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WRAP Retail Offer

In brief · summary, not quotable

Retail offer of up to £250,000 shares at 1p, alongside £2.5m capital raising.

  • WRAP Retail Offer size £250,000
  • Placing size approximately £2.125 million
  • Proposed Subscription £375,340
  • Issue Price 1 penny per share
  • Discount to market 29 per cent
Full announcement

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Thruvision Group plc (AIM: THRU), the leading international provider of walk-through security technology (the "Company" and, together with its subsidiary undertakings, the "Group"), is pleased to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise up to £250,000 (the "WRAP Retail Offer") through the issue of new ordinary shares of one penny each in the capital of the Company ("Ordinary Shares"). Under the WRAP Retail Offer up to 25,000,000 new Ordinary Shares (the "WRAP Retail Offer Shares") will be made available at a price of 1 penny per share (the "Issue Price").

In addition to the WRAP Retail Offer and as announced at 07.00 a.m. on 4 July 2025 (the "Capital Raising Announcement"), the Company is also proposing a placing of new Ordinary Shares (the "Placing Shares") to raise approximately £2.125 million (before expenses) (the "Placing") at the Issue Price and a proposed subscription for new Ordinary Shares at the Issue Price by certain Directors and employees of the Company (the "Proposed Subscription" and, together with the Placing, the "Capital Raising") to raise a further £375,340, to be completed once the participants in the Proposed Subscription are no longer in a closed period.

The Issue Price represents a discount of approximately 29 per cent. to the middle market closing price of an Ordinary Share on 3 July 2025 (being the latest practicable date prior to this Announcement). The issue price of the WRAP Retail Offer Shares is equal to the Issue Price.

A separate announcement has been made regarding the Capital Raising and its terms and sets out the reasons for the Capital Raising and the use of proceeds. The proceeds of the WRAP Retail Offer will be utilised in the same way as the proceeds of the Capital Raising.

For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing or the Proposed Subscription. Completion of the WRAP Retail Offer is conditional, inter alia, upon the completion of the Placing but completion of the Placing is not conditional on the completion of the WRAP Retail Offer.

The WRAP Retail Offer, the Placing and the Proposed Subscription are conditional on the resolutions required to implement the Capital Raising and the WRAP Retail Offer (the "Resolutions") being duly passed by the Company's shareholders ("Shareholders") at the general meeting proposed to be held at the offices of the Company, 121 Olympic Avenue, Milton Park, Milton, Abingdon OX14 4SA at 10.00 a.m. on 28 July 2025 (the "General Meeting").

It is anticipated that the admission to trading on AIM ("Admission") of the Placing Shares and the WRAP Retail Offer Shares will become effective and that dealings in such shares will commence on AIM at 8.00 a.m. on 30 July 2025 (or such later date and/or time as Allenby Capital and the Company may agree, being not later than 8.00 a.m. on 13 August 2025).

WRAP Retail Offer

Therefore, the Company is making the WRAP Retail Offer open to eligible investors in the United Kingdom, being existing Shareholders of the Company, following release of this Announcement and through certain financial intermediaries.

The WRAP Retail Offer is expected to close at 4.30 p.m. on 7 July 2025. Eligible Shareholders should note that financial intermediaries may have earlier closing times.

There is a minimum subscription of £100 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

The new Ordinary Shares to be issued pursuant to the Capital Raising 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.

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail Offer Shares available for subscription at the Issue Price does not exceed £250,000, or such size as agreed by the Company.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the WRAP 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, the Market Abuse Regulation (EU Regulation No. 596/2014) as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

Capitalised terms used in the Capital Raising Announcement shall, unless the context provides otherwise, have the same meanings in this Announcement.

The Company's LEI is 213800IZG9GM6G2TZE04.

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

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