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DCTA Directa Plus Plc

20.00
0.00 (0.00%)
22 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Directa Plus Plc LSE:DCTA London Ordinary Share GB00BSM98843 ORD 0.25P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 20.00 18.40 20.00 19.20 19.20 19.20 21,090 16:35:05
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Carbon And Graphite Products 11.28M -4.82M -0.0730 -2.63 12.68M

Directa Plus PLC Announcement of Open Offer (3209K)

13/12/2018 7:00am

UK Regulatory


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TIDMDCTA

RNS Number : 3209K

Directa Plus PLC

13 December 2018

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

13 December 2018

DIRECTA PLUS PLC

("Directa Plus" or the "Company")

Open Offer to raise up to approximately GBP1.0 million

Directa Plus (AIM: DCTA), a producer and supplier of graphene-based products for use in consumer and industrial markets, is pleased to announce that further to the announcement released at 11.30 a.m. on 12 December 2018 relating, amongst other things, to the proposed Open Offer, the Company will today launch an Open Offer which will enable all Qualifying Shareholders to apply for an aggregate of up to 2,009,673 Open Offer Shares at the Issue Price to raise up to approximately GBP1.0 million (before expenses).

Further Details of the Open Offer

Qualifying Shareholders will have a basic entitlement of 1 Open Offer Share for every 22 Existing Ordinary Shares held. There will also be the opportunity for Qualifying Shareholders to make applications for new Ordinary Shares in the Open Offer in excess of their entitlements which may be awarded to the extent that other Qualifying Shareholders do not take up their entitlements.

Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM. On the assumption that, amongst other things, Resolutions 1 and 2 are passed by Shareholders at the General Meeting, it is expected that Second Admission will become effective and that dealings in the Open Offer Shares will commence at 8.00 a.m. on 9 January 2019 (being the business day following the General Meeting).

Circular and Notice of General Meeting

The Company will publish a Circular today in connection with the Conditional Placing and Open Offer, which will contain a notice convening the General Meeting in order to approve certain matters necessary to implement the Conditional Placing and the Open Offer. Full details of the Open Offer, to be undertaken at the Issue Price, will also be included in the Circular.

A copy of the Circular will be made available on the Company's website http://www.directa-plus.com.

The General Meeting is expected to be convened for 11.00 a.m. on 8 January 2019 and will take place at the Company's registered office at 3(rd) floor, 11-12 St. James's Square, London, SW1Y 4LB. The actions that Shareholders should take to vote on the Resolutions and/or apply for Open Offer Shares will be set out in the Circular, along with the recommendations of the Directors.

Expected Timetable of Principle Events

 
 Record Date for the Open Offer                                     6.00 p.m. on 10 December 
                                                                                        2018 
 Announcement of the Firm and Conditional                                   12 December 2018 
  Placing 
 Announcement of the Open Offer                                             13 December 2018 
 Ex-entitlement date for the Open Offer                             8.00 a.m. on 13 December 
                                                                                        2018 
 Publication of Circular and Application                                    13 December 2018 
  Form 
 Open Offer Entitlements and Excess                                      as soon as possible 
  CREST Open Offer Entitlements credited                               after 8.00 a.m. on 14 
  to stock accounts of Qualifying CREST                                        December 2018 
  Shareholders 
 First Admission and commencement of                                8.00 a.m. on 17 December 
  dealings in Firm Placing Shares commence                                              2018 
 Recommended latest time for requesting                             4.30 p.m. on 28 December 
  withdrawal of Open Offer Entitlements                                                 2018 
  and Excess CREST Open Offer Entitlements 
  from CREST 
 Latest time for depositing Open Offer                              3.00 p.m. on 31 December 
  Entitlements and Excess CREST Open                                                    2018 
  Offer Entitlements in to CREST 
 Latest time and date for splitting                                   3.00 p.m. on 2 January 
  of Application Forms (to satisfy bona                                                 2019 
  fide market claims only) 
 Latest time and date for receipt of                                 11.00 a.m. on 4 January 
  completed Application Forms and payment                                               2019 
  in full under the Open Offer and settlement 
  of relevant CREST instructions (as 
  appropriate) 
 Latest time and date for receipt of                                 11.00 a.m. on 4 January 
  Forms of Proxy for use at the General                                                 2019 
  Meeting 
 Announce result of Open Offer                                                7 January 2019 
 General Meeting                                                     11.00 a.m. on 8 January 
                                                                                        2019 
 Second Admission and commencement                                    8.00 a.m. on 9 January 
  of dealings in Conditional Placing                                                    2019 
  Shares and Open Offer Shares commence 
 CREST members' accounts credited in                                     as soon as possible 
  respect of Placing Shares and Open                                    after 8.00 a.m. on 9 
  Offer Shares in uncertificated form                                           January 2019 
 Dispatch of definitive share certificates                                   23 January 2019 
  for the Placing Shares Open Offer 
  Shares in certificated form 
 

