Grafenia plc Replacement: Result of GM and Open Offer (6728M)

TIDMGRA

RNS Number : 6728M

Grafenia plc

15 September 2023

The following announcement replaces the announcement released on 15 September 2023 at 10:22 under RNS number 6221M which contained four errors. These errors related to the amount of open offer shares subscribed for being understated by 10 Ordinary Shares and the subsequent effect that has on the number of Ordinary Shares in issue upon Second Admission.

All other details remain unchanged and the corrected announcement is set out below.

15 September 2023

Grafenia plc

("Grafenia" or "the Company" or the "Group")

Result of General Meeting

Result of Open Offer

Grafenia plc (AIM: GRA) is pleased to announce that at the Company's General Meeting held earlier today, the following resolutions were put to Shareholders at the meeting and were duly passed on a show of hands with the table below summarising proxy votes:

 
 Resolution                            Number       % of          Number      % of          Total         Number 
                                        of           votes         of votes    votes         votes         of votes 
                                        Votes        cast          against     cast          cast          withheld 
                                        for          (excluding                (excluding    (excluding 
                                                     votes                     votes         votes 
                                                     withheld)                 withheld)     withheld) 
 1. The Directors be 
  generally and unconditionally 
  authorised to allot 
  shares of the Company 
  or to grant rights 
  to subscribe for, or 
  to convert any security 
  into, shares of the 
  Company up to an aggregate 
  nominal value of GBP3,659,972.51.    39,223,820     99.77%       89,151        0.23%      39,312,971    5,639,919 
                                      -----------  ------------  ----------  ------------  ------------  ---------- 
 2. The Share Option 
  Plan be approved.                    35,168,759     97.62%       857,784       2.38%      36,026,543    8,926,347 
                                      -----------  ------------  ----------  ------------  ------------  ---------- 
 3. The CSOP Plan be 
  approved.                            35,168,759     97.62%       857,784       2.38%      36,026,543    8,926,347 
                                      -----------  ------------  ----------  ------------  ------------  ---------- 
 4. Subject to the passing 
  of Resolution 1, the 
  directors allot equity 
  securities for cash.                 44,858,739     99.80%       89,151        0.20%      44,947,890      5,000 
                                      -----------  ------------  ----------  ------------  ------------  ---------- 
 

Votes which have been cast at the discretion of the Chairman have been counted as votes for the resolutions. Votes Withheld are not votes in law and do not count in the number of votes counted for or against a resolution.

The Company also announces the results of the Open Offer pursuant to the Fundraising announced on 29 August 2023. The Company received valid acceptances from Qualifying Shareholders in respect of a total of 5,004,250 Open Offer Shares. All Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full and excess entitlements.

Accordingly, the Company is pleased to confirm that as a result of obtaining Shareholder approval for the Fundraising, the Company has raised total gross proceeds of approximately GBP23.4 million.

Director participation in the Fundraising

The Directors' interests in the Ordinary Shares of the Company following the Fundraising are set out below:

 
 Director             Existing       Number             Number         Number      Number         % of 
                       beneficial     of Subscription    of Ordinary    of Open     of Ordinary    Enlarged 
                       interest       Shares             Shares         Offer       Shares         Share 
                       in Ordinary    subscribed         held on        Shares      held on        Capital 
                       Shares         for                First          to be       Second 
                                                         Admission      received    Admission 
 Jan Mohr                        -                  -              -           -              -           - 
                     -------------  -----------------  -------------  ----------  -------------  ---------- 
 Gavin Cockerill            92,518                  -         92,518      46,259        138,777       0.04% 
                     -------------  -----------------  -------------  ----------  -------------  ---------- 
 Iain Brown                84, 075                  -        84, 075           -        84, 075       0.02% 
                     -------------  -----------------  -------------  ----------  -------------  ---------- 
 Richard Lightfoot         152,156                  -        152,156     467,646        619,802       0.16% 
                     -------------  -----------------  -------------  ----------  -------------  ---------- 
 Matthias 
  Riechert                       -          2,352,940      2,352,940           -      2,352,940       0.60% 
                     -------------  -----------------  -------------  ----------  -------------  ---------- 
 Simon Barrell              85,356                  -         85,356      42,678        128,034       0.03% 
                     -------------  -----------------  -------------  ----------  -------------  ---------- 
 Conrad Bona             1,168,841                  -      1,168,841   1,294,118      2,462,959       0.63% 
                     -------------  -----------------  -------------  ----------  -------------  ---------- 
 

The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation (2014/596/EU) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and as modified by or under the European Union (Withdrawal) Act 2018 or other domestic law, provides further detail.

