Quadrise to raise £1 million via Retail Offer

Quadrise Plc (LON:QED), the supplier of innovative energy solutions for a cleaner planet, is pleased to announce a retail offer via the BookBuild Platform to raise gross proceeds of up to £1 million through the issue of new ordinary shares of £0.01 each in the capital of the Company. 

Under the Retail Offer up to 33,333,333 new Ordinary Shares will be made available at a price of 3 pence per Retail Offer Share, although, the amount to be raised pursuant to the Retail Offer may be appropriately increased with additional demand.

In addition to the Retail Offer, and as announced by the Company earlier today, the Company has conditionally raised gross proceeds of £4.53 million by way of an upsized and oversubscribed placing of £4.50 million and £0.03 million through a direct subscription by certain Directors of the Company at the Issue Price.

A separate announcement was released by the Company on 23 January 2025 which sets out the terms of the Placing and the Subscription together with the reasons for the Placing and the Subscription and the use of proceeds. The net proceeds of the Retail Offer will be utilised for product and business development, equipment purchases and to strengthen the Company’s balance sheet.

The new Ordinary Shares to be issued in the Retail Offer, together with the Placing Shares and the Subscription Shares will be issued and allotted under the Company’s existing allotment and dis-application of pre-emption rights authorities obtained at the Company’s last annual general meeting held on 22 November 2024.

The Retail Offer is not part of the Placing or the Subscription. Completion of the Retail Offer is conditional upon, inter alia, completion of the Placing and the Subscription and the Placing Shares, Subscription Shares and the Retail Offer Shares being admitted to trading on the AIM market operated by London Stock Exchange plc. Completion of the Placing and the Subscription is not conditional on the completion of the Retail Offer.

Application will be made to the London Stock Exchange for the Retail Offer Shares to be admitted to trading on AIM. It is anticipated that Second Admission will become effective and that dealings in the Retail Offer Shares will commence on AIM at 8.00 a.m. on 3 February 2025 or such later time and/or date as Shore, VSA, Cavendish (as defined below) and the Company agree (being in any event no later than 8.00 a.m. on 28 February 2025).

Expected timetable in relation to the Retail Offer

The dates and times set out in the above timetable are indicative only and may be subject to change. Any changes to the expected timetable set out above will be notified by the Company through an  announcement via a Regulatory Information Service (as defined in the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time)). References to times are to London times unless otherwise stated.

Dealing Codes

Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer.

The Company is therefore making the Retail Offer available in the United Kingdom through the financial Intermediaries (as defined below) which will be listed, subject to certain access restrictions, on the following website https://www.bookbuild.live/deals/L7PW01/authorised-intermediaries .

Shore Capital Stockbrokers Limited will be acting as retail offer coordinator in relation to this Retail Offer.

Existing retail shareholders can contact their broker or wealth manager to participate in the Retail Offer. In order to participate in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild platform and agree to the final terms and the retail offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any Intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).

Any expenses incurred by any Intermediary are for its own account. Investors should confirm separately with any Intermediary whether there are any commissions, fees or expenses that will be applied by such Intermediary in connection with any application made through that Intermediary pursuant to the Retail Offer.

The Retail Offer will be open to eligible investors in the United Kingdom at 7.05 am on 24 January 2025. The Retail Offer is expected to close at 4.30 pm on 30 January 2025. Investors should note that Intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

If any Intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact BookBuild at email: [email protected].

The Retail Offer the subject of this announcement is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares : (i) be a customer of one of the participating Intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating Intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been made and accepted via an Intermediary, it cannot be withdrawn.

The Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

The Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail Offer that the aggregate total consideration payable for the Retail Offer Shares will not exceed £2 million (or the equivalent in Euros). The exemption from the requirement to publish a prospectus, set out in section 86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will apply to the Retail Offer.

The Retail Offer is not being made into any jurisdiction other than the United Kingdom or to US Persons (as defined in Regulation S of the US Securities Act 1933, as amended).

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors’ commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the FCA’s Disclosure Guidance and Transparency Rules and UK MAR.

There is a minimum subscription of £100 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the Intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/L7PW01/authorised-intermediaries .

There is no maximum application amount to apply in the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant Intermediaries including relevant commission or fee charges.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for Retail Offer Shares and an investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested. Neither past performance nor any forecasts should be considered a reliable indicator of future results.