For further information please visit http://www.directa-plus.com/ or contact:

 
 Directa Plus plc                               +39 02 36714458 
 Giulio Cesareo, CEO 
 Marco Ferrari, CFO 
 
 Cantor Fitzgerald Europe (Nominated Adviser 
  and Joint Broker)                             +44 20 7894 7000 
 Rick Thompson, Philip Davies, Will Goode 
  (Corporate Finance) 
 Caspar Shand Kydd (Sales) 
 
 N+1 Singer (Joint Broker)                      +44 20 7496 3069 
 Mark Taylor, Lauren Kettle (Corporate 
  Finance) 
  Mia Gardner (Corporate Broking) 
 
 Tavistock (Financial PR and IR)                +44 20 7920 3150 
 Simon Hudson, Sophie Praill, Edward Lee 
 

About Directa Plus

Directa Plus is principally focused on the two sectors in which it has a strong commercial advantage through developed and launched products and a technological lead: environmental (based on our Grafysorber(R) product) and textiles (based on our G+ products). In addition, the Company will continue to pursue opportunities in elastomers and composites (including tyres and asphalt), also using G+ products. All Directa Plus products are hypoallergenic, non-toxic and sustainably produced.

The person responsible for arranging the release of this announcement on behalf of Directa Plus is Marco Ferrari, Chief Financial Officer.

Definitions

The following definitions apply throughout this announcement, unless the context requires otherwise.

