Hertsford Capital PLC Result of General Meeting (8668H)

TIDMHERT

RNS Number : 8668H

Hertsford Capital PLC

27 March 2020

Hertsford Capital plc

('Hertsford' or 'Company')

Result of General Meeting

Acquisition of OTAQ

5 for 1 Share Consolidation

Placing raising GBP1.5million at 57.5p per share

The Company is pleased to announce that at its General Meeting, held earlier today, all of the Resolutions set out in the circular dated 10 March 2020 ('Circular') were duly passed by the requisite majorities .

The resolutions authorised, amongst other matters:

- a share consolidation comprising the consolidation of every five existing ordinary shares into one consolidated ordinary share ('Consolidated Share');

- in connection with the acquisition of the entire issued and to be issued share capital of OTAQ Group Limited ('OTAQ') for consideration of GBP12.4 million, satisfied through the issue of 21,539,904 Consolidated Shares at 57.5 pence per Consolidated Share, the waiver of any obligation that would otherwise arise under Rule 9 of the Takeover Code for any of the Concert Party to make a general offer to shareholders, as a result of the allotment and issue to them of the Consideration Shares, the Concert Party Placing Shares, the Concert Party Warrant Shares and the Option Shares (each as defined in the Circular);

- a placing raising c.GBP1.5 million (before expenses) through the issue of 2,608,694 Consolidated Shares at 57.5 pence per Consolidated Share.

Admission of the enlarged share capital to trading on the Standard segment of the Official List is expected to occur at 8 a.m. on 31 March 2020, under the ticker OTAQ.

Phil Newby, CEO of OTAQ, commented: "We are excited by the opportunity we now have to develop our operations and products, building on the rapid progress we have made in recent years. This listing and additional capital will allow us take advantage of the many growth opportunities we have, and accelerate the development of new products.

"OTAQ now has the potential to become a global player in the aquaculture marketplace and we are determined to generate significant shareholder value in the years to come."

Enquiries:

 
 Hertsford Capital PLC                                                                   Via Walbrook 
 Harry Hyman, Chairman 
 
 EGR Corporate Broking (Rule 3 Adviser to Hertsford)                               Tel: [phone] 
 Jonathan Hall 
 
 Dowgate Capital Ltd (Broker & Adviser to OTAQ)                                    Tel: [phone] 
 James Serjeant 
 
 Walbrook PR Ltd                                       Tel: [phone] or [e-mail] 
 Tom Cooper / Nick Rome                                            Mob: [phone] 
 

Details of the Acquisition and the Placing

On 10 March 2020, the Company entered into a purchase agreement with certain shareholders of OTAQ pursuant to which the Company agreed to purchase approximately 86% of the issued share capital of OTAQ and has subsequently exercised the "drag" provisions in the articles of association of OTAQ to acquire the outstanding c.14% of OTAQ's issued share capital.

The Company has also raised c.GBP1.5 million before expenses via the issue of 2,608,694 Consolidated Shares at 57.5 pence per Consolidated Share.

Following the passing of the resolutions at the general meeting of the Company today, completion of the acquisition of OTAQ and the Placing to raise GBP1.5 million are conditional upon:

- admission of the enlarged share capital of the Company to the standard segment of the Official List and to trading on the main market of the London Stock Exchange; and

   -      the placing agreement between the Company and Dowgate Capital becoming unconditional. 

It is expected that admission will become effective and that dealings in the Consolidated Shares will commence at 8am on 31 March 2020.

Share Consolidation

The Share Consolidation will comprise the consolidation of every five Existing Ordinary Shares into one Consolidated Share. The record date for the consolidation will be 30 March 2020.

As all of the Existing Ordinary Shares will be consolidated, the proportion of issued ordinary share holdings in the Company held by each Shareholder immediately before and immediately after the Share Consolidation will, except for fractional entitlements (the treatment of which is described in the Circular), remain unchanged.

Following Admission, the Company's new ISIN Code will be GB00BK6JQ137 and its new SEDOL Code will be BK6JQ13.

The Concert Party

Certain of the shareholders of OTAQ are considered to be "acting in concert" for the purposes of the Takeover Code, as such term is defined in the Takeover Code, (the "Concert Party). Full details of the Concert Party are set out in the circular sent to shareholders on 10 March 2020 and in the prospectus published on 24 March 2020. In total the Concert Party will at admission own 29.9% of the issued share capital of the Company (33.6% of the fully diluted share capital).

The resolution passed at the general meeting of the Company waived the obligation of the Concert Party to make a general offer for the shares in the Company that it did not already own.

Change of Name

The Company will change its name to "OTAQ PLC", with such change of name to become effective upon the issue of a certificate of the change of name by the Registrar of Companies. A further announcement will be made once the certificate of change of name is issued.

It is intended for the Company's website address to be changed to www.otaq.com .

Board Changes

At Admission Harry Hyman and Rodger Sargent will resign as Directors of the Company with Alex Hambro assuming the role of non-executive Chairman of the Company and Sarah Gills continuing as a non-executive Director.

The following individuals will be appointed directors of Company at Admission:

Philip Newby (Chief Executive)

Phil joined OTAQ in June 2014 as commercial director and was appointed chief executive in March 2016. From 1993 to 1996 Phil was general manager of Unique Systems LLC an offshore equipment rental business operating in the Middle East and India. From 1996 to 2011 Phil was chief executive of Trelleborg Offshore Barrow-In-Furness Limited, a business that supplied flowline and cable protection to the offshore oil and gas industry. In 2011, Phil joined Unique Systems Russia LLC which was developing umbilical systems for commercial diving operations.

Simon Walters (Chief Financial Officer)

Simon has been Finance Director of a number of Listed and AIM-quoted companies including Shani plc, Bilston & Battersea Enamels plc, AFC Energy plc and Neville Porter plc. Since 2003, Simon has provided finance director services to a portfolio of listed and unlisted companies in various sectors, currently through Headline FD Limited, of which he is a director.

George Watt (Non-Executive Director)

George started his career with KPMG where he qualified as a chartered accountant and worked for 10 years in the UK and the United States. He then joined STV Group plc in 1999 where he spent 20 years as chief financial officer before retiring from the board in 2019. George is currently non-executive chairman of Spaceandpeople PLC, an AIM quoted destination media and retail solutions specialist operating in the UK and Germany, and has held other non-executive director positions in the technology sector .

In relation to the appointments of Philip Newby, Simon Walters and George Watt no other information is required to be disclosed under the Financial Conduct Authority's Listing Rule 9.6.13.

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March 27, 2020 06:25 ET (10:25 GMT)