Maistro PLC Launch of Open Offer (5147I)

TIDMMAIS

RNS Number : 5147I

Maistro PLC

26 November 2018

Maistro plc

Launch of Open Offer

Maistro Plc (AIM: MAIS) ("Maistro" or the "Company") is pleased to announce that further to the Company's announcement on 13 November 2018 relating, amongst other things, to the proposed Open Offer, the Company will today launch an Open Offer which will enable existing shareholders to apply for a total of 25,000,000 new ordinary shares ("Open Offer Shares") at 1 penny per share ("the Issue Price") to raise up to GBP250,000 (before expenses) ("Open Offer").

Qualifying Shareholders will have a Basic Entitlement of 1 Open Offer Share for every 7.28423264 Existing Ordinary Shares held and will also have the opportunity to apply for additional shares under the Excess Application Facility with acceptance of applications under the Excess Application Facility at the full discretion of the Board.

The Open Offer is conditional on, inter alia, (i) completion of the Placing; (ii) the passing of each of the Resolutions; and (iii) Admission occurring by no later than 8:00 a.m. on 17 December 2018 (or such later times and/or dates as may be agreed between the Company and N+1 Singer, being no later than 8:00 a.m. on 4 January 2019.

 
Open Offer Statistics Number of Existing Ordinary Shares in issue 
   as at the date of this announcement                     182,105,816 
  Issue Price per Open Offer Share                             1 penny 
  Entitlement of Qualifying Shareholders under      1 Open Offer Share 
   the Open Offer                                            for every 
                                                   7.28423264 Existing 
                                                       Ordinary Shares 
  Number of Open Offer Shares*                              25,000,000 
  Gross proceeds of the Open Offer*                         GBP250,000 
 
 
 
 * Assuming take-up in full of the Open Offer by Qualifying Shareholders. 
 Capitalised terms not defined in this Announcement shall have the same meanings as set out 
 in the Company's announcement released at 1.25 p.m. on 13 November 2018 or in the section 
 entitled "Definitions" at the end of this announcement. 
 Expected Timetable for Principal Events  Record Date for entitlement to participate                    6:00 p.m. on 27 November 
    in the Open Offer                                                                2018 
   Printing and dispatch of the Circular, the                            28 November 2018 
    Form of Proxy and, to certain Qualifying Non-CREST 
    Shareholders, the Application Form 
   Ex-entitlement Date for the Open Offer                        8:00 a.m. on 28 November 
                                                                                     2018 
   Basic Entitlements and Excess CREST Entitlements          As soon as practicable after 
    credited to CREST stock accounts of Qualifying             8.00am on 29 November 2018 
    CREST Shareholders 
   Recommended latest time and date for requesting                4.30 p.m. on 7 December 
    withdrawal of Basic Entitlements and Excess                                      2018 
    CREST Entitlements from CREST 
   Latest time for depositing Basic Entitlements                 3:00 p.m. on 10 December 
    and Excess CREST Entitlements into CREST                                         2018 
   Latest time and date for splitting Application                3:00 p.m. on 11 December 
    Forms (to satisfy bona fide market claims only)                                  2018 
   Latest time and date for receipt of completed                11:00 a.m. on 13 December 
    Application Forms and payment in full under                                      2018 
    the Open Offer or settlement of relevant CREST 
    instruction (as appropriate) 
   Expected date of announcement of the results                          14 December 2018 
    of the Open Offer through a RIS 
   Admission of and dealings in Open Offer Shares                8:00 a.m. on 17 December 
    to trading on AIM                                                                2018 
   Open Offer Shares in uncertificated form expected         As soon as practicable after 
    to be credited to accounts in CREST (uncertificated          8:00 a.m. on 17 December 
    holders only)                                                                    2018 
   Expected date of dispatch of definitive share                           3 January 2019 
   certificates for the Open Offer Shares in certificated 
   form (certificated holders only) 
 
 
 Enquiries: 
  Maistro                                  [phone] 
   David Rowe (Chairman) 
   Laurence Cook 
   N+1 Singer (Nominated Adviser & 
    Broker)                                 [phone] 
   Shaun Dobson / James White (Corporate 
    Finance) 
   Tom Salvesen / Mia Gardner (Corporate 
    Broking) 
 

