THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
If you have sold or transferred all of your registered holding of Existing Ordinary Shares please forward this document, but not the personalised Form of Proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other party through whom the sale or transfer was effected, for transmission to the purchaser or transferee. If you have sold or transferred only part of your registered holding of Existing Ordinary Shares, you are advised to consult your stockbroker, bank or other party through whom the sale or transfer was effected.
The Placing Shares are only available to qualified investors for the purposes of the Prospectus Regulation (as incorporated into English law) or otherwise in circumstances not resulting in an offer of transferable securities to the public under section 102B of FSMA. Therefore, the Placing does constitute an offer to the public requiring an approved prospectus under section 85(1) of FSMA and accordingly this document does not constitute a prospectus for the purposes of the Prospectus Regulation Rules made by the FCA pursuant to sections 73A(1) and (4) of FSMA and has not been pre-approved by the FCA pursuant to sections 85 and 87 of FSMA, the London Stock Exchange, any securities commission or any other authority or regulatory body and has not been approved for the purposes of section 21 of FSMA. In addition, this document does not constitute an admission document drawn up in accordance with the AIM Rules. It is emphasised that no application is being made for the admission of the Existing Ordinary Shares or the Placing Shares to the Official List of the United Kingdom Financial Conduct Authority ("FCA").
The Directors, whose names appear on page 4 of this document, accept responsibility, collectively and individually, for the information contained in this circular (including any expressions of opinion). To the best of the knowledge of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in the circular is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Existing Ordinary Shares are admitted to trading on AIM. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to, inter alia, the passing of the Resolutions at the General Meeting, it is expected that Admission will become effective, and that dealings in the Placing Shares will commence, on or around 23 April 2021. The Placing Shares will, on Admission, rank pari passu in all respects with the Existing Ordinary Shares, and will rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after Admission.
AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the FCA. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Neither the London Stock Exchange nor the FCA has examined or approved the contents of this document. The AIM Rules are less demanding than those of the Official List of the FCA. It is emphasised that no application is being made for admission of the Existing Ordinary Shares or the Placing Shares to the Official List of the FCA. Prospective investors should read this document in its entirety.
Crimson Tide Plc
(Incorporated in England and Wales with registered number 00113845)
Proposed placing of 200,000,000 Placing Shares
and
Notice of General Meeting
This document should be read as a whole and in conjunction with the accompanying Form of Proxy and Notice of General Meeting. Your attention is drawn to the letter from the Chairman of the Company which is set out in Part I of this document and which recommends that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below.
A notice convening a General Meeting of the Company to be held at the Company's offices at Oakhurst House, 77 Mt. Ephraim, Tunbridge Wells TN4 8BS at 11.00 a.m. on 22 April 2021 is set out in Part II of this document. A Form of Proxy accompanies this document. To be valid, the Form of Proxy for use at the General Meeting must be completed and returned so as to be received at the offices of the Company's registrars, Neville Registrars at Neville House, Steelpark Road, Halesowen, B62 8HD not later than 11.00 a.m. on 20 April 2021.
In view of Government legislation and related restrictions in response to COVID-19, and to minimise public health risks, the Company strongly discourages members from attending the General Meeting in person and recommends that members vote on the Resolutions by proxy. Further details of the Government's regulations relating to COVID-19 can be found at www.gov.uk/coronavirus.
finnCap Ltd ("finnCap"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to the Company in connection with the Placing. Persons receiving this document should note that finnCap will not be responsible to anyone other than the Company for providing the protections afforded to customers of finnCap or for advising any other person on the arrangements described in this document. No representation or warranty, expressed or implied, is made by finnCap as to any of the contents of this document and finnCap has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by finnCap for the accuracy of any information or opinions contained in this document or for the omission of any information. finnCap, as nominated adviser and broker to the Company, owes certain responsibilities to the London Stock Exchange which are not owed to the Company or the Directors.
No person has been authorised to give any information or to make any representation other than those contained in this document in connection with the Placing and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Company, finnCap or their respective directors, partners, officers or employees.
The distribution of this document and the offer of the Placing Shares in certain jurisdictions may be restricted by law. Accordingly, neither this document nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons outside of the UK into whose possession this document comes should inform themselves about and observe any such restrictions.
