TIDMTIDE
RNS Number : 3796U
Crimson Tide PLC
01 April 2021
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN, IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR
FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS
2019/310
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
1 April 2021
Crimson Tide plc
("Crimson Tide" or the "Company")
Result of Placing
Crimson Tide (AIM: TIDE), the provider of the mpro5 mobile
platform, is pleased to announce that, further to the announcement
made earlier today (the "Placing Announcement"), it has
successfully completed the oversubscribed Placing which is now
closed.
The Placing has raised GBP6.0 million (before expenses) through
the placing of 200,000,000 new Ordinary Shares at an Issue Price of
3.0 pence per share. In addition, 50,200,000 Sale Shares were sold
on behalf of the Selling Shareholders at the Issue Price.
The Directors intend to use the net proceeds of the Placing to
further develop the Company's core mpro5 platform and to develop an
application ("App") based version of mpro5 aimed at micro sized
businesses. Proceeds will also be invested in the Company's
marketing capability, including in particular the go to market
partner channel and expanding the Company's presence in the
Healthcare sector.
Director participation in the Placing and related party
transactions
The following Directors have subscribed for an aggregate of
999,999 new Ordinary Shares pursuant to the Placing as set out
below. Each of Mr. Jeffrey, Mr. Hurter and Mr. Hawkins' (together
the "Participating Directors") participation in Placing constitutes
a related party transaction pursuant to the AIM Rules for
Companies. The independent directors (being Graham Ashley and
Jacqueline Daniell) consider each of the Participating Directors'
participation in the Placing to be fair and reasonable insofar as
the Company's shareholders are concerned.
Director/PDMR Current shareholding Number of Placing Ordinary Shares held % of Enlarged
Shares subscribed post Admission Share Capital
Luke Jeffrey 1,997,052 333,333 2,330,385 0.4
Pieter Hurter - 333,333 333,333 0.1
Toby Hawkins - 333,333 333,333 0.1
Sale of Sale Shares
finnCap has conditionally sold 50,200,000 existing Ordinary
Shares at the Issue Price on behalf of the Selling Shareholders as
detailed below. The Sale Shares will represent approximately 7.6
per cent. of the Enlarged Share Capital.
Selling Shareholder Number of Ordinary Shares % of Enlarged
Sale Shares held post Admission Share Capital
sold
Barrie Whipp (Director) 15,009,919 67,810,213 10.3%
Stephen Goodwin (Director) 4,739,975 35,021,509 5.3%
Helium Special Situations
Fund Limited 30,450,106 - -
Posting of Circular & Notice of General Meeting
Completion of the Placing is conditional upon, amongst other
things, approval by existing Shareholders at a General Meeting of
the Company expected to be held at the Company's offices at
Oakhurst House, 77 Mt. Ephraim, Tunbridge Wells TN4 8BS at 11.00
a.m. on 22 April 2021. The Circular, containing background
information to the Placing, together with a notice of the General
Meeting, will be posted to Shareholders on 6 April 2021.
Barrie Whipp, Chairman of Crimson Tide said:
"I am delighted to announce the successful conclusion of this
fundraising which was heavily oversubscribed with support from both
existing and new shareholders. We truly value the ongoing support
from our existing shareholders and welcome the new institutional
investors to the share register. The net proceeds allow us to
accelerate our growth objectives by investing further in our core
mpro5 offering whilst also developing a new nano offering and
increasing our marketing efforts."
For further information:
Crimson Tide plc
Barrie Whipp / Luke Jeffrey +441892 542 444
finnCap (Nominated Adviser and Broker)
Corporate Finance: Julian Blunt / James Thompson +44 20 7220
0500
Corporate Broking: Andrew Burdis +44 20 7220 0500
Alma PR (Financial PR)
Josh Royston +44 7780 901979
For further information on Crimson Tide plc, see the website at:
www.crimsontide.co.uk/
IMPORTANT NOTICES AND DISCLAIMER
This announcement including its appendices (together, the
"Announcement") and the information contained in it is not for
publication, release, transmission distribution or forwarding, in
whole or in part, directly or indirectly, in or into the United
States, Australia, Canada, New Zealand, Japan or the Republic of
South Africa or any other jurisdiction in which publication,
release or distribution would be unlawful. This Announcement is for
information purposes only and does not constitute an offer to sell
or issue, or the solicitation of an offer to buy, acquire or
subscribe for shares in the capital of the Company in the United
States, Australia, Canada, New Zealand, Japan or the Republic of
South Africa or any other state or jurisdiction where to do so
would be unlawful. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such
jurisdictions. This Announcement has not been approved by the
London Stock Exchange or by any other securities exchange.
