IP : Applied Graphene Materials plc - Proposed Placing and Subscription to raise £5.5 million and Primary Bid Offer

Applied Graphene Materials plc (AIM: AGM), the producer of speciality graphene nanoplatelet dispersions, is pleased to announce a proposed placing (the 'Placing'), via an accelerated bookbuild (the 'Bookbuild' or 'Bookbuilding Process'), of new ordinary shares of two pence each in the capital of the Company (the 'Ordinary Shares').

To read the full RNS release, please click here.

The Placing will be conducted at a price of 41 pence per share (the 'Issue Price') in order to raise £5.3 million (before expenses). The Placing will comprise the issue of 12,936,585 new Ordinary Shares (the 'Placing Shares'), representing approximately 26.0 per cent of the existing issued share capital of the Company. In addition to this, certain of the Company's directors and one of its existing shareholders intend to subscribe for, in aggregate, 478,049 new Ordinary Shares (the 'Subscription Shares') on equivalent terms and conditions and at the same Issue Price as participants in the Placing (the 'Subscription'), raising a further £0.2 million of gross proceeds for the Company. The Placing and the Subscription together are therefore expected to raise £5.5 million of gross proceeds for the Company.

In addition to the Placing and Subscription, there will be an offer of new Ordinary Shares to be made by the Company via the PrimaryBid platform (the 'PrimaryBid Shares') at the Issue Price (the 'PrimaryBid Offer', together with the Placing and the Subscription, the 'Fundraise'), to provide retail investors with an opportunity to participate in the Fundraise. A separate announcement will be made shortly regarding the PrimaryBid Offer and its terms. The Placing is not conditional upon the PrimaryBid Offer. The PrimaryBid Offer will close on completion of the Bookbuilding Process.

Highlights

• Applied Graphene Materials plc (AGM) announces its intention to carry out a proposed Placing to issue 12,936,585 new Ordinary Shares at the Issue Price, raising £5.3 million (before expenses).
• The net proceeds of the Placing, the Subscription and the PrimaryBid Offer will be used by the Company to provide ongoing working capital funding, including costs associated with continuing the Company's product and technology development roadmap; to service anticipated growth in customer and product demand; and for minor capital expenditure.
• The Placing will be conducted via the Bookbuilding Process by Nplus1 Singer Capital Markets Limited (together with its affiliates, 'N+1 Singer', the Company's nominated adviser, joint broker and bookrunner), and Allenby Capital Limited ('Allenby Capital'), the Company's joint broker for the purposes of the Placing.
• Participation in the Placing is subject to the terms and conditions set out in the appendix (the 'Appendix') to this announcement (which forms part of this announcement, such announcement and the Appendix together being this 'Announcement').
• Certain directors of the Company (the 'Participating Directors ') have indicated their intention to subscribe for, in aggregate, new Ordinary Shares representing £71,000 at the Issue Price pursuant to the Subscription. One of the Company's shareholders has indicated its intention to subscribe for, in aggregate, new Ordinary Shares representing £125,000 at the Issue Price pursuant to the Subscription.
• The Issue Price represents a discount of approximately: (i) 39 per cent. to the closing middle market price of 67.4 pence per Ordinary Share on 25 January 2021, being the latest practicable date prior to the publication of this Announcement; and (ii) 24 per cent. to the 30 day volume weighted average price of 54.0 pence per Ordinary Share.
• Books are open with immediate effect. The Company reserves the right to increase the overall size of the Placing subject to levels of demand.
• The Placing is being conducted in two tranches. The Company intends to issue approximately 2,485,214 First Placing Shares, raising gross proceeds of approximately £1.0 million, to certain participants in the Placing under the existing authorities to allot equity securities granted at the Company's annual general meeting in December 2020. The First Placing Shares are expected to be admitted to trading on AIM on or around 10 February 2021. The Company intends to issue 10,451,371 Second Placing Shares, raising gross proceeds of approximately £4.3 million. The Second Placing Shares (together with the Subscription Shares and the PrimaryBid Shares) are expected to be admitted to trading on AIM on or around 15 February 2021.
• Admission of the First Placing Shares is conditional, inter alia , upon the Placing Agreement not having been terminated and becoming unconditional in respect of those shares. The First Placing does not require Shareholder approval as the First Placing Shares will be issued pursuant to the Shareholder authorities granted at the Company's 2020 annual general meeting. Admission of the Second Placing Shares, the Subscription Shares and the PrimaryBid Shares is also conditional, inter alia , upon the approval of Shareholders at the General Meeting of the Company's shareholders to be held as a closed meeting with the minimum number of Shareholders legally required to be present at 11:00 a.m. on 12 February 2021 at Squire Patton Boggs (UK) LLP, 6 Wellington Place, Leeds, LS1 4AP (the 'General Meeting').
• A circular, which will provide further details of the Fundraising and include a notice convening the General Meeting (the 'Circular') is expected to be sent to Shareholders on or around 27 January 2021.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

Unless otherwise indicated, capitalised terms in this Announcement have the meaning given to them in this Announcement (including the definitions section included in the Appendix).

The person responsible for releasing this Announcement on behalf of the Company is David Blain, Chief Financial Officer and Director of the Company.

For further information, please contact:

Applied Graphene Materials plc	[phone]
Adrian Potts, Chief Executive Officer David Blain, Chief Financial Officer
N+1 Singer	[phone]
Peter Steel / Amanda Gray
Allenby Capital	[phone]
Nick Athanas / Liz Kirchner (Corporate Finance) Matt Butlin / Kelly Gardiner (Sales and Corporate Broking)
Hudson Sandler	[phone]
Charlie Jack / Emily Dillon

To read the full RNS release, please click here.