Pinnacle Technology Group PLC Result of Open Offer (5824O)

TIDMPINN

RNS Number : 5824O

Pinnacle Technology Group PLC

10 February 2016

Pinnacle Technology Group plc

(the "Company" or "Pinnacle")

Result of Open Offer

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 Company is pleased to announce the result of the Open Offer which closed for acceptances at 11.00 a.m. on 9 February 2016. Valid acceptances including excess applications have been received in respect of 20,413,207 Open Offer Shares, representing a total of approximately 345 per cent. of those Open Offer Shares available under the Open Offer and as such the Open Offer has been oversubscribed. Excess applications represent 86 per cent. of total acceptances received.

Certain existing shareholders who are participating in the Placing (including certain of the directors and applicable employees, MXC Capital, Livingbridge and Hargreave Hale) had irrevocably undertaken not to take up their entitlements under the Open Offer to provide those shareholders not participating in the Placing an opportunity to invest at the Placing Price. The acceptances were received by 40% of those Qualifying Holders who were able to take up their entitlements.

All valid applications in respect of basic entitlements under the Open Offer have been met in full and a scaling back exercise undertaken in line with the Excess Application Facility in respect of applications for Excess Shares. The Company has therefore raised gross proceeds of GBP0.25 million through the Open Offer and approximately GBP4.55 million in total.

The Placing and Open Offer remain conditional on, inter alia, the passing of the Resolutions at the General Meeting to be held at 10.00 a.m. on 10 February 2016 at the offices of DAC Beachcroft LLP, 100 Fetter Lane, London EC4A 1BN.

This announcement should be read in conjunction with the full text of the circular dated 22 January 2016, published in connection with the Placing and Open Offer and defined terms used in this announcement shall have the same meaning as those terms defined and used in such circular.

Gavin Lyons, Executive Chairman, commented:

"We are pleased with the support shown by our shareholders through the Open Offer. These additional funds will provide further working capital to support Pinnacle to become the leading provider of 'IT as a service' to the UK SME market."

 
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.

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February 10, 2016 02:00 ET (07:00 GMT)