This document does not constitute or form part of any offer or invitation to sell or issue or a solicitation of any offer to acquire, purchase or subscribe for Placing Shares in any jurisdiction. This document must not be distributed to a US person (as such term is defined in the US Securities Act of 1933, as amended (the "Securities Act")) or within or into the United States, Canada, Japan, South Africa, or Australia. The Placing Shares have not been and will not be registered under the Securities Act, and may not be offered or sold or subscribed, directly or indirectly, within the United States, Canada, Japan, South Africa, or Australia or to or by any US Person (as such term is defined in Regulation S promulgated under the Securities Act) or any national resident or citizen of Canada, Japan, South Africa, or Australia or any corporation, partnership or other entity created or organised under the laws thereof.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed on or endorsed the merits of the Placing or the accuracy or adequacy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.
Copies of this document will be available free of charge to the public during normal business hours on any day (Saturdays, Sundays and public holidays (in England) excepted) at the Company's offices at Oakhurst House, 77 Mt. Ephraim, Tunbridge Wells TN4 8BS for a period of one month from the date of this document and available on the Company's website www.CrimsonTide.co.uk.
FORWARD LOOKING STATEMENTS
This document contains (or may contain) certain "forward-looking statements" with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "target", "aim", "will", "may", "would", "could", "similar", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Directors' current beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by any such forward-looking statement. Statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this document is subject to change without notice and neither finnCap nor, except as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any of the forward-looking statements (or any other information) contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this document.
PROFIT FORECAST
No statement in this document is intended to be a profit forecast or estimate, and no statement in this document should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
2
CONTENTS
Page | |
DIRECTORS, SECRETARY AND ADVISERS | 4 |
KEY STATISTICS | 5 |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS | 5 |
DEFINITIONS | 6 |
PART I LETTER FROM THE CHAIRMAN OF CRIMSON TIDE PLC | 9 |
PART II NOTICE OF GENERAL MEETING | 15 |
3
DIRECTORS, SECRETARY AND ADVISERS
Directors | Barrie Whipp | Chairman |
Luke Jeffrey | Chief Executive Officer | |
Pieter Hurter | Finance Director | |
Toby Hawkins | Sales and Marketing Director | |
Graham Ashley | Non-Executive Director | |
Stephen Goodwin Non-Executive Director | ||
Jacqueline Daniell Non-Executive Director | ||
Registered Office | Oakhurst House | |
77 Mt. Ephraim | ||
Tunbridge Wells | ||
Kent | ||
TN4 8BS | ||
Company Secretary | Pieter Hurter | |
Nominated Adviser and Broker | finnCap Ltd | |
One Bartholomew Close | ||
London | ||
EC1A 7BL | ||
Solicitors to the Company | DAC Beachcroft LLP | |
The Walbrook Building | ||
25 Walbrook | ||
London | ||
EC4N 8AF | ||
Solicitors to finnCap | Marriott Harrison LLP | |
11 Staple Inn | ||
Holborn | ||
London | ||
WC1V 7QH | ||
Registrars | Neville Registrars Limited | |
Neville House | ||
Steelpark Road | ||
Halesowen | ||
B62 8HD |
4
KEY STATISTICS
Number of Existing Ordinary Shares in issue on the date of this document | 457,486,234 |
Issue Price | £0.03 |
Number of Placing Shares to be issued by the Company pursuant to the Placing | 200,000,000 |
Number of Ordinary Shares in issue immediately following Admission | 657,486,234 |
Placing Shares as a percentage of the Enlarged Share Capital | 30.4% |
Total gross proceeds of the Placing receivable by the Company | £6,000,000 |
Estimated net proceeds of the Placing receivable by the Company | £5,600,000 |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing | 1 | April 2021 |
Announcement of Result of Placing | 1 | April 2021 |
Publication and posting of this document and the Form of Proxy | 6 | April 2021 |
Latest time and date for receipt of Forms of Proxy | 11.00 a.m. on 20 April 2021 | |
General Meeting | 11.00 a.m. on 22 April 2021 | |
Admission | 8.00 a.m. on 23 April 2021 | |
Placing Shares to be held in uncertificated | on 23 April 2021 | |
form credited to relevant CREST accounts | ||
Despatch of definitive share certificates for New Ordinary | week commencing 26 | April 2021 |
Shares to be held in certificated form |
If any of the details contained in the timetable above should change (and such change is material), the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.
All references are to London, UK time unless stated otherwise.
5
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