Silver Bullet Data Services Group (LON:SBDS), a provider of AI driven digital transformation services and products, has announced a retail offer via the Winterflood Retail Access Platform (“WRAP“) to raise up to £60,000 (the “WRAP Retail Offer“) through the issue of new ordinary shares of 1 pence each in the capital of the Company (“Ordinary Shares“). Under the WRAP Retail Offer up to 200,000 new Ordinary Shares (the “WRAP Retail Offer Shares“) will be made available at a price of 30p per share.
In addition to the WRAP Retail Offer and as announced on 24 June 2025, the Company is also proposing a subscription of new Ordinary Shares (the “Subscription Shares” and together with the WRAP Retail Offer Shares, the “New Ordinary Shares“) to raise approximately £500,000 (before expenses) through a bookbuild process (the “Subscription“) at a price of 30p per Subscription Share (the “Issue Price“). The Issue Price represents a premium of approximately 5.3 per cent. to the mid-market closing price of an Ordinary Share on 23 June 2025 (being the latest practicable date prior to this announcement). The issue price of the WRAP Retail Offer Shares is equal to the Issue Price.
A separate announcement has been made regarding the Subscription and its terms and sets out the reasons for the Subscription and use of proceeds. The proceeds of the WRAP Retail Offer will be utilised in the same way as the proceeds of the Subscription.
For the avoidance of doubt, the WRAP Retail Offer is not part of the Subscription. Completion of the WRAP Retail Offer is conditional, inter alia, upon the completion of the Subscription but completion of the Subscription is not conditional on the completion of the WRAP Retail Offer.
The WRAP Retail Offer and the Subscription are conditional on the New Ordinary Shares being admitted to trading on AIM (“Admission“). It is anticipated that Admission will become effective and that dealings in the New Ordinary Shares will commence on AIM, at 8:00 a.m. on 26 June 2025.
WRAP Retail Offer
The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom the opportunity to participate in the WRAP Retail Offer.
Therefore, the Company is making the WRAP Retail Offer open to eligible investors in the United Kingdom, being existing shareholders of Silverbullet, following release of this announcement and through certain financial intermediaries.
Existing shareholders can contact their broker or wealth manager to participate in the WRAP Retail Offer.
The WRAP Retail Offer is expected to close at 9:00 a.m. on 25 June 2025. Eligible shareholders should note that financial intermediaries may have earlier closing times.
Retail brokers wishing to participate in the WRAP Retail Offer on behalf of existing retail shareholders, should contact [email protected].
To be eligible to participate in the WRAP Retail Offer, applicants must be a customer of a participating intermediary and, prior to the release of this announcement, shareholders in the Company which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations. Participating intermediaries may also have further requirements for participation in the retail offer.
There is a minimum subscription of £100 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
The Company reserves the right to amend the size of the retail offer at its discretion. The Company reserves the right to scale back any order and to reject any application for subscription under the WRAP Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for WRAP Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.
The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
It is a term of the WRAP Retail Offer that the total value of the WRAP Retail Offer Shares available for subscription at the Subscription Price does not exceed £60,000, or such size as agreed by the Company.
The WRAP Retail Offer is offered in the United Kingdom under the exemption from the requirement to publish a prospectus in section 86(1)(e) of FSMA. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules of the Financial Conduct Authority, or for approval of the same by the Financial Conduct Authority. The WRAP Retail Offer is not being made into any jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the WRAP Retail Offer, and investors’ commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) (“MAR”) and MAR as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for WRAP Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the WRAP Retail Offer Shares if they are in any doubt.
An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered a reliable indicator of future results.
The company also announced the successful restructuring of its existing financing facilities and the securing of additional funding to support the Company’s continued growth and strategic objectives, as well to provide a general trading update.
The Company has raised £3,141,160 (before expenses) via the issue of £1,951,000 new convertible loan notes (the “New CLNs“), the issue of a £750,000 loan note (the “Loan Notes“) and £440,160 via a Subscription (the “Subscription“) of 1,467,200 new ordinary shares of 1 pence each in the Company (“Ordinary Shares“) at a price of 30 pence per share (the “Issue Price“) (the “Subscription Shares“) (together with the New CLNs and the Loan Notes, the “Fundraise“).
The Company values its retail shareholder base and believes that it is appropriate to provide retail and other eligible shareholders in the UK the opportunity to participate on the same terms as the Subscription, and the Company is therefore including a WRAP Retail Offer (the “Retail Offer“), details of which are included below.
The proceeds of the Fundraise will be partially used to repay an existing convertible loan note issued on 31 May 2022, with the remaining balance to be applied towards the Company’s general working capital requirements. In addition, the Company has restructured and simplified its remaining convertible loan notes, which will convert into additional New CLNs (the “CLN Conversions”), all of which have a 3-year term. Further details in respect of the Fundraise and CLN Conversions are set out below.
Trading Update
The Company has continued to build on its strong start in Q1, with revenues growing by 13% to £4.03m in the 5-month period to the end of May 2025. Services revenues grew by 10% in that period, relative to the same period in 2024, with a notable new contract in Mexico for a large conglomerate and the expectation of a larger piece of retained work going forward. 4D revenues delivered 18% growth in the same 5-month period and with the benefits of The Trade Desk integration starting to gain traction and providing confidence of further growth opportunities going forwards.
Admission and Total Voting Rights
The Subscription has been conducted utilising the Company’s existing share authorities. The Subscription Shares will rank pari passu in all respects with the Company’s existing Ordinary Shares. Application will be made for admission of the Subscription Shares to trading on AIM becoming effective (“Admission“), and it is expected that Admission will become effective and that dealings in the Subscription Shares on AIM will commence on or around 26 June 2025.
On Admission, the Company’s issued share capital will consist of 18,942,617 Ordinary Shares, each with one voting right. Therefore, the Company’s total number of Ordinary Shares and voting rights will be 18,942,617 and, as the Company does not hold any shares in Treasury, this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company following Admission under the FCA’s Disclosure Guidance and Transparency Rules.
A further update on Total Voting Rights will be made if necessary, following the closing of the WRAP Retail Offer.
Appointment of Joint Broker:
The Company has today appointed Oberon Capital (a trading name of Oberon Investments Limited) as its Joint Broker, with immediate effect.
Ian James, Chief Executive Officer of Silverbullet, commented:
“We are delighted to restructure our existing loan notes and raise additional capital to position the business on a firm financial footing as the Company continues its growth trajectory. Participation in the financing will also shortly be made available to retail shareholders at the Issue Price by way of the Winterflood Retail Access Platform.
“The Company recently reported a positive trading update to the market and the Board will be pleased to expand on its progress in its financial results which will be announced by the end of the month.”