 
 "AIM"                                 a market operated by London 
                                        Stock Exchange; 
 "AIM Rules"                           the AIM Rules for Companies 
                                        as published by London Stock 
                                        Exchange from time to time; 
                                      -------------------------------------- 
 "Application Form"                    the personalised application 
                                        form that will be posted on 
                                        13 December 2018 for use by 
                                        Qualifying Non-CREST Shareholders 
                                        in connection with the Open 
                                        Offer; 
                                      -------------------------------------- 
 "Board" or "Directors"                the board of directors of the 
                                        Company; 
                                      -------------------------------------- 
 "Circular"                            the circular expected to be 
                                        published later today in connection 
                                        with the Conditional Placing 
                                        and Open Offer and containing 
                                        the Notice of General Meeting; 
                                      -------------------------------------- 
 "Company" or "Directa Plus"           Directa Plus plc, a company 
                                        incorporated in England & Wales 
                                        and with registered number 04679109; 
                                      -------------------------------------- 
 "Conditional Placing"                 the proposed conditional placing 
                                        by Cantor Fitzgerald and N+1 
                                        Singer of the Conditional Placing 
                                        Shares at the Issue Price; 
                                      -------------------------------------- 
 "Conditional Placing Shares"          the 2,044,000 new Ordinary Shares 
                                        to be conditionally placed by 
                                        Cantor Fitzgerald and N+1 Singer 
                                        pursuant to the Conditional 
                                        Placing; 
                                      -------------------------------------- 
 "CREST"                               the relevant system (as defined 
                                        in the CREST Regulations) for 
                                        paperless settlement of share 
                                        transfers and the holding of 
                                        shares in uncertificated form 
                                        which is administered by Euroclear 
                                        UK & Ireland Limited; 
                                      -------------------------------------- 
 "CREST Regulations"                   the Uncertificated Securities 
                                        Regulations 2001(SI 2001/3755) 
                                        (as amended); 
                                      -------------------------------------- 
 "Existing Ordinary Shares"            the Ordinary Shares in issue 
                                        at the date of this announcement; 
                                      -------------------------------------- 
 "Firm Placing"                        the placing by Cantor Fitzgerald 
                                        and N+1 Singer of the Firm Placing 
                                        Shares at the Issue Price; 
                                      -------------------------------------- 
 "Firm Placing Shares"                 the 4,256,000 new Ordinary Shares 
                                        which are to be placed by Cantor 
                                        Fitzgerald and N+1 Singer pursuant 
                                        to the Firm Placing; 
                                      -------------------------------------- 
 "First Admission"                     admission of the Placing Shares 
                                        to trading on AIM, in accordance 
                                        with Rule 6 of the AIM Rules; 
                                      -------------------------------------- 
 "General Meeting"                     the general meeting of the Company 
                                        convened for 11.00 a.m. on 8 
                                        January 2019 and any adjournment 
                                        thereof, notice of which is 
                                        to be set out in the Circular; 
                                      -------------------------------------- 
 "Issue Price"                         50 pence per new Ordinary Share; 
                                      -------------------------------------- 
 "Notice of General Meeting"           the notice of the General Meeting 
                                        to be set out at the end of 
                                        the Circular; 
                                      -------------------------------------- 
 "Open Offer"                          the conditional offer to Qualifying 
                                        Shareholders, constituting an 
                                        invitation to apply for the 
                                        Open Offer Shares on the terms 
                                        and subject to the conditions 
                                        set out in the Circular and, 
                                        in the case of Qualifying Non-CREST 
                                        Shareholders, in the Application 
                                        Form; 
                                      -------------------------------------- 
 "Open Offer Shares"                   up to 2,009,673 new Ordinary 
                                        Shares to be issued by the Company 
                                        pursuant to the Open Offer subject, 
                                        inter alia, to the passing of 
                                        Resolutions 1 and 2; 
                                      -------------------------------------- 
 "Ordinary Shares"                     ordinary shares of 0.25 pence 
                                        each in the capital of the Company; 
                                      -------------------------------------- 
 "Placing Shares"                      together the Firm Placing Shares 
                                        and Conditional Placing Shares; 
                                      -------------------------------------- 
 "Qualifying CREST Shareholders"       Qualifying Shareholders holding 
                                        Existing Ordinary Shares in 
                                        uncertificated form via CREST; 
                                      -------------------------------------- 
 "Qualifying Non-CREST Shareholders"   Qualifying Shareholders holding 
                                        Existing Ordinary Shares in 
                                        certificated form; 
                                      -------------------------------------- 
 "Qualifying Shareholders"             Shareholders whose Ordinary 
                                        Shares are on the register of 
                                        members of the Company at the 
                                        close of business on the Record 
                                        Date with the exclusion (subject 
                                        to exemptions) of persons with 
                                        a registered address or located 
                                        or resident outside the United 
                                        Kingdom; 
                                      -------------------------------------- 
 "Record Date"                         6.00 p.m. on 10 December 2018; 
                                      -------------------------------------- 
 "Resolutions"                         the resolutions to be proposed 
                                        at the General Meeting, details 
                                        of which are to be set out in 
                                        the Notice of General Meeting; 
                                      -------------------------------------- 
 "Shareholders"                        holders of Ordinary Shares; 
                                        and 
                                      -------------------------------------- 
 "Second Admission"                    admission of the Conditional 
                                        Placing Shares and Open Offer 
                                        Shares to trading on AIM, in 
                                        accordance with Rule 6 of the 
                                        AIM Rules. 
                                      -------------------------------------- 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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December 13, 2018 02:00 ET (07:00 GMT)

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