Applied Graphene Materials PLC Further Details on the Fundraising (2500T)

TIDMAGM

RNS Number : 2500T

Applied Graphene Materials PLC

10 October 2017

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN APPLIED GRAPHENE MATERIALS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF APPLIED GRAPHENE MATERIALS PLC.

Applied Graphene Materials plc

("Applied Graphene Materials" or the "Company")

Further Details on the Fundraising and Participation of Directors and Substantial Shareholders in the Placing

The Company confirms that further to the announcements made earlier today, a total of 25,000,000 Placing Shares have been conditionally placed at a price of 36 pence per Placing Share, raising proceeds of GBP9 million (before expenses).

The Company announces that as part of the Placing, IP2IPO Limited ("IP2IPO"), which is a subsidiary of IP Group plc, Insight Investment Management and the Directors have subscribed for Placing Shares, as detailed further below.

Save as otherwise defined, capitalised terms used in this announcement have the meanings given to them in the announcement released by the Company this morning entitled 'Proposed Placing by Accelerated Bookbuild'.

Directors' Participation

The table below sets out the Directors' participation in the Placing.

 
 Director                         Existing shareholding   Placing shares   Shareholding on Admission 
 Dr. Bryan Crawford Dobson                      123,205           11,111                     134,316 
 Jonathan Peter Mabbitt                         121,735            2,778                     124,513 
 Gareth Jones                                    14,500           11,111                      25,611 
 Professor Karl Stuart Coleman                1,724,126           55,556                   1,779,682 
 Michael Sean Christie                            7,619           27,778                      35,397 
 Michael Townend                                  7,619           15,000                      22,619 
 
 

Related Party Transactions

IP2IPO is a related party of the Company for the purposes of the AIM Rules as it holds greater than 10 per cent. of the Existing Ordinary Shares. It is intended that IP2IPO will participate in the Placing in respect of 2,777,778 New Ordinary Shares and such participation represents a related party transaction pursuant to Rule 13 of the AIM Rules.

Insight Investment Management is a related party of the Company for the purposes of the AIM Rules as it holds greater than 10 per cent. of the Existing Ordinary Shares. It is intended that Insight Investment Management will participate in the Placing in respect of 3,140,000 New Ordinary Shares and such participation represents a related party transaction pursuant to Rule 13 of the AIM Rules.

The Directors, apart from Mike Townend, who is not regarded as independent in respect of the investment by IP2IPO due to his directorships of IP2IPO and IP Group, having consulted with the Company's Nominated Adviser, N+1 Singer, consider that the terms of the related party transactions are fair and reasonable insofar as the Shareholders are concerned.

Open Offer

The Company also confirms that Qualifying Shareholders will be given the opportunity to subscribe for New Ordinary Shares, at the Issue Price, through an open offer to raise up to GBP1 million, on the basis of 1 Open Offer Share for every 8 Existing Ordinary Shares held on the Record Date.

General Meeting

The proposed Fundraising is subject to, inter alia, the passing of the Resolutions for which Shareholder approval will be sought at the General Meeting, which is expected to be convened shortly by the posting to Shareholders of the Circular. The Circular will set out the reasons for, and provide further information on, the Fundraising, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and why the Directors unanimously recommend that Shareholders vote in favour of the Resolutions.

Expected timetable

The expected timetable for the Fundraising is set out below:

 
 Announcement of Fundraising                10 October 2017 
-------------------------------------  -------------------- 
 Record Date for entitlements             Close of business 
  under the Open Offer                   on 11 October 2017 
-------------------------------------  -------------------- 
 Posting of this document,                  12 October 2017 
  the Form of Proxy and, to 
  Qualifying Non-CREST Shareholders 
  only, the Application Form 
-------------------------------------  -------------------- 
 Ex-entitlement date for the                12 October 2017 
  Open Offer 
-------------------------------------  -------------------- 
 Basic Entitlements and Excess              13 October 2017 
  Entitlements credited to 
  stock accounts of Qualifying 
  CREST Shareholders 
-------------------------------------  -------------------- 
 Recommended latest time for                4.30 p.m. on 23 
  requesting withdrawal of                     October 2017 
  Basic Entitlements and Excess 
  Entitlements from CREST 
-------------------------------------  -------------------- 
 Latest time and date for                   3.00 p.m. on 24 
  depositing Basic Entitlements                October 2017 
  and Excess Entitlements into 
  CREST 
-------------------------------------  -------------------- 
 Latest time and date for                   3.00 p.m. on 25 
  splitting of Application                     October 2017 
  Forms (to satisfy bona fide 
  market claims only) 
-------------------------------------  -------------------- 
 Latest time and date for                  11.00 a.m. on 26 
  receipt of Forms of Proxy                    October 2017 
  or electronic proxy appointments 
  for use at the General Meeting 
  and Open Offer 
-------------------------------------  -------------------- 
 Latest time and date for                  11.00 a.m. on 27 
  receipt of completed Application             October 2017 
  Forms from Qualifying Non-CREST 
  Shareholders and payment 
  in full under the Open Offer 
  or settlement of relevant 
  CREST instructions (as appropriate) 
-------------------------------------  -------------------- 
 General Meeting                           11.00 a.m. on 30 
                                               October 2017 
-------------------------------------  -------------------- 
 Announcement of the results                30 October 2017 
  of the General Meeting and 
  Open Offer 
-------------------------------------  -------------------- 
 Admission and commencement                 8.00 a.m. on 31 
  of dealings in New Ordinary                  October 2017 
  Shares 
-------------------------------------  -------------------- 
 CREST Members' accounts credited           31 October 2017 
  in respect of New Ordinary 
  Shares in uncertificated 
  form 
-------------------------------------  -------------------- 
 Expected despatch of definitive            7 November 2017 
  share certificates for New 
  Ordinary Shares in certificated 
  form 
-------------------------------------  -------------------- 
 

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014.

Enquiries:

 
 Applied Graphene Materials                        Tel: [phone] 
  Jon Mabbitt, Chief Executive 
  Officer 
  Gareth Jones, Chief Financial 
  Officer 
 N + 1 Singer - Nominated                          Tel: [phone] 
  Adviser 
  Richard Lindley 
  Nick Owen 
  James White 
  George Tzimas 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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October 10, 2017 13:16 ET (17:16 GMT)