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Result of Placing

In brief · summary, not quotable

RC Fornax raised £2.25 million through a placing of 37.5 million shares at an announced price.

  • Placing proceeds £2.25 million
  • Placing shares issued 37,500,000
  • Retail Offer maximum £0.5 million
  • Concert Party interest post-admission 38,458,076 shares (up to 40.59%)
Full announcement

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596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

UNLESS OTHERWISE DEFINED, CAPITALISED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE COMPANY'S ANNOUNCEMENT PUBLISHED AT APPROXIMATELY 4.40 P.M. (GMT) ON 14 NOVEMBER 2025.

RC FORNAX PLC

("RC Fornax", the "Company" or the "Group")

Result of Placing

and

Posting of Circular and Notice of General Meeting

RC Fornax (AIM: RCFX), the UK-based consultancy delivering high-impact engineering solutions for critical military platforms - accredited, in-demand, and built to scale - is pleased to announce that, further to its announcement published on 14 November 2025 at 4.40 p.m. in respect of the proposed Placing, the Company has raised £2.25 million (before expenses) by way of the issue of 37,500,000 Placing Shares at the Issue Price.

As part of the Fundraising, the Company also announced details of a Retail Offer to be made to existing Shareholders and new Retail Investors to raise up to an additional maximum of £0.5 million through the issue of up to 8,333,333 Retail Offer Shares, at the Issue Price. The Retail Offer is being conducted via the RetailBook Platform. The Retail Offer is expected to close at 7.30 a.m. (GMT) today, and the results of the Retail Offer will be announced later today.

Posting of Circular and Notice of General Meeting

The Placing and Retail Offer are each conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting which is expected to be held on 5 December 2025. The Circular, which contains Notice of the General Meeting in respect of the Fundraising, is expected to be posted to Shareholders by 18 November 2025 and will also be available on the Company's website at www.rcfornax.co.uk/.

Directors' Participation

Details of the Directors' participation in the Placing is set out as follows:

NameNumber of Existing Ordinary SharesNumber of Placing Shares subscribed forTotal number of Ordinary Shares held on AdmissionPercentage of Enlarged Share Capital on Admission*
Paul Reeves22,154,8461,200,00023,354,84622.66%
Mark Fahy192,019163,333355,3520.34%
Rob Shepherd93,000250,000343,0000.33%

Notes:

* Assuming full take-up of the Retail Offer.

Concert Party

The Company has previously agreed with the Panel that Paul Reeves and Daniel Clark are presumed to be acting in concert in relation to the Company for the purposes of the City Code (the "Concert Party"). As both Paul Reeves and Daniel Clark are participating in the Placing, on Admission, the Concert Party will be interested in, in aggregate, 38,458,076 Ordinary Shares, representing up to 40.59 per cent. of the Enlarged Share Capital. Therefore, on Admission, the members of the Concert Party will be interested in Ordinary Shares carrying more than 30 per cent. of the voting rights of the Company but will not hold Ordinary Shares carrying more than 50 per cent. of the voting rights of the Company. For so long as they continue to be acting in concert, any increase in their aggregate interest in Ordinary Shares will be subject to the provisions of Rule 9 of the City Code.

The members of the Concert Party's interests in the Existing Ordinary Shares and resultant interests in the Enlarged Share Capital on Admission are summarised in the table below.

NameNumber of Existing Ordinary SharesPercentage of Existing Ordinary SharesTotal number of Ordinary Shares held on AdmissionMinimum percentage of Enlarged Share Capital on Admission*Maximum percentage of Enlarged Share Capital on Admission**
Paul Reeves22,154,84638.70%23,354,84622.66%24.65%
Daniel Clark14,769,89725.80%15,103,23014.65%15.94%
Total36,924,74364.50%38,458,07637.31%40.59%

Notes:

* Assuming full take-up of the Retail Offer.

** Assuming there is no take-up of the Retail Offer.

Related Party Transactions

Daniel Clark, co-founder of RC Fornax, has agreed to participate in the Placing for 333,333 Placing Shares, and currently holds approximately 25.80 per cent. of the Existing Ordinary Shares. Therefore, Daniel is considered to be a related party as a substantial shareholder as such terms are defined under the AIM Rules. In addition, the issue of Placing Shares to the Directors, namely Paul Reeves, Rob Shepherd and Mark Fahy, also constitutes a related party transaction pursuant to Rule 13 of the AIM Rules by virtue of their status as Directors of the Company.

The independent directors of the Company for the purpose of the Fundraising, being Richard Smith and David Hitchcock, having consulted with the Company's nominated adviser, Strand Hanson, considers the terms of Daniel Clark, Paul Reeves, Rob Shepherd and Mark Fahy's participation in the Placing to be fair and reasonable insofar as the Shareholders are concerned.

Admission

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM, which is expected to take place at 8.00 a.m. on or around 8 December 2025 (or such later date as the Company, Cavendish and Strand Hanson may agree, but in any event not later than 8.00 a.m. on 19 December 2025).

Information to Distributors

UK Product Governance Requirements

The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.

EU Product Governance Requirements

The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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