Further to the announcement made at 4:35pm on 21 February 2024 of the proposed equity fundraising, Hardide plc (LON:HDD) has announced that it has conditionally raised gross proceeds of £0.88 million at the Issue Price of 4.5p through (i) the Placing of 16,999,996 Placing Shares to new and existing institutional investors and (ii) the Subscription for 2,555,554 Subscription Shares by certain directors of the Company (and their associates).
The Issue Price represents a discount of 21.7 per cent. to the closing middle market price of 5.75 pence per Ordinary Share on 20 February 2024, being the last business day prior to the Fundraising Announcement. The Placing was undertaken through an accelerated bookbuild process.
The net proceeds of the Fundraising will provide the Company with the resources needed to meet the Group’s working capital requirements and its corporate costs, at anticipated revenue levels, for the remainder of the financial year to 30 September 2024.
Related party transaction
Certain of the Company’s directors, have either themselves or through parties affiliated with them, subscribed for an aggregate 2,555,554 new Ordinary Shares at the Issue Price as part of the Fundraising and their resulting shareholdings on Admission will be as follows:
| Name | As at the date of this Announcement | Immediately following Admission | |||
| No. of existing Ordinary Shares | Percentage of existing Ordinary Share capital | No. of new Ordinary Shares subscribed for | No. of Ordinary Shares held following Admission | Percentage of enlarged Ordinary Share capital | |
| Andrew Boyce* | 7,830,336 | 13.29% | 2,222,222 | 10,052,558 | 12.81% |
| Andrew Magson | 24,549 | 0.04% | 166,666 | 191,215 | 0.24% |
| Matthew Hamblin | – | – | 111,111 | 111,111 | 0.14% |
| Timothy Rice | 27,625 | 0.05% | 55,555 | 83,180 | 0.11% |
* the shareholding and subscription by Andrew Boyce includes that of his father and associated entities
The FCA notification in relation to the Subscribing Director transactions set out above made in accordance with the requirements of UK MAR is appended below.
The participation of the Subscribing Directors in the Fundraising constitutes a related party transaction under Rule 13 of the AIM Rules.
Accordingly, Stephen Paul, Simon Hallam, Yuri Zhuk and Philip Kirkham, as the independent directors for the purposes of the Fundraising, consider, having consulted with the Company’s Nominated Adviser, Cavendish, that the terms of the participation in the Fundraising by the Subscribing Directors are fair and reasonable insofar as the Company’s shareholders are concerned.
Canaccord Genuity Group Inc. has agreed to subscribe, in aggregate, for 1,333,333 Placing Shares. Canaccord is a related party of the Company for the purposes of the AIM Rules by virtue of its status (together with associates) as a substantial shareholder (as defined by the AIM Rules) in the Company. Stephen Paul, Simon Hallam, Yuri Zhuk and Philip Kirkham, as the independent directors in respect of the Fundraising, consider, having consulted with the Company’s nominated adviser, Cavendish, that the terms upon which Canaccord has participated in the Placing are fair and reasonable insofar as the Company’s shareholders are concerned.
Admission, Settlement and Dealings
Application has been made to the London Stock Exchange for admission of a total of 19,555,550 new Ordinary Shares (being the Fundraising Shares and those additional new Ordinary Shares to be issued in respect of the satisfaction of certain associated fees) to trading on AIM, being the market of that name operated by the London Stock Exchange.
It is expected that Admission will take place on or around 8.00 a.m. on 23 February 2024 and that dealings in those new Ordinary Shares on AIM will commence at the same time.
Following Admission, the Company will have 78,457,509 Ordinary Shares in issue. The new Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Total Voting Rights
Following Admission, the total number of Ordinary Shares in issue will be 78,457,509. Hardide does not hold any shares in treasury and therefore, following Admission, the total number of voting shares in issue will be 78,457,509. This figure may be used by Shareholders 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 Company under the FCA’s Disclosure Guidance and Transparency Rules.
Capitalised terms used in this Announcement have the meanings given to them in the Fundraising Announcement, unless the context requires otherwise.
