20 December 2017
EQTEC plc
("EQTEC" or the "Company")
Result of Extraordinary General Meeting ("EGM") and Admission of New Ordinary Shares
Further to the Company's announcement of 27 November 2017, EQTEC is pleased to announce that at the EGM held earlier today in respect of the proposed acquisition of Eqtec Iberia SL, all Resolutions were duly passed.
The ordinary resolution to approve the authority to issue and allot shares and the special resolutions relating to the disapplication of pre-emption rights and the authorisation of share buyback were all passed.
Accordingly, the Consideration Shares (consisting of 833,864,531 Ordinary Shares) will be issued to the Vendors pursuant to the terms of the Acquisition Agreement.
Eqtec Iberia is 66.99 percent owned by EBIOSS, which currently also holds 50.03 percent of EQTEC, and 33.01 percent owned by Inava, a company owned by certain employees of Eqtec Iberia. As EBIOSS is a substantial shareholder in the Company, the Acquisition is deemed to be a related party transaction pursuant to Rule 13 of the AIM Rules. The Directors, having consulted with the Company's nominated adviser, Northland, consider that the terms of the Acquisition are fair and reasonable insofar as Shareholders are concerned.
In addition, EQTEC is pleased to announce that following the passing of the resolutions, it has raised £1.6 million (before expenses) through a Placing of 246,153,847 Ordinary Shares in the capital of the Company at 0.65 pence per share. EQTEC will use the proceeds from the Placing to fund the working capital needs of the Enlarged Group and the continued development of its near-term pipeline.
Pursuant to the Acquisition and Placing, application will be made for the admission of 1,160,787,609 new Ordinary Shares to trading on AIM. The new Ordinary Shares, which will be issued fully paid, will rank pari passu in all respects with the existing Ordinary Shares.
Further to the announcement on 19 December 2017, completion of the Acquisition will take place by 29 December 2017 and the Company will update the market in due course as to the revised date for Admission of the new Ordinary Shares to trading on AIM under the code EQT.
Following Admission, the Company will have 1,346,090,838 Ordinary Shares in issue. The Company holds no shares in treasury. Shareholders should use the figure of 1,346,090,838 as the denominator for the calculations by which they will determine if they are required to notify their interest in or change to their interest in the Company, under the FCA's Disclosure and Transparency Rules.
Following Admission, EBIOSS will hold Ordinary Shares carrying voting rights over 50.25 percent of the Enlarged Issued Share Capital.
Inava will hold Ordinary Shares carrying voting rights over 18.58 percent of the Enlarged Issued Share Capital following Admission.
All capitalised terms in this announcement shall have the meanings ascribed to them in the circular dated 27 November 2017, a copy of which is available on the Company's website.
Enquiries
EQTEC plc |
+353 (0)21 2409 056 |
Gerry Madden / Brendan Halpin |
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Northland Capital Partners Limited - Nomad and Joint Broker |
+44 (0)20 3861 6625 |
Tom Price / Dugald J. Carlean |
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SVS Securities Plc - Joint Broker |
+44 (0)20 3700 0093 |
Tom Curran / Ben Tadd |
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VSA Capital Limited - Financial Adviser and Joint Broker |
+44 (0)20 3005 5000 |
Andrew Monk / Andrew Raca |
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Luther Pendragon - Financial PR |
+44 (0)20 7618 9100 |
Harry Chathli / Alexis Gore / Ana Ribeiro |
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