DG Innovate plc (LON:DGI), the advanced research and development company developing pioneering solutions in sustainable mobility and energy storage, has announced that it has conditionally raised £786,500 (before expenses), pursuant to a placing of 786,500,000 new ordinary shares of 0.01p each at a placing price of 0.10 pence per ordinary share, with certain institutional and other investors.
The Placing was cornerstoned by Norway’s largest financial services group, DNB ASA, which will hold 4.89% of the Company’s enlarged issued ordinary share capital on admission of the Placing Shares. The Placing was substantially oversubscribed, with the Placing Shares broadly representing the remaining Ordinary Shares available to be placed by the Company under the FCA’s Prospectus Regulation Rules without having to issue a prospectus.
Cavendish Capital Markets Limited acted as sole bookrunner to the Placing.
The Placing Price represents a discount of approximately 11.11 per cent. to the closing mid-market price of 0.1125 pence per Ordinary Share on 8 May 2024 (being the last business day before the release of this Announcement).
The net proceeds from the Placing will provide the Company with short term funding to support the establishment of the joint venture with EVage Automotive Pvt. Limited and other commercial strategies, and also to strengthen the Company’s balance sheet ahead of a proposed move to the AIM market of the London Stock Exchange and an associated fundraise.
The Company has the authority to issue and allot the Placing Shares pursuant to certain existing shareholder authorities granting such powers to the directors at the Company’s Annual General Meeting held on 19 July 2023.
As announced on 29 April 2024, Martin Boughtwood notified the Company that his wife, Denise Boughtwood, had undertaken a number of trades in the Company’s Ordinary Shares that had not been previously notified or otherwise disclosed to the Company as required by MAR. The Company confirms that it is well advanced in its investigation and further announcements will be made in due course as appropriate.
Details of the Placing and the Placing Agreement
Under the terms of a placing agreement entered into today between Cavendish and the Company (the “Placing Agreement“), Cavendish has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares to raise £786,500.
Cavendish has conditionally placed the Placing Shares with certain institutional investors at the Placing Price. The Placing is not being underwritten by Cavendish.
The Placing has raised gross proceeds of £786,500 through the Placing of the Placing Shares at the Placing Price. The Placing Price represents a discount of 11.11 per cent. to the closing mid-market price of 0.1125 pence per Ordinary Share on 8 May 2024 (being the last business day before the release of this Announcement).
The Placing Shares will represent approximately 7.12 per cent. of the Company’s issued ordinary share capital on Admission.
The Placing is conditional, inter alia, on:
· The Placing Agreement not having been terminated in accordance with its terms prior to Admission (as defined below) of the Placing Shares to trading on the Main Market of the London Stock Exchange; and
· Admission becoming effective by no later than 8.00 a.m. on 14 May 2024 or such later time and/or date as the Company and Cavendish may agree (being no later than 8.00 a.m. on 3 June 2024).
The Placing Agreement contains customary warranties given by the Company to Cavendish as to matters in relation to, inter alia, the accuracy of information in this announcement and other matters relating to DG Innovate and its business. In addition, the Company has provided a customary indemnity to Cavendish in respect of liabilities arising out of or in connection with the Placing.
Cavendish is entitled to terminate the Placing Agreement in certain circumstances prior to Admission, including where any of the warranties are found not to be true or accurate or were misleading in any respect, the failure of the Company to comply in any material respect with any of its obligations under the Placing Agreement, the occurrence of certain force majeure events or a material adverse change in the business of the Company or in financial or trading position or prospects of the Company.
Admission, Settlement, Dealings and Total Voting Rights
The Placing Shares will be issued credited as fully paid and will rank pari passu with the Company’s existing Ordinary Shares. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.
Application has been made for the Placing Shares to be admitted to the Official List of the FCA and admitted to trading on the Main Market of the London Stock Exchange (“Admission“). It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on 14 May 2024.
Upon Admission, the Company’s issued share capital will consist of 11,050,248,440 Ordinary Shares with one voting right each. The Company holds 357,142 Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company will be 11,049,891,298. With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of DG Innovate under the FCA’s Disclosure Guidance and Transparency Rules.
