TIDMVLE
RNS Number : 6925D
Volvere PLC
30 October 2020
EMBARGOED FOR VOLVERE PLC ON 30 OCTOBER 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF VOLVERE PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
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)
30 October 2020
Volvere plc
("Volvere" or the " Company ") (AIM: VLE)
Retail Offer
Volvere plc (AIM: VLE), the growth and turnaround investment
company, is pleased to announce an offer for subscription via
PrimaryBid (the "Retail Offer") of ordinary shares of GBP0.0000001
in the Company currently held in treasury ("Treasury Shares" or
"Ordinary Shares") at a placing price of 1,350 pence per Ordinary
Share (the "Issue Price"), being the closing mid-price on 29
October 2020. The Company is also conducting a placing of Treasury
Shares to new and existing investors at the Placing Price as
announced earlier today .
The Treasury Shares have been or will be duly authorised and
will be credited as fully paid and will rank pari passu in all
respects with the existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid in respect of the Ordinary Shares. The Treasury Shares will be
free of any encumbrances, liens or other security interests.
Use of Proceeds
The Company will apply the proceeds of the placing in
furtherance of the Company's investing strategy.
The Company's investing strategy is to invest in, or acquire:
quoted companies where, in the Directors' opinion, the market
capitalisation does not reflect the value of the assets; any
company that is in distress but offers the possibility of a
turnaround; and any company that fits strategically with an
existing portfolio investment.
The Company may also invest in quoted or unquoted start-up,
early or development-stage companies in sectors where the Directors
have experience of investing or where they have identified
management teams with experience in those areas.
The Company may invest in any company (or similar structure) or
third party fund on a short or long-term basis, where the Directors
have experience of investing, especially where such investment is
similar or complementary to an existing or past investment of the
Company.
The Company may also create and invest in fund vehicles owned,
managed or controlled by the Company, including where there is the
possibility of raising third party investment; and invest in third
party funds where the investment strategy of those funds is in the
Directors' opinion similar to that of the Company, and specifically
including funds that invest in distressed debt and equity, or that
invest in derivative securities of distressed debt or equity.
The Company has a preference for active rather than passive
investing and for holding a small number of investments, including
a single investment, and does not necessarily seek to diversify
risk across a wide range of investments, unless this can be
achieved without affecting the Company's active investment style.
The Company's preference is to make investments in the UK and
Continental Europe.
The full investing strategy is available on the Company's
website here:
http://www.volvere.co.uk/investor-relations/investing-strategy.aspx
The Directors believe the current business environment will lead
to an increase in distressed and turnaround opportunities available
to the Group, specifically due to the impact of Covid-19 and Brexit
in the UK.
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
www.PrimaryBid.com platform and 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, via the PrimaryBid platform and mobile app,
will be open to individual and institutional investors from 7 a.m.
on 30 October 2020 to 3 p.m. on 30 October 2020 . The Retail Offer
may close early if it is oversubscribed.
Subscriptions under the Retail Offer will be considered by the
Company on a "first come, first served" basis, subject to
conditions (which are available to view on PrimaryBid.com).
The Company in consultation with PrimaryBid reserves the right
to scale back any order at its discretion. The Company and
PrimaryBid reserve the right to reject any application for
subscription under the Retail Offer without giving any reason for
such rejection.
No commission is charged to investors on applications to
participate in the Retail Offer made through PrimaryBid. It is
vital to note that once an application for Ordinary Shares has been
made and accepted via PrimaryBid, an application cannot be
withdrawn.
Words and expressions defined in the Proposed Placing
announcement shall, unless the context provides otherwise, have the
same meanings in this announcement.
For further information on PrimaryBid or the procedure for
applications under the Retail Offer, visit www.PrimaryBid.com or
call PrimaryBid on +44 20 3026 4750.
Volvere plc + 44 (0) 207 634
Jonathan Lander, CEO 9707
PrimaryBid Limited + 44 (0) 203 026
James Deal / Fahim Chowdhury 4750
Cairn Financial Advisers LLP
(Nomad) +44 (0) 207 213
Sandy Jamieson / James Lewis 0880
Details of the Retail Offer
The Company highly values its retail investor base which has
supported the Company alongside institutional investors over
several 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 PrimaryBid.
The Retail Offer is offered under the exemptions against the
need for a prospectus allowed under the Prospectus Rules. As such,
there is no need for 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
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 Offer which is open to existing shareholders and other
investors subscribing via PrimaryBid. This allocation will be
filled on a "first come first served" basis.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com . The terms and conditions on which the Offer is
made, including the procedure for application and payment for
Ordinary Shares, is available to all persons who register with
PrimaryBid.
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 Ordinary Shares and
investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for Ordinary Shares. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the Ordinary Shares if
they are in any doubt.
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END
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