Retail Offer
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The Board of SRT MARINE SYSTEMS PLC (the "Company") is pleased to announce a retail offer via BookBuild (the "Retail Offer") of new ordinary shares of 0.1p each ("Ordinary Shares") in the capital of the Company (the "Retail Shares") at an issue price of 35 pence per New Ordinary Share (as defined below) (the "Issue Price").
In addition to the Retail Offer, the Company is also conducting a Subscription and Placing of new ordinary shares (the "Subscription Shares", "Placing Shares" and together with the Retail Shares, the "New Ordinary Shares") at the Issue Price (the "Subscription", the "Placing" and together with the Retail Offer, the "Fundraising"). A separate announcement has been made regarding the Subscription and Placing and its terms. For the avoidance of doubt, the Retail Offer is not part of the Subscription and Placing. Full details of the Fundraising, including the background to and reasons for the Subscription and Placing and the Retail Offer is included in the separate announcement released by the Company this morning at 7:00 a.m.
The Issue Price represents a discount of approximately 15.6 per cent to the closing share price of 41.5 pence per Existing Ordinary Share on 20 December 2023.
The Retail Offer is conditional on the First Subscription becoming effective, the passing of the Placing Resolutions and Second Admission. Admission of the New Ordinary Shares pursuant to the Retail Offer is expected to take place at 8:00 a.m. on 16 January 2024. Completion of the Retail Offer is conditional, inter alia, upon the Placing Resolutions being duly passed by Shareholders at the General Meeting to be held at 10:00 a.m. at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London, EC4N 6AF on 15 January 2024.
The net proceeds of the Fundraising will strengthen the Company's balance sheet and enable the growth of both the systems and transceivers businesses.
Expected Timetable in relation to the Retail Offer
| Retail Offer opens | 7:05 a.m. 21 Dec 2023 |
| Latest time and date for commitments under the Retail Offer | 8:00 a.m. 28 Dec 2023 |
| Results of the Retail Offer announced | 28 Dec 2023 |
| Admission and dealings in New Ordinary Shares issued pursuant to the Retail Offer commence | 8.00 a.m. on 16 Jan 2024 |
| Dealing Codes | |
| Ticker | SRT |
| ISIN for the Ordinary Shares | GB00B0M8KM36 |
| SEDOL for the Ordinary Shares | B0M8KM3 |
Retail Offer
The Company values its retail shareholder base, which has supported the Company alongside institutional investors since IPO. Given the support of retail shareholders, the Company believes that it is appropriate to provide its 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 which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/N1NGK7/authorised-intermediaries
The Retail Offer will be open to eligible investors in the United Kingdom at 7:05 a.m. 21 Dec 2023. The Retail Offer is expected to close at 8.00 a.m. on 28 Dec 2023. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.
There is a minimum subscription of £250.00 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/N1NGK7/authorised-intermediaries
The Company's LEI is 2138002DF3KFXL472938
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Shares have been subject to a product approval process, which has determined that the Retail Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Retail Shares may decline and investors could lose all or part of their investment; the Retail Shares offer no guaranteed income and no capital protection; and an investment in the Retail Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.
EU Product Governance Requirements
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