THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
5 May 2021
("Infrastrata" or the "Company")
Result of Placing
Further to the announcement made on 4 May 2021 by the Company in connection with the proposed placing to raise a minimum of £9 million (the "Placing Announcement"), Infrastrata, a company focused on strategic infrastructure projects and physical asset lifecycle management, announces that it has conditionally raised total gross proceeds of £10.3 million before expenses under the Placing at an Issue Price of 30 pence per share, following the closing of the accelerated bookbuild. The Placing is being conducted in two tranches. The First Placing remains conditional upon First Admission becoming effective and the Second Placing and Open Offer remain conditional, inter alia, upon the passing of the relevant Resolution by Shareholders at the General Meeting and Second Admission becoming effective. The Open Offer will raise additional proceeds up to a maximum of approximately £4.1 million (before expenses).
John Wood, CEO of InfraStrata commented: "I am grateful for the support shown by our shareholders through this process. The Company is on the cusp of a transformational change following the award of the Saipem contract. We believe that this contract is the first of many that will flow through our yards over the forthcoming months and years. Key to winning and delivering on these large contracts is the ability to demonstrate a strong balance sheet and liquidity within the Company's operations. This placing will achieve both these objectives and we look forward to making further announcements on contracts in due course."
Other than where separately defined, capitalised terms used in this announcement have the meanings given to them in the Placing Announcement.
Results of the Placing
The Group is pleased to announce that a total of 34,333,334 Placing Shares have been successfully placed at a price of 30 pence per Ordinary Share, with new and existing investors, which, has conditionally raised gross proceeds of £10.3 million (net proceeds of approximately £9.6 million after expenses). The Issue Price represents a discount of approximately 24 per cent. to the Company's closing mid-market price on AIM of 39.5 pence per Ordinary Share on 30 April 2021, being the last dealing day prior to the date of the Placing Announcement. The Placing Shares together represent 42.15% of the Existing Shares. From the date of their issue, the Placing Shares will rank pari passu in all respects with the Ordinary Shares currently in issue.
A total of 12,160,353 Ordinary Shares have been conditionally placed pursuant to the First Placing and a total of 22,172,981 Ordinary Shares have been conditionally placed pursuant to the Second Placing. The Second Placing remains conditional upon, inter alia, the granting by Shareholders of authorities to the Directors to dis-apply the pre-emption rights contained within the Companies Act 2006 and to allot the Second Placing Shares.
The Placing was conducted by way of an accelerated book build process. Cenkos acted as sole bookrunner in connection with the Placing.
The Second Placing, the Open Offer and the issue of the Second Placing Shares and the Open Offer Shares are conditional, inter alia, on the passing by Shareholders of a resolution at the General Meeting to approve, amongst other things, the disapplication of pre-emption rights in respect of and the authority to allot the Second Placing Shares and Open Offer Shares. The General Meeting will be held at the Company's offices at Northern & Shell Building, 10 Lower Thames Street, London, United Kingdom, EC3R 6EN at 11:00 am on 24 May 2021. Notice of the General Meeting, including details as to how Shareholders can vote on the relevant resolutions, will be contained in the Circular which is expected to be despatched by the Company on 6 May 2021. The Circular will be available to view on the Company's website at https://www.infrastrataplc.com/ upon despatch.
Due to the social distancing measures advised by the UK Government in response to the COVID-19 pandemic, Shareholders are strongly encouraged to nominate the Chairman as their proxy rather than attend the General Meeting in person.
Recommendation and voting intentions
The Directors believe that the Fundraising, including the Second Placing and Open Offer, is in the best interests of the Group and its Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the Resolutions as they intend so to do in respect of their beneficial shareholdings.
Shareholders should note that, in the event that the Resolution to be numbered 1 in the Notice of Meeting is not passed at the General Meeting, then the Fundraising will be limited to the First Placing only. In this event, the proceeds from the Fundraising would be limited to approximately £3.65 million (before expenses), which could significantly impede the Company's growth prospects and its ability to deliver on its stated strategy, especially on its most recently won Saipem contract, which in itself, is transformational for the Company and its growth in the future.
Total Voting Rights
Application has been made for the First Placing Shares to be admitted to trading on AIM, and it is expected that First Admission will occur at 8.00 a.m. on 7 May 2021. Following Admission of the First Placing Shares, the Company's issued ordinary share capital will comprise 93,617,102 Ordinary Shares, none of which are held in treasury.
Therefore, following Admission of the First Placing Shares, the total number of Ordinary Shares with voting rights in the Company will be 93,617,102, 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 FCA's Disclosure Guidance and Transparency Rules.
Application will be made for the Second Placing Shares and the Open Offer Shares to be admitted to trading on AIM following the General Meeting. The maximum enlarged issued share capital of the Company on Second Admission, assuming issuance of the Second Placing Shares and issuance of the maximum number of Open Offer Shares, is 129,357,779. A further announcement will be made at the time of the General Meeting, confirming the final take-up of the Open Offer and the number of Open Offer Shares to be issued.
For further information, please contact:
John Wood, Chief Executive Officer
Seena Shah, Interim Head of Marketing & Communications
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Cenkos Securities plc (Broker)
Stephen Keys / Callum Davidson / Dan Hodkinson
Tel: 020 7397 8900
This announcement is not an offer to sell or a solicitation of any offer to buy the New Shares in the United States, Australia, Canada, New Zealand or the Republic of South Africa, Japan, or in any other jurisdiction where such offer or sale would be unlawful.
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 merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the proposed investment trust. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.
This announcement may not be used in making any investment decision. This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement or its completeness.
Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.
The information and opinions contained in this announcement are provided as at the date of the document and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, Cenkos, or any of their affiliates or by any of their respective officers, employees or agents in relation to it. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.
Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The returns set out in this document are targets only. There is no guarantee that any returns set out in this document can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this announcement. Past performance cannot be relied on as a guide to future performance.
The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur.
Each of the Company, Cenkos, and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.
No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement. The information contained in this announcement will not be updated.
This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) 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, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.
Cenkos Securities plc ("Cenkos") which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to Infrastrata PLC and for no one else, including any recipient of this announcement, in connection with the Fundraising and other matters referred to in this announcement and will not be responsible to anyone other than Infrastrata PLC for providing the protections afforded to clients of Cenkos or for affording advice in relation to the Fundraising or any other matter referred to in this announcement. Cenkos has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Cenkos nor does it make any representation or warranty, express or implied, for the accuracy of any information or opinions contained in this announcement or for the omission of any information. Cenkos expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement. The responsibilities of Cenkos as the Company's nominated adviser and broker under the AIM Rules and the AIM Rules for Nominated Advisers are owed to the London Stock Exchange solely and are not owed to Infrastrata PLC or to any Director, Shareholder or any other person in respect of such Shareholder's decision to acquire Ordinary Shares in reliance on any part of this announcement or otherwise.