- Title:
Intention to Float on the London Stock Exchange - Time:
07:00:11 - Date:
1 Mar 2022 - Category:
Corporate updates - ID:
1029D
More Acquisitions plc
("More Acquisitions", "More" or the "Company")
Intention to float on the Main Market of the London Stock Exchange
More Acquisitions Plc (LSE:TMOR) a new type of special purpose acquisition company, is pleased to announce its intention to apply for admission of its shares to the standard listing segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange ("Admission").
Admission is expected to take place on or around Friday March 4th 2022 under the ticker 'TMOR'.
Highlights:
• One Price for All - All investors have come in at the same time and at the same IPO price; no Founder Shares or pre-IPO rounds; no pre-IPO warrants; no pre-IPO options.
• No Advisory/Broking Fees- The Company's advisor and broker, Peterhouse Capital, has agreed to waive all advisory fees and commission on all funds raised at the IPO and will receive no annual retainer.
• Capped listing and on-going costs -
• Total costs for the IPO have been capped at £50,000, including all accounting, legal, PR and Exchange fees;
• Total costs for the first full year after listing also capped at £50,000.
• No ongoing director salaries - The Company's directors will receive no salaries or consultancy fees; compensation will only be received by way of a success fee on the completion of an Reverse Takeover, approved by shareholders.
• No further fund-raisings prior to a Reverse Take-Over - The Company will endeavour to seek shareholder approval to move forward with a specific Reverse Takeover prior to formally entering into definitive acquisition agreements and/or professional advisory appointments. Hence, with More Acquisition's de-minimis on-going cash burn, and its strong balance sheet following the proposed listing, it is the Board's intention that only following such approval being granted by shareholders, will the Company draw down on shareholders' funds for due diligence and acquisition expenses.
• Oversubscribed placing to raise £1.2 million
Rod McIllree, Director of More, commented: More represents a landmark, albeit small, step in terms of the development of the market for listed SPACs in the UK. With all funding coming in at the same time, and at the same price, and no 'cheap' options or warrants for Founders, Directors or any 3rd party, all stakeholders' interests are completely and transparently aligned.
Additionally, we will endeavour to move forward with an RTO only after our shareholders have specifically consented to a specific transaction. Our aim therefore is not to undertake any further fund-raises until and unless this RTO is identified, approved by shareholders and is completed, subject only to such a capital raise (if required).
Finally, I would like to thank everyone involved in the formation and listing of More for waiving or capping their fees to a de-minimis level. Everyone involved here, including More's Directors, recognises that a SPAC should exist solely to identify, negotiate and complete a Reverse Take-Over which delivers value for all stakeholders. Until and unless such a time, it is our collective responsibility to safeguard and preserve shareholder funds and to ensure the risks and rewards of investing in More are equally shared by all stakeholders".
|
More Acquisitions plc Directors Rod McIllree Charles Goodfellow
|
|
|
Peterhouse Capital Limited Financial Adviser and Corporate Broker Lucy Williams Duncan Vasey |
+44 (0)20 7469 0930 |
FURTHER INFORAMTION
Strategy
The Company was formed to undertake one or more acquisitions of a majority interest in a company or business. Any such acquisition undertaken by the Company will be treated as a reverse takeover for the purposes of Chapter 5 of the Listing Rules.
The directors intend to search initially for acquisition opportunities in the energy transition sector. Energy transition refers to the global energy sector's shift from fossil-based systems of energy to renewable sources, such as wind and solar and lithium-ion batteries. As the Company intends to apply for the London Stock Exchange's Green Economy Mark in the future, attention will be given to companies that generate over 50% of their total annual revenues from products and services that contribute to the global green economy.
Oversubscribed Placing
The Company has raised £1.2 million before costs by means of the placing of 120,000,100 Shares of the Company at a price of £0.01 each (the "Placing"). Peterhouse Capital is acting as Sole Broker in relation to the Placing. The Placing was oversubscribed by 100%.
Before purchasing any shares in the Company, persons viewing this announcement should ensure that they have read and fully understand and accept all information and risks, which will be set out in the Prospectus if published.
Investor Warrant Instrument
The Company issued, conditional on Admission, 250,000,000 warrants equally to all investors who participated in the Placing ("Investor Warrants").
The Investor Warrants give the right to subscribe for one Ordinary Share at £0.015 per Ordinary Share, a 50% premium to the Issue Price. All Investor Warrants may be exercised for a period of 5 years from the date of Admission. The Investor Warrants have an accelerator clause which applies if the Company announces and signs a sale and purchase agreement within 60 months of Admission. The Company will serve notice on the Investor Warrant holders to exercise their Investor Warrants in this event. When the Company serves notice, any Investor Warrants remaining unexercised after 7 calendar days following the notification of the notice will be cancelled.
Broker Warrant Instrument
The Company issued, conditional on Admission, 6,250,005 warrants (equating to 5 per cent. of the Enlarged Share Capital) to Peterhouse Capital ("Broker Warrants").
The Broker Warrants are exercisable at the Issue Price, £0.01 per Ordinary Share, the Placing price. All Broker Warrants may be exercised for a period of 5 years from the date of Admission, and conditional on Admission. The Broker Warrants are non-transferable. The Broker Warrants have an accelerator clause which applies if the Company announces and signs a sale and purchase agreement within 60 months of Admission. The Company will serve notice on the Broker Warrant holders to exercise their Broker Warrants in this event. When the Company serves notice, any Broker Warrants remaining unexercised after 7 calendar days following the notification of the notice will be cancelled.
Directors
Roderick McIllree is a senior mining executive with 25 years of knowledge in M&A, project generation, project management and Finance. He is currently Executive Chairman of Bluejay Mining Plc on AIM. Prior to this Roderick was the Founding Managing Director of Greenland Minerals & Energy Ltd which defined the giant Kvanefjeld deposit in south Greenland. Roderick and his team have very good relations with the regulatory and political groups in both Greenland and Denmark and are able to utilise the Danish state survey to provide highly subsidised exploration activity for their work in country.
Charles Goodfellow is a corporate broker with over 25 years' experience of raising funds for small and mid-caps and private companies across a range of sectors and jurisdictions. This includes a specialised focus on oil and gas, and clean and renewable technology. In addition, he was previously a Director of Acorn Growth plc (re-named Vodere plc). Proficient in six languages, Goodfellow has studied and worked globally and brings a wealth of experience and broad outlook to the team.
Intention to Float on the London Stock Exchange07:00:111 Mar 2022Corporate updates1029D