Further to its announcement made on 14 November 2024 regarding a proposed fundraising to raise a minimum of £15 million by way of a placing, subscription, retail offer and broker option, Duke Capital Limited (LON:DUKE) has announce that, following the closing of the accelerated bookbuild, it has conditionally raised gross proceeds of £17.2 million (before expenses) under the Placing and Subscription, at the Issue Price of 27.5 pence per share, comprising 56,836,367 Placing Shares and 5,709,089 Subscription Shares.
Cavendish and Canaccord are acting as agents for and on behalf of the Company in respect of the Placing.
Separately, the Company announced a Retail Offer to raise up to an additional £3 million through the BookBuild Platform and a Broker Option pursuant to which additional orders for New Shares may be placed with the Joint Brokers. The result of the Retail Offer, Broker Option and final amount raised pursuant to the Fundraising is expected to be announced by the Company on or around 22 November 2024.
Related party transactions
Certain of the Company’s Directors, have subscribed for an aggregate of 2,909,089 New Shares in the Fundraising at the Issue Price, as follows:
| Name | Number of New Shares conditionally acquired by relevant person |
| Neil Johnson | 363,636 |
| Nigel Birrell | 363,636 |
| Arlington Group Asset Management Limited (1) | 1,818,181 |
| Maree Wilms | 363,636 |
(1) Arlington Group Asset Management Limited, an entity in which Charlie Cannon-Brookes, Executive Director, has a 50 per cent. interest.
The participation of the Subscribing Directors each constitutes related party transactions under Rule 13 of the AIM Rules.
Accordingly, Matthew Wrigley as independent director, having consulted with Duke Capital’s Nominated Adviser, Cavendish Capital Markets Limited, considers that the terms of the participation in the Fundraising by the Subscribing Directors are fair and reasonable insofar as the Company’s Shareholders are concerned.
Extraordinary General Meeting
The Fundraising and the issue of the New Shares are conditional upon, among other things, the Resolution being duly passed by Shareholders at the Extraordinary General Meeting.
The Circular, containing further details of the Fundraising and notice of the General Meeting to be held on or around 11.00 a.m. on 3 December 2024 to, inter alia, approve the resolution required to implement the Fundraising, is expected to be published and despatched to Shareholders on or around 15 November 2024. Following its publication, the Shareholder Circular will be available on the Group’s website www.dukecapital.com/investors-info/.
Admission, Settlement and Dealings
Application will be made to the London Stock Exchange for admission of the New Shares to trading on AIM, being the market of that name operated by the London Stock Exchange.
It is expected that admission of the New Shares will take place on or around 8.00 a.m. on 4 December 2024 and that dealings in the New Shares on AIM will commence at the same time.
In addition to the passing of the Resolution at the General Meeting, the Placing, Broker Option and Subscription, are conditional upon, inter alia, Admission becoming effective. The Placing and Broker Option is not subject to clawback under the Retail Offer.
A further announcement will be made in relation to total voting rights in the Company’s share capital following the announcement of the results in respect of the Broker Option, Retail Offer and accordingly the final number of New Shares to be issued pursuant to the Fundraising.
Capitalised terms used in this announcement have the meanings given to them in the Company’s announcement dated 14 November 2024 released at 5:02pm, unless the context provides otherwise.
This announcement should be read in conjunction with the full text of the Circular to be posted to Shareholders on or around15 October 2024, a copy of which shall be available on the Company’s website at www.dukecapital.com/investors-info/.