Definitions

 
 "Application Form"                the application form accompanying this 
                                    document to be used by Qualifying Non-CREST 
                                    Shareholders in connection with the Open 
                                    Offer 
 "Admission"                       admission of the Open Offer Shares to trading 
                                    on AIM and such admission becoming effective 
                                    in accordance with the AIM Rules for Companies 
 "Basic Entitlement"               the Open Offer Shares which a Qualifying 
                                    Shareholder is entitled to subscribe for 
                                    under the Open Offer calculated on the 
                                    basis of 1 Open Offer Share for every 7.28423264 
                                    Existing Ordinary Share held by that Qualifying 
                                    Shareholder as at the Record Date 
 "Board"                           the board of directors of the Company 
 "Circular"                        A circular which will provide further details 
                                    of the Open Offer 
 
 "CREST"                           the relevant system (as defined in the 
                                    CREST Regulations) in respect of which 
                                    Euroclear is the Operator (as defined in 
                                    the CREST Regulations) 
 
 "Excess Application               the mechanism whereby a Qualifying Shareholder, 
  Facility"                         who has taken up his Basic Entitlement 
                                    in full, can apply for Excess Shares as 
                                    more fully set out in Part II of this document, 
                                    which may be subject to scaling back in 
                                    accordance with the Allocation Policy 
 "Excess CREST Entitlements"       in respect of each Qualifying CREST Shareholder 
                                    who has taken up his Basic Entitlement 
                                    in full, the entitlement to apply for Open 
                                    Offer Shares in addition to his Basic Entitlement 
                                    credited to his stock account in CREST, 
                                    pursuant to the Excess Application Facility, 
                                    which may be subject to scaling back in 
                                    accordance with the Allocation Policy 
 "Excluded Overseas                other than as decided by the Company, in 
  Shareholders"                     its absolute discretion, or as permitted 
                                    by applicable law, Shareholders who are 
                                    located or have registered addresses in 
                                    a Restricted Jurisdiction 
 "Ex-Entitlement Date"             8:00 a.m. on 28 November 2018 
 "Existing Ordinary                the 182,105,816 Ordinary Shares in issue 
  Shares"                           at the Latest Practicable Date 
 "Form of Proxy"                   the form of proxy for use by Shareholders 
                                    in connection with the General Meeting, 
                                    which is enclosed with this document 
 "GM Circular"                     the circular dispatched to Shareholders 
                                    on 15 November 2018 in relation to, inter 
                                    alia, the Placing 
 "Latest Practicable               means 6:00 p.m. on 27 November 2018, being 
  Date"                             the latest practicable date prior to publication 
                                    of the Circular 
 "Open Offer Entitlements          an entitlement to subscribe for Open Offer 
                                    Shares, allocated to a Qualifying Shareholder 
                                    under the Open Offer being the Basic Entitlement 
                                    and the Excess Entitlement 
 "Qualifying CREST Shareholders"   Qualifying Shareholders whose Existing 
                                    Ordinary Shares on the register of members 
                                    of the Company on the Record Date are in 
                                    uncertificated form 
 "Qualifying Non-CREST             Qualifying Shareholders whose Existing 
  Shareholders"                     Ordinary Shares on the register of members 
                                    of the Company on the Record Date are held 
                                    in certificated form 
 "Qualifying Shareholders"         holders of Existing Ordinary Shares on 
                                    the register of members of the Company 
                                    at the Record Date with the exception (subject 
                                    to certain exceptions) of Excluded Overseas 
                                    Shareholders 
 "Record Date"                     6:00 p.m. on 27 November 2018 

 "Resolutions"                     the resolutions set out in the notice of 
                                    General Meeting attached to the GM Circular 
                                    to authorise the Directors to allot up 
                                    to 250,000,000 Ordinary Shares on a non-pre-emptive 
                                    basis 
 "RIS"                             Regulatory Information Service 
 
 

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November 26, 2018 08:29 ET (13:29 GMT)