Defenx plc Result of Open Offer and General Meeting (8450L)

TIDMDFX

RNS Number : 8450L

Defenx plc

23 April 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

DEFENX PLC

("Defenx" or the "Company")

Result of Open Offer and General Meeting

On 6 April 2018, Defenx (AIM: DFX) announced proposals to raise GBP1.2 million (gross) (approximately EUR1.38 million) by way of an issue of, in aggregate, 14,962,899 New Ordinary Shares at a price of 8 pence per New Ordinary Share, further details of which were set out in the circular dispatched to Shareholders on that day (the "Circular").

The Fundraising, comprising a Subscription of 10,564,676 Subscription Shares and an Open Offer of 4,398,223 Open Offer Shares, was conditional upon, inter alia, the passing of the Resolutions at the General Meeting.

Commenting on this announcement, Tony Reeves, Chairman of Defenx said:

"We are pleased to have today finalised the Fundraising, which we believe was the best opportunity available to the Company to allow it to continue trading and start to implement its new Defenx 2020 strategy. We would like to thank our shareholders for their support in the Open Offer and we look to the future of Defenx with confidence."

General Meeting

In order to comply with the City Code on Takeovers and Mergers, Resolution 1, concerning the waiver of obligations under Rule 9 of the City Code in connection with the participation of BV Tech in the Fundraising (the "Whitewash Resolution"), was passed by means of a poll of Independent Shareholders. Accordingly, BV Tech did not vote on the Whitewash Resolution. Votes cast pursuant to the poll on the Whitewash Resolution were 2,556,395 in favour and 1,014,704 against.

Accordingly, the Company is pleased to announce that, at its General Meeting held today, all of the Resolutions set out in the Notice of General Meeting, were duly passed.

Open Offer

Under the Open Offer, Qualifying Shareholders were able to subscribe for Open Offer Shares on the basis of 1 Open Offer Share for every 3 Existing Ordinary Shares held on the Record Date (being 3 April 2018). The Open Offer closed for acceptances at 11.00 a.m. on 20 April 2018.

The Open Offer Shares were not placed subject to clawback nor were they underwritten, but BV Tech applied for its Open Offer Entitlements being, in aggregate, 1,212,212 Open Offer Shares, as well as agreeing to subscribe for any additional Open Offer Shares not subscribed for by other Shareholders.

Qualifying Shareholders, other than BV Tech, applied for, in aggregate, 1,504,377 Open Offer Shares pursuant to their Open Offer Entitlements and all Qualifying Shareholders who validly applied for Open Offer Shares pursuant to their Open Offer Entitlements will receive the full amount of Open Offer Shares they applied for.

As a result, 1,681,634 Open Offer Shares were available under the Excess Application Facility and valid acceptances were received in respect of 5,710,211 Excess Open Offer Entitlements, representing excess applications of approximately 240 per cent. above those available under the Excess Application Facility. Accordingly, each Qualifying Shareholder applying for Excess Open Offer Entitlements will be scaled back and will receive approximately 29.4 per cent. of their excess application pursuant to the Excess Application Facility.

Accordingly, Defenx has received valid acceptances in respect of 4,398,223 Open Offer Shares from Qualifying Shareholders, which represents 100 per cent. of the Open Offer Shares offered.

Admission

Application has been made to the London Stock Exchange for 14,962,899 New Ordinary Shares to be admitted to trading on AIM pursuant to the Fundraising. It is expected that Admission will occur at 8.00 a.m. on 26 April 2018.

Following Admission, the Company's total issued share capital will comprise 28,157,570 Ordinary Shares with voting rights. 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, securities of the Company under the FCA's Disclosure and Transparency Rules. The New Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares in issue, including the right to receive all dividends and other distributions declared.

Interests in Ordinary Shares

BV Tech subscribed for 10,564,676 Subscription Shares and has been allotted 1,212,212 Open Offer Shares. Accordingly, following Admission, BV Tech will be interested in 15,413,526 Ordinary Shares, representing approximately 54.74 per cent. of the Company's Enlarged Share Capital.

