Schedule One Update - Tan Delta Systems plc

RNS Number : 0987J

AIM

14 August 2023

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Tan Delta Systems plc (the "Company" or "Tan Delta")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

1 Carrera Court

Dinnington

Sheffield

S25 2RG

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.tandeltasystems.com

(from admission)

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Tan Delta has developed an innovative and differentiated monitoring solution based on real time oil analysis and analytics that offers equipment operators enhanced insight into the maintenance status of their equipment and thus the ability to reduce maintenance costs, improve reliability and reduce carbon footprint.

Tan Delta was co-founded in 2007 by the current Chief Executive Officer, Chris Greenwood, to develop the concept of real time oil condition analysis.

Funded by private investors, the Company has invested significant time and effort over an extended period of time to develop and prove this concept. This initial phase was followed by a further period of technology R&D and product development to realise its first pre-production oil condition analysis sensor in 2019 which was sold to a limited number of customers for trial and refinement purposes. In 2020 the Company's first commercial sensor (G2-Sensor) entered volume production.

The Company now offers four main products built around its core oil condition analysis sensor technology. All of which target primarily large commercial and industrial equipment market segments. A new sensor product (G2-IM), currently at the concept stage but based upon the same core technology, will be developed which will be suitable for smaller scale, high volume applications in the light commercial, industrial and automotive segments.

The Company is based in Sheffield, UK, with the majority of customers being situated in the UK, although sensors are supplied to multinational corporates across the world.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

73,223,800 Ordinary Shares of £0.001 each at an issue price of 26 pence

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission:

£6.0 million primary proceeds

£0.57 million secondary sale of existing ordinary shares

Anticipated market capitalisation on admission: £19.0 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

65.48 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Simon Tucker - Non-Executive Chairman

Christopher (Chris) Greenwood - Chief Executive Officer

Stephen (Steve) Johnson - Chief Financial Officer

Timothy (Tim) Croston - Independent Non-Executive Director

Due to personal circumstances, Charles Vivian can no longer become a Non-Executive Director of the Company

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

	Prior to Admission		On Admission
	Number of existing Ordinary Shares	% of existing Ordinary Shares	Number of Ordinary Shares	% of Ordinary Shares
Simon Francis Rogers	11,999,100	23.93%	11,351,449	15.50%
Jonathan Michael Horne	11,997,990	23.92%	11,350,400	15.50%
Simon Richard Tucker	9,963,360	19.87%	9,425,589	12.87%
Richard Booth	6,891,990	13.74%	6,519,996	8.90%
Christopher (Chris) John Greenwood	4,777,440	9.53%	4,777,440	6.52%
Robert Gordon and Amanda Persey	3,182,370	6.35%	3,182,370	4.35%
Amati Global Investors	-	-	7,212,000	9.85%
Gresham House	-	-	7,212,000	9.85%
Octopus	-	-	2,906,000	3.97%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 31 December 2022 (audited financial information)

(iii) 30 September 2023 (unaudited results for the 6 months ended 30 June 2023)

30 June 2024 (audited annual results for the year ending 31 December 2023)

30 September 2024 (unaudited results for the 6 months ending ended 30 June 2023)

EXPECTED ADMISSION DATE:

18 August 2023

NAME AND ADDRESS OF NOMINATED ADVISER:

Zeus Capital Limited

125 Old Broad Street

London

EC2N 1AR

NAME AND ADDRESS OF BROKER:

Zeus Capital Limited

125 Old Broad Street

London

EC2N 1AR

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The admission document, which will contain full details of the applicant and its securities, will be available from www.tandeltasystems.com

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

14 August 2023

NEW/ UPDATE:

UPDATE

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END

AIMBGGDIGSBDGXB

Date	14 Aug 2023
Time	08:00:01
Category	Corporate updates
ID	0987J

Date	14 Aug 2023
Time	08:00:01
Category	Corporate updates
ID	0987J

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Schedule One Update - Tan Delta Systems plc