07:00 Thu 13 Dec 2018
Directa Plus PLC - Announcement of Open Offer
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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM
("Directa Plus" or the "Company")
Open Offer to raise up to approximately
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
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
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
Expected Timetable of Principle Events
Record Date for the Open Offer |
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Announcement of the Firm and Conditional Placing |
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Announcement of the Open Offer |
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Ex-entitlement date for the Open Offer |
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Publication of Circular and Application Form |
13 December 2018 |
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders |
as soon as possible after |
First Admission and commencement of dealings in Firm Placing Shares commence |
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Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST |
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Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements in to CREST |
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Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only) |
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Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) |
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Latest time and date for receipt of Forms of Proxy for use at the General Meeting |
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Announce result of Open Offer |
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General Meeting |
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Second Admission and commencement of dealings in Conditional Placing Shares and Open Offer Shares commence |
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CREST members' accounts credited in respect of Placing Shares and Open Offer Shares in uncertificated form |
as soon as possible after |
Dispatch of definitive share certificates for the Placing Shares Open Offer Shares in certificated form |
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For further information please visit http://www.directa-plus.com/ or contact:
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+39 02 36714458 |
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+44 20 7894 7000 |
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N+1 Singer (Joint Broker) |
+44 20 7496 3069 |
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Tavistock (Financial PR and IR) |
+44 20 7920 3150 |
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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® 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
Definitions
The following definitions apply throughout this announcement, unless the context requires otherwise.
"AIM" |
a market operated by
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"AIM Rules" |
the AIM Rules for Companies as published by
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"Application Form" |
the personalised application form that will be posted on
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"Board" or "Directors" |
the board of directors of the Company;
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"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" |
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"Conditional Placing" |
the proposed conditional placing by
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"Conditional Placing Shares" |
the 2,044,000 new Ordinary Shares to be conditionally placed by
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"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
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"CREST Regulations" |
the Uncertificated Securities Regulations 2001(SI 2001/3755) (as amended);
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"Existing Ordinary Shares" |
the Ordinary Shares in issue at the date of this announcement;
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"Firm Placing"
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the placing by
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"Firm Placing Shares" |
the 4,256,000 new Ordinary Shares which are to be placed by
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"First Admission"
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admission of the Placing Shares to trading on AIM, in accordance with Rule 6 of the AIM Rules;
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"General Meeting" |
the general meeting of the Company convened for
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"Issue Price"
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"Notice of General Meeting"
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the notice of the General Meeting to be set out at the end of the Circular;
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"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;
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"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;
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"Ordinary Shares"
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ordinary shares of
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"Placing Shares" |
together the Firm Placing Shares and Conditional Placing Shares;
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"Qualifying CREST Shareholders" |
Qualifying Shareholders holding Existing Ordinary Shares in uncertificated form via CREST;
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"Qualifying Non-CREST Shareholders" |
Qualifying Shareholders holding Existing Ordinary Shares in certificated form;
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"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
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"Record Date" |
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"Resolutions" |
the resolutions to be proposed at the General Meeting, details of which are to be set out in the Notice of General Meeting;
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"Shareholders" |
holders of Ordinary Shares; and
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"Second Admission"
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admission of the Conditional Placing Shares and Open Offer Shares to trading on AIM, in accordance with Rule 6 of the AIM Rules.
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