The new Ordinary Shares 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 and may not be
offered, sold, pledged, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, in or into the
United States absent registration under the Securities Act, except
pursuant to an 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. The
new Ordinary Shares have not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of new Ordinary
Shares. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in the United States, Australia,
Canada, New Zealand, Japan or the Republic of South Africa or to,
or for the account or benefit of, any national, resident or citizen
of the United States, Australia, Canada, New Zealand, Japan or the
Republic of South Africa.
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.
No public offering of the new Ordinary Shares is being made in
the United States, United Kingdom or elsewhere. All offers of the
new Ordinary Shares will be made pursuant to an exemption under the
Prospectus Regulation (EU) 2017/1129 and any relevant implementing
measure in any member state (the "EU Prospectus Regulation"), or
the Prospectus Regulation (Regulation (EU) 2017/1129) which forms
part of domestic law pursuant to the European Union (Withdrawal)
Act 2018 (the "UK Prospectus Regulation"), as amended from time to
time, from the requirement to produce a prospectus. This
Announcement is being distributed to persons in the United Kingdom
only in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000, as amended ("FSMA") does not
apply.
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in Member States of the European
Economic Area and the United Kingdom, who are qualified investors
(within the meaning of article 2(e) of the EU Prospectus Regulation
("Qualified Investors"); and (b) in the United Kingdom, Qualified
Investors who are persons are qualified investors (within the
meaning of article 2(e) of 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 the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii)
are persons falling within article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc") 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"). This Announcement
and the terms and conditions set out herein must not be acted on
or relied on by persons who are not relevant persons. Persons
distributing this Announcement must satisfy themselves that it is
lawful to do so. Any investment or investment activity to which
this Announcement and the terms and conditions set out herein
relates is available only to relevant persons and will be engaged
in only with relevant persons.
This Announcement has been 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
finnCap, or by any of its respective partners, employees, advisers,
affiliates or agents as to or in relation to, the accuracy 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 therefore is
expressly disclaimed.
This Announcement contains inside information for the purposes
of Regulation 11 of the Market Abuse (Amendment) (EU exit)
Regulations 2019/310) ("EU Exit Regulations"), encompassing
information relating to the fundraise described above, and is
disclosed in accordance with the company's obligations under EU
Exit Regulations. In addition, market soundings (as defined in EU
Exit Regulations) were taken in respect of the placing with the
result that certain persons became aware of inside information (as
defined in EU Exit Regulations), as permitted by EU Exit
Regulations. This inside information is set out in this
announcement. Therefore, upon publication of this announcement,
those persons that received such inside information in a market
sounding are no longer in possession of such inside information
relating to the company and its securities.
finnCap Ltd, which is authorised and regulated by the FCA for
the conduct of regulated activities in the United Kingdom, is
acting as nominated adviser and bookrunner to the Company and no
one else in connection with the Placing and is not acting for and
will not be responsible to any person other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Placing. finnCap's responsibilities as
the Company's nominated adviser under the AIM Rules for Nominated
Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any Director or to any other person in
respect of his decision to acquire shares in the Company in
reliance on any part of this Announcement.
Except as required under applicable law, neither finnCap nor any
of its directors, officers, partners, employees, advisers,
affiliates or agents assume or accept any responsibility whatsoever
for the contents of the information contained in this Announcement
or for any other statement made or purported to be made by or on
behalf of finnCap or any of its affiliates in connection with the
Company, the new Ordinary Shares or the Placing. finnCap and each
of its directors, officers, partners, employees, advisers,
affiliates and agents accordingly disclaim all and any
responsibility and liability whatsoever, whether arising in tort,
contract or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and
no representation or warranty, express or implied, is made by
finnCap or any of its directors, officers, partners, employees,
advisers, affiliates or agents as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
The distribution of this Announcement and/or the Placing in
certain jurisdictions may be restricted by law. No action has been
taken by the Company, finnCap or any of their respective affiliates
that would, or which is intended to, permit an offering of the new
Ordinary Shares in any jurisdiction or result in the possession or
distribution of this Announcement or any other offering or
publicity material relating to new Ordinary Shares in any
jurisdiction where action for that purpose is required.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions which
may occur in the future, are beyond the Company's control and could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it, nor do they intend
to. As a result of these risks, uncertainties and assumptions, the
recipient should not place undue reliance on these forward-looking
statements as a prediction of actual results or otherwise.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing. Any investment
decision to subscribe for Placing Shares in the Placing must be
made solely on the basis of publicly available information, which
has not been independently verified by finnCap.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's option with respect to the Placing. Each
investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data
described in this Announcement and publicly available information.
The price and value of securities can go down as well as up. Past
performance is not a guide to future performance.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
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END
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