DG Innovate plc (LON:DGI), the advanced research and development company developing pioneering solutions in sustainable mobility and energy storage, has announced its intention to conduct a conditional fundraising to raise gross proceeds of approximately £500,000 by means of a placing of new ordinary shares in the capital of the Company to certain institutional investors at a price of 0.08 pence per Ordinary Share.
The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix II to this Announcement.
A further announcement confirming the closing of the Bookbuild and the number of Placing Shares to be issued pursuant to the Placing is expected to be made in due course.
Placing Highlights
· Placing to raise approximately £500,000 (before expenses) through the issue of approximately 625,000,000 Placing Shares at the Issue Price.
· Placing to be conducted via an accelerated bookbuild process launching today.
· The Placing Shares, assuming full take-up of the Placing, will represent approximately 4.86 per cent. of the Enlarged Issued Share Capital.
Capitalised terms used but not otherwise defined in this Announcement shall have the meanings ascribed to such terms in Appendix I of this Announcement, unless the context requires otherwise.
Reasons for the Placing and Use of Proceeds
The net proceeds from the Placing will be used to:
· support the joint venture with EVage Automotive Pvt. Limited, as originally announced on 28 March 2024 and updated on 27 November 2024; and
· provide ongoing working capital for the Company.
The net proceeds from the Placing will ensure that the Company has sufficient funds for its immediate needs until early February 2025. Accordingly, in conjunction with its commercial activities, the Company will continue to seek further funding and is currently in preliminary discussions with various parties regarding other funding solutions.
The Company has also agreed to satisfy the commission payable to the Bookrunner, conditional on a successful Placing, by the allotment and issue of c.43,750,000 new Ordinary Shares at the Issue Price.
The Placing
The Company intends to issue approximately 625,000,000 Placing Shares to raise gross proceeds of approximately £500,000, to participants in the Placing. Applications will be made to (i) the FCA for admission of the Placing Shares to listing on the Equity Shares (Transition) category of the Official List; and (ii) London Stock Exchange plc for admission of the Placing Shares to trading on its main market for listed securities. Admission is expected to occur on or around 17 December 2024.
Zeus Capital Limited is acting as sole bookrunner, in connection with the Placing. The Placing Shares are being offered by way of an accelerated bookbuild, which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix II to this Announcement.
Admission of the Placing Shares is conditional, inter alia, upon the placing agreement dated 10 December 2024 between the Company and the Bookrunner not having been terminated and becoming unconditional in all respects.
The Placing is conditional upon, amongst other things:
· each of the warranties given by the Company in the Placing Agreement being true and accurate in all respects and not misleading on the date of the Placing Agreement and at Admission;
· admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 17 December 2024 (or such later time and / or date as the Company and the Bookrunner shall agree, not being later than 8.00 a.m. on 31 January 2025;
· the Company having fully performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission; and
· the Placing Agreement not having been terminated by the Bookrunner in accordance with its terms.
The timing of the closure of the Bookbuild and the allocation of the Placing Shares to be issued at the Issue Price are to be determined at the discretion of DG Innovate and the Bookrunner.
The Issue Price represents a discount of 15.8 per cent. to the closing mid-market price of 0.095 pence per Ordinary Share on 9 December 2024 (being the last business day before the release of this Announcement).
Admission
Applications will be made to the FCA for admission of the Placing Shares and the Broker Shares to listing on the Equity Shares (Transition) category of the Official List; and the London Stock Exchange for admission of the Placing Shares to trading on the Main Market. It is expected that Admission will become effective and dealings in the Placing Shares and the Broker Shares will commence at 8.00 a.m. on or around 17 December 2024.
A further announcement will be made following the closure of the Bookbuild, confirming final details of the Placing.
The Placing is not being underwritten.