The Directors' interests following completion of the Fundraising are as follows:

 
                                                                          Number of 
                                                                           Ordinary 
                                                                  Shares interested 
                                New Ordinary      Total number              in upon 
                           Shares subscribed       of Ordinary            Admission 
                                     for, in            Shares      as a percentage     No. of 
                                  aggregate,    held following      of the Enlarged    options 
 Name of Director         in the Fundraising         Admission        Share Capital       held 
 Anthony Reeves                            -            31,250                 0.11     15,625 
 Andrea Stecconi                           -         1,826,836                 6.49          - 
 Philipp Prince                            -            71,255                 0.25    167,000 
 Raffaele Boccardo(1)             11,776,888        15,413,526                54.74          - 
 Leonard Seelig                            -            25,000                 0.09     12,500 
 

Notes:

(1) Mr Boccardo is deemed to be beneficially interested in the Ordinary Shares held by BV Tech on account of his 86.44 per cent. interest in BV Tech

On Admission, as the Ordinary Shares in which BV Tech will be interested together carry more than 50 per cent. of the voting rights in the Company, it will therefore be free to increase its aggregate holding of Ordinary Shares without any obligation to make a general offer for the Company under the provisions of Rule 9 of the City Code.

Defined terms used in this announcement not otherwise defined shall have the same meaning as those terms defined and used in the Circular.

For more information, please contact:

Defenx PLC 020 3769 0687

Alessandro Poerio - Chief Executive Officer

Philipp Prince - Chief Financial Officer

   IFC Advisory (Financial PR and IR)                                              020 3934 6630 

Tim Metcalfe / Graham Herring / Heather Armstrong

   Strand Hanson Limited (Nominated and Financial Adviser)           020 7409 3494 

Angela Hallett / Richard Tulloch / James Bellman

   WH Ireland (Broker)                                                                   020 7220 1666 

Adrian Hadden / Alex Bond

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

PCA Notification

 
 1.   Details of the person discharging managerial 
       responsibilities / person closely associated 
---  ------------------------------------------------------------------- 
 a)   Name                             BV Tech S.p.A 
---  -------------------------------  ---------------------------------- 
 2.   Reason for the Notification 
---  ------------------------------------------------------------------- 
 a)   Position/status                  Persons closely associated 
                                        with Raffaele Boccardo, Director 
                                        of the Company 
---  -------------------------------  ---------------------------------- 
 b)   Initial notification/amendment   Initial notification 
---  -------------------------------  ---------------------------------- 
 3.   Details of the issuer, emission allowance market 
       participant, auction platform, auctioneer or 
       auction monitor 
---  ------------------------------------------------------------------- 
 a)   Name                             Defenx Plc 
---  -------------------------------  ---------------------------------- 
 b)   LEI                              213800FCV2PPFYGJHP43 
---  -------------------------------  ---------------------------------- 
 4.   Details of the transaction(s):section to be 
       repeated for (i) each type of instrument; (ii) 
       each type of transaction; (iii) each date; 
       and (iv)each place where transactions have 
       been conducted 
---  ------------------------------------------------------------------- 
 a)   Description of the               Ordinary shares of 1.8p each 
       Financial instrument,            in the share capital of the 
       type of instrument               Defenx Plc 
---  -------------------------------  ---------------------------------- 
      Identification code              GB00BYNF4J61 
---  -------------------------------  ---------------------------------- 
 b)   Nature of the Transaction        Participation in Subscription 
                                        and Open Offer 
---  -------------------------------  ---------------------------------- 
 c)   Price(s) and volume(s)            Price(s)    Volume(s) 
                                        ----------  ----------- 
                                         8 pence     11,776,888 
                                        ----------  ----------- 
---  -------------------------------  ---------------------------------- 

 d)   Aggregated information           N/A (Single transaction) 
       Aggregated volume 
       Price 
---  -------------------------------  ---------------------------------- 
 e)   Date of the transaction          26 April 2018 
---  -------------------------------  ---------------------------------- 
 f)   Place of the transaction         Outside a trading venue 
---  -------------------------------  ---------------------------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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April 23, 2018 13:13 ET (17:13 GMT)