10 March 2020
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, NEW ZEALAND AND SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
This announcement does not constitute an offer of, or a solicitation to subscribe for or purchase, any securities in any jurisdiction including in the United States.
Securities may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended (the “Securities Act”), or an exemption from, or in a transaction not subject to, registration. The Company has not and does not intend to register any securities under the Securities Act, and does not intend to offer any securities to the public in the United States unless registered under the Securities Act or an exemption from such registration is available. No public offering of securities of the Company is being made in the United States.
No communication or information relating to the issue and offering of securities may be disseminated to the public in jurisdictions other than the UK where prior registration or approval is required for that purpose. No action has been taken that would permit an offer of securities in any jurisdiction where action for that purpose is required, other than in the UK.
Hertsford Capital PLC (“Hertsford” or “Company”)
Proposed Acquisition of OTAQ Group Limited Proposed Waiver of Rule 9 of the Takeover Code Share Consolidation Placing of 2,608,694 new Consolidated Shares of 15p each at a price of 57.5 pence per new Consolidated Share and Notice of General Meeting
Hertsford Capital plc (LON:HERT), announces that it has conditionally agreed to purchase the entire issued and to be issued share capital of OTAQ Group Limited (“OTAQ”) and its subsidiaries (“OTAQ Group”).
• Acquisition of OTAQ for a consideration of £12.4 million, to be satisfied through the issue of 21,539,904 Ordinary Shares at 57.5 pence each (equivalent to 11.5 pence per ordinary share prior to the Consolidation) • OTAQ designs, develops and supports marine technology products and solutions for the global aquaculture and offshore oil and gas industries. Their marine technology portfolio includes an acoustic deterrent system, designed to protect marine-based aquaculture sites from seal predation, with multiple systems deployed in Scotland, Chile, Finland and Russia. • The strategy of the Enlarged Group is to build a business of significance within the aquaculture industry focussed on helping salmon farmers become more effective and helping them overcome challenges in their operations. Over time, the Enlarged Group intends to have a range of products designed to meet these needs that are based on a common infrastructure and a cloud-based information system. The strategy is to design, develop, install and support these products on an ‘Infrastructure as a Service’ basis on long-term rental contracts. • To reflect the new direction of the Company, the Board is proposing to change the name of the Company to “OTAQ PLC”
• A conditional placing to raise approximately £1.5 million (before expenses) by the issue 2,608,694 Ordinary Shares at 57.5 pence per Consolidated Share (the “Issue Price”).
• Subject to, inter alia, shareholder approval and admission to trading on the Standard segment of the Official List, the Acquisition of OTAQ and the Placing are expected to complete and trading will recommence on 31 March 2020.
A circular is being posted today to shareholders (the “Whitewash Circular”) which sets out in more detail the background and reasons for the acquisitions, the placing and subscription, and certain other proposals and also includes a notice of General Meeting. A General Meeting of the Company is being convened for 10:00 a.m. on 27 March 2020 at the offices of Fladgate LLP, at 16 Great Queen Street, London, WC2B 5DG. The acquisition of OTAQ will constitute a reverse takeover for the purposes of the Listing Rules and will require the publication of a prospectus (“Prospectus”), prepared in accordance with the Prospectus Regulation Rules and setting out further information on the Proposals and the Enlarged Group and which will be published prior to Admission. The Prospectus will be posted to Shareholders prior to Admission as soon as it is available. The Whitewash Circular and the Prospectus will be available when published on the Company’s website: http://hertsford-capital.com
Hertsford Capital PