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Result of Placing and Subscription

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Getech Group plc, a world-leading locator of subsurface resources, is pleased to confirm that, further to the Company's announcement released at 5.55 p.m. on 8 August 2024 (the "Fundraising Announcement"), the bookbuild has now closed and the Company has, conditionally, raised gross proceeds of £1.5 million before expenses by way of a successful placing of, and subscription for, a total of 75,000,000 new Ordinary Shares at the Issue Price of 2 pence per share (the "Placing and Subscription").

Capitalised terms used in this announcement (the "Announcement") have the meanings given to them in the Fundraising Announcement, unless the context provides otherwise.

Cavendish Capital Markets Limited ("Cavendish") acted as nominated adviser, broker and sole bookrunner in respect of the Placing.

The Placing and Subscription and the issue of the Placing and Subscription Shares are conditional upon, amongst other things:

  • shareholder approval of the Resolution to be proposed at a general meeting of the Company;
  • Admission taking place by no later than 8.00 a.m. on 28 August 2024 (or such later date as Cavendish may agree in writing with the Company, being not later than 8.00 a.m. on 12 September 2024).

Director Participation

The following Directors of the Company have participated in the Subscription:

Name of DirectorNumber of new Ordinary Shares acquiredTotal Ordinary Shares following the FundraisingTotal interest in the enlarged issued share capital 1,2
Michael Covington1,328,7501,378,5670.90%
Richard Bennett896,878961,0240.63%
Andrew Darbyshire914,7721,004,7720.66%
Chris Jepps1,082,8282,057,0061.35%
Emma Parker331,750331,7500.22%

1 Assuming full take up of the Retail Offer

Related Party Transaction

Michael Covington, Richard Bennett, Andrew Darbyshire, Chris Jepps and Emma Parker (together, the "Subscribers"), as directors of the Company, are considered to be "related parties" as defined under the AIM Rules and accordingly their participation in the Subscription constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules. The Subscribers have conditionally subscribed for, in aggregate, 4,554,978 new Ordinary Shares at the Issue Price. Alyson Levitt, who is not participating in the Fundraising, and is therefore considered to be an independent Director for the purposes of the Fundraising, considers, having consulted with Cavendish Capital Markets Limited, that the terms of the related party transaction are fair and reasonable insofar as the Shareholders are concerned.

Admission & Total Voting Rights

Completion of the Placing and Subscription remains subject, inter alia, to Admission of the Placing and Subscription Shares. Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM. It is expected that dealings in the New Shares will commence on or around 8.00 a.m. on 28 August 2024 (or such time and/or date as the Company and Cavendish may agree, being not later than 12 September 2024).

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

General Meeting & Posting of Circular

The General Meeting to approve the Resolution is to be held at 10.00 a.m. on 27 August 2024 at Cavendish at One Bartholomew Close, London EC1A 7BL.

The Circular, containing the Notice of the General Meeting, which sets out the Resolution and further details on the Fundraising, is expected to be available to Shareholders of the Company on or about 9 August 2024 and will be available on the Company's website at www.https://getech.com/getech-investors/documents-circulars/.com. The Circular will include a unanimous Board recommendation that all shareholders vote in favour of the Resolutions.

The Fundraising is conditional, among other things, upon the passing of the Resolution. Shareholders should be aware that if the Resolution is not approved by Shareholders at the General Meeting, the Fundraising will not proceed as proposed, the Company will not receive any of the funds raised.

Timetable

The expected regarding the proposed Fundraising is set out below.

The times and dates set out below, and mentioned throughout this Announcement, are subject to change, and may be adjusted by the Company in consultation with Cavendish. The timetable below also assumes that the Resolution is passed at the General Meeting without adjournment. In the event of any significant changes from the expected timetable below, details of the new times and dates will be notified to Shareholders by an announcement on a Regulatory Information Service.

Posting of the Circular and the Notice of General Meeting9 August 2024
Announcement of the Retail Offer9 August 2024
Announcement of the results of the Retail Offer22 August 2024
Latest time and date for receipt of Form of Proxy or CREST or Proxymity proxy appointment for the General Meeting10.00 a.m. on 22 August 2024
Voting record date5.00 p.m. on 22 August 2024
General Meeting10.00 a.m. 27 August 2024
Announcement of result of General Meeting27 August 2024
Admission and commencement of dealings of the New Shares expected to commence on AIM8.00 a.m. on 28 August 2024
CREST accounts credited in respect of the New Shares to be held in uncertificated form28 August 2024
Expected date for dispatch of definitive share certificates for all New Shares to be held in certificated formWithin 10 Business Days of Admission

Notes:

  • Each of the times and dates in the above timetable, and shown elsewhere in this document, are indicative only and if any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.
  • All of the above times refer to London time unless otherwise stated.
  • All events listed in the above timetable following the announcement of the results of the General Meeting are conditional on the passing of the Resolution at the General Meeting.
a)NameMichael Covington
2Reason for the notification
a)Position/statusChairman
b)Initial notification/amendmentInitial notification
a)NameGetech Group plc
b)LEI213800L36BCDMGT89738
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 0.25 pence each GB00B0HZVP95
b)Nature of the transactionConditional agreement to subscribe for ordinary shares of 0.25 pence each
c)Price(s) and volume(s)
PriceVolume
2p1,328,750
d)Aggregated information - Aggregated volume - Pricen/a
e)Date of the transaction8 August 2024
f)Place of the transactionLondon Stock Exchange, AIM
1Details of the person discharging managerial responsibilities
a)NameRichard Bennett
2Reason for the notification
a)Position/statusChief Executive Officer
b)Initial notification/amendmentInitial notification
a)NameGetech Group plc
b)LEI213800L36BCDMGT89738
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 0.25 pence each GB00B0HZVP95
b)Nature of the transactionConditional agreement to subscribe for ordinary shares of 0.25 pence each
c)Price(s) and volume(s)
PriceVolume
2p896,878
d)Aggregated information - Aggregated volume - Pricen/a
e)Date of the transaction8 August 2024
f)Place of the transactionLondon Stock Exchange, AIM
1Details of the person discharging managerial responsibilities
a)NameAndrew Darbyshire
2Reason for the notification
a)Position/statusChief Financial Officer
b)Initial notification/amendmentInitial notification
a)NameGetech Group plc
b)LEI213800L36BCDMGT89738
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 0.25 pence each GB00B0HZVP95
b)Nature of the transactionConditional agreement to subscribe for ordinary shares of 0.25 pence each
c)Price(s) and volume(s)
PriceVolume
2p914,772
d)Aggregated information - Aggregated volume - Pricen/a
e)Date of the transaction8 August 2024
f)Place of the transactionLondon Stock Exchange, AIM
1Details of the person discharging managerial responsibilities
a)NameChris Jepps
2Reason for the notification
a)Position/statusChief Operating Officer
b)Initial notification/amendmentInitial notification
a)NameGetech Group plc
b)LEI213800L36BCDMGT89738
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 0.25 pence each GB00B0HZVP95
b)Nature of the transactionConditional agreement to subscribe for ordinary shares of 0.25 pence each
c)Price(s) and volume(s)
PriceVolume
2p1,082,828
d)Aggregated information - Aggregated volume - Pricen/a
e)Date of the transaction8 August 2024
f)Place of the transactionLondon Stock Exchange, AIM
1Details of the person discharging managerial responsibilities
a)NameEmma Parker
2Reason for the notification
a)Position/statusNon-Executive Director
b)Initial notification/amendmentInitial notification
a)NameGetech Group plc
b)LEI213800L36BCDMGT89738
a)Description of the financial instrument, type of instrument Identification codeOrdinary shares of 0.25 pence each GB00B0HZVP95
b)Nature of the transactionConditional agreement to subscribe for ordinary shares of 0.25 pence each
c)Price(s) and volume(s)
PriceVolume
2p331,750
d)Aggregated information - Aggregated volume - Pricen/a
e)Date of the transaction8 August 2024
f)Place of the transactionLondon Stock Exchange, AIM

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