for applications at 11.00 a.m. on 15 October 2018 with valid applications under the Open Offer received from Qualifying Shareholders for 23,861,564 Open Offer Shares, representing 86.3% of the Open Offer Shares offered. Accordingly, Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full Open Offer Entitlement and any Open Offer Shares applied for under the Excess Application Facility. The total funds raised under the Open Offer is approximately GBP0.9 million (before expenses).

The total amount raised by investors in the Placing and Open Offer is approximately GBP17.6 million (before expenses) by way of:

-- the Placing of 463,000,000 New Ordinary Shares at 3.6 pence per share raising GBP16.7 million (before expenses); and

-- a further issue of 23,861,564 New Ordinary Shares at 3.6 pence per share to Qualifying Shareholders pursuant to the Open Offer raising approximately GBP0.9 million (before expenses).

Taken together, the Consideration Shares, Placing Shares and Open Offer Shares will result in the allotment of a total of 907,694,897 New Ordinary Shares.

Application for admission to trading on AIM of 907,694,897 New Ordinary Shares being issued pursuant to the Acquisition, Placing and Open Offer has been made and Admission is expected to take place on 17 October 2018. The New Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue.

In accordance with the provisions of the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following these issues, its issued share capital will comprise 1,903,067,121 Ordinary Shares of 1 pence each. All of these Ordinary Shares have equal voting rights and none of the Ordinary Shares are held in Treasury. The total number of voting rights in the Company will therefore be 1,903,067,121 on Admission.

This announcement should be read in conjunction with the full text of the Admission Document posted to Shareholders on 28 September 2018 (the "Admission Document"), copies of which are available on the Company's website at www.theshearwatergroup.co.uk. Capitalised terms in this announcement have the same meaning as given in the Admission Document.

Enquiries:

 
 Shearwater Group plc                        www.theshearwatergroup.co.uk 
  David Williams                              c/o Instinctif Partners 
  Michael (Mo) Stevens 
 Cenkos Securities plc - NOMAD and Broker 
  Max Hartley - NOMAD 
  Julian Morse / Michael Johnson - Sales     +44 (0) 20 7397 8900 
 Instinctif Partners - Financial PR          shearwater@instinctif.com 
  Adrian Duffield / Chantal Woolcock /        +44 (0) 20 7427 1412 
  Kay Larsen 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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