Pinnacle Technology Group PLC Result of General Meeting (7057O)

TIDMPINN

RNS Number : 7057O

Pinnacle Technology Group PLC

10 February 2016

Pinnacle Technology Group plc

(the "Company" or "Pinnacle")

Result of General Meeting

On 22 January 2016 Pinnacle Technology Group plc, the AIM listed provider of converged technology solutions, announced that it had conditionally raised GBP4.55 million (before expenses) through the issue of 108,392,857 new Ordinary Shares by way of a placing and up to a further GBP0.25 million through the issue of up to 5,918,256 new Ordinary Shares by way of an open offer to qualifying shareholders on the basis of 1 Open Offer Share for every 10 Existing Ordinary Shares, at the Placing Price ("Open Offer").

The Open Offer closed for acceptance yesterday with valid acceptances including excess applications having been received in excess of the maximum number of Open Offer Shares available under the Open Offer. The Open Offer excluded certain existing shareholders who are participating in the Placing who had irrevocably undertaken not to take up their Open Offer entitlements. Accordingly a total of 5,918,256 Open Offer Shares will be issued in connection with the Open Offer.

The Company is pleased to announce that at the General Meeting held today all Resolutions proposed were duly passed and accordingly the Placing, Open Offer and acquisitions of Ancar-B and Weston will complete upon admission of the New Ordinary Shares to trading on AIM.

Application has been made to the London Stock Exchange for the 167,882,542 New Ordinary Shares to be admitted to trading on the AIM market of the London Stock Exchange. It is expected that Admission will become effective on or around 11 February 2016.

Following Admission, the number of ordinary shares that the Company will have in issue will be 227,065,100. The total number of voting rights of the Company will be 227,065,100. This figure 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.

Defined terms used in this announcement shall have the same meaning as those terms defined and used in the Circular dated 22 January 2016.

Gavin Lyons, Executive Chairman commented:

"The acquisitions of Ancar-B and Weston conclude the first steps in our buy and build strategy providing 'IT as a service to the UK SME market'. Alongside the Board, including Ian Winn who has now joined, I look forward to ensuring the organisation is focused on creating both customer and shareholder value."

 
For further information please contact: 
Pinnacle Technology Group plc 
 Gavin Lyons, Executive Chairman 
 Nicholas Scallan, Chief Executive            0208 185 6393 
 
  N+1 Singer (Nominated Adviser and Broker) 
  Shaun Dobson 
  Jen Boorer                                    020 7496 3000 
MXC Capital Markets LLP 
 Marc Young 
 Charlotte Stranner                           020 7965 8149 
Beattie Communications 
 Chris Gilmour 
 David Walker                                 0844 842 5490 
 

Important information

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, New Zealand, Canada, Japan, The Republic of South Africa, The Republic of Ireland or The United States or any jurisdiction into which the publication or distribution would be unlawful.

The distribution of this Announcement outside the UK may be restricted by law. Persons outside the UK who come into possession of this Announcement should inform themselves about and observe any such restrictions. Failure to comply with such restrictions may constitute a violation of the securities laws of such jurisdictions. This Announcement does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe or buy, the New Ordinary Shares to any person in any Restricted Jurisdiction. In particular, this Announcement is not for distribution in or into the United States of America, Canada, Australia, New Zealand, The Republic of South Africa, The Republic of Ireland, Japan, New Zealand or Russia. Accordingly, the New Ordinary Shares may not, subject to certain exceptions, be offered directly or indirectly in or into the United States of America, Canada, Australia, New Zealand, The Republic of South Africa, The Republic of Ireland, Japan, New Zealand or Russia. The New Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) or under the securities legislation of any state of the United States of America, Canada, Australia, New Zealand, the Republic of South Africa, The Republic of Ireland, Japan, New Zealand or Russia and they may not be offered or sold directly or indirectly within those Restricted Jurisdictions or to or for the account or benefit of any national, citizen or resident of such jurisdictions.

This Announcement is being distributed in the United Kingdom only and is directed at persons who are (i) investment professionals within the meaning of paragraph (5) of Article 19 or high net worth companies or unincorporated associations within the meaning of paragraph (2) of Article 49, of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (S1 2005/1529); and (ii) qualified investors within the meaning of section 86(7) of the Financial Services and Markets Act 2000 (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Neither the London Stock Exchange nor the UK Listing Authority have examined or approved the contents of this Announcement. The AIM Rules are less demanding than those of the Official List of the UK Listing Authority.

The total consideration under the Open Offer shall be less than EUR5,000,000 (or an equivalent amount) in aggregate. Therefore, in accordance with section 85 and Schedule 11A of the Financial Services and Markets Act 2000, a prospectus is not required to be produced in connection with the Open Offer for the purposes of the Prospectus Rules published by the Financial Conduct Authority.

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 or acquire shares in the capital of the Company. The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The New Ordinary Shares have not been and will not be registered under the applicable securities laws of any of the Restricted Jurisdictions and, unless an exemption under such laws are available, may not be offered for sale or subscription or sold, or pledged, or subscribed directly or indirectly within the Restricted Jurisdictions or for the account or benefit of any national, resident or citizen of the Restricted Jurisdictions. The New Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, into or within the United States or to or for the account or benefit of any US person within the meaning of Regulation S of the Securities Act, except pursuant to an applicable exemption from registration requirements. In particular, the New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor has any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or the adequacy of this announcement or the circular. Any representation to the contrary is a criminal offence in the United States.

Forward looking statements:

This announcement contains statements about the Company that are or may be deemed to be "forward-looking statements".

All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words 'targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", or words or terms of similar substance or the negative thereof, are forward looking statements. Forward-looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects and (ii) business and management strategies and the expansion and growth of the operations of the Company.

February 10, 2016 11:19 ET (16:19 GMT)

These forward-looking statements are not guarantees of future performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, the City Code, the Prospectus Rules and/or the FSMA), the Company does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to the Company or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of the Company at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

N+1 Singer

N+1 Singer, which is a member of the London Stock Exchange and is authorised and regulated in the UK by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company in connection with the proposed Placing. N+1 Singer is acting exclusively for the Company in connection with the Placing and no one else. N+1 Singer will not be responsible to anyone other than the Company for providing the protections afforded to clients of N+1 Singer nor for advising any other person on the transactions and arrangements described in this announcement or the circular. No representation or warranty, express or implied, is made by N+1 Singer as to any of the contents of this announcement or the circular. Apart from the liabilities and responsibilities, if any, which may be imposed on N+1 Singer by the Financial Services and Markets Act 2000 or the regulatory regime established under it, N+1 Singer accepts no responsibility whatsoever for the contents of this announcement or the circular or for any other statement made or purported to be made by it or on its behalf in connection with the Company, the Ordinary Shares, the New Ordinary Shares or the Placing. N+1 Singer accordingly disclaims all and any liability whatsoever whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or the circular or any such statement.

This information is provided by RNS

The company news service from the London Stock Exchange

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February 10, 2016 11:19 ET (16:19 GMT)