Use of Proceeds

The Company set out in its announcement of 29 August 2023 the use of the proceeds from the Fundraise, a summary of which is as follows:

   --    to acquire more VMS businesses that match the Company's criteria; 

-- to repurchase certain of its existing Bond arrangements. It is expected that the Company will repurchase up to GBP7.6m of bonds at 87% of their face value (utilising up to GBP6.6m of the proceeds of the Fundraising excluding accrued interest payable and costs) on or around 21 September 2023; and

-- to pay GBP3.4m of deferred consideration that will become due for the first four acquisitions, and GBP0.3m of Fundraising costs.

Admission of New Ordinary Shares

Admission of the First Placing Shares and the Subscription Shares, totaling 154,705,874 new Ordinary Shares, is expected to occur on or around 20 September 2023. Admission of the Second Placing Shares and the Open Offer Shares, totaling 120,886,604 new Ordinary Shares, is expected to occur on or around 29 September 2023.

The Placing Shares, the Subscription Shares and the Open Offer Shares will, when issued and fully paid, rank equally in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after admission to trading on AIM.

Total Voting Rights

Upon First Admission, the Company's issued share capital will consist of 269,196,702 Ordinary Shares with one voting right each. The Company does not hold any ordinary shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 269,196,702. With effect from First Admission, this figure may be used by Shareholders as the denominator for calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Upon Second Admission, the Company's issued share capital will consist of 390,083,306 Ordinary Shares with one voting right each. The Company does not hold any ordinary shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 390,083,306. With effect from Second Admission, this figure may be used by Shareholders as the denominator for calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Annual General Meeting

The Company looks forward to welcoming shareholders at its Annual General Meeting to be held at the Company's offices at Nettl of Birmingham Business Store, 37a Great Charles Street Queensway, Birmingham B3 3JY at 10:00 am on Tuesday 26 September 2023.

All capitalised terms used throughout this announcement shall have the meanings given to such terms in the Definitions section in Appendix II to the Company's announcement dated 29 August 2023.

For further information:

Grafenia plc

Gavin Cockerill 07968 510 662

Allenby Capital Limited (Nominated Adviser and Broker)

David Hart / Piers Shimwell (Corporate Finance) 0203 328 5656

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 
       Details of the person discharging managerial responsibilities 
  1     / person closely associated 
       Name                                 1. Gavin Cockerill 
  a)                                         2. Richard Lightfoot 
                                             3. Simon Barrell 
                                             4. Conrad Bona 
      -----------------------------------  ------------------------------------ 
       Reason for the notification 
  2 
      ------------------------------------------------------------------------- 
       Position/status                      1. PDMR (Chief Executive) 
  a)                                         2. PDMR (Director) 
                                             3. PDMR (Non-Executive Director) 
                                             4. PDMR (Non-Executive Director) 
      -----------------------------------  ------------------------------------ 
       Initial notification/Amendment       Initial Notification 
  b) 
      -----------------------------------  ------------------------------------ 
       Details of the issuer, emission allowance market participant, 
  3     auction platform, auctioneer or auction monitor 
      ------------------------------------------------------------------------- 
       Name                                 Grafenia plc 
  a) 
      -----------------------------------  ------------------------------------ 
       LEI                                  213800OKTI2518K5KM22 
  b) 
      -----------------------------------  ------------------------------------ 
       Details of the transaction(s): section to be repeated 
  4     for (i) each type of instrument; (ii) each type of transaction; 
        (iii) each date; and (iv) each place where transactions 
        have been conducted 
      ------------------------------------------------------------------------- 
       Description of the financial         Ordinary shares of 1p each 
  a)    instrument, type of instrument 
      -----------------------------------  ------------------------------------ 
       Identification code                  GB0009638130 
      -----------------------------------  ------------------------------------ 
       Nature of the transaction            Purchase of Ordinary Shares 
  b)                                         pursuant to Open Offer 
      -----------------------------------  ------------------------------------ 
       Price(s) and volumes(s)              Price(s)           Volume(s) 
      -----------------------------------  -----------------  ----------------- 
                                            1 8.5 pence        1. 46,259 
                                             2. 8.5 pence       2. 467,646 
                                             3. 8.5 pence       3. 42,678 
 c)                                          4. 8.5 pence       4. 1,294,118 
      -----------------------------------  -----------------  ----------------- 
       Aggregated information               N/A (single transactions) 
  d) 
      -----------------------------------  ------------------------------------ 
       Aggregated volume                    N/A (single transactions) 
      -----------------------------------  ------------------------------------ 
       Price                                N/A (single transactions) 
      -----------------------------------  ------------------------------------ 
       Date of the transaction              15 September 2023 
  e) 
      -----------------------------------  ------------------------------------ 
       Place of the transaction             Outside of a trading venue 
  f) 
      -----------------------------------  ------------------------------------ 
 

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September 15, 2023 12:47 ET (16:47 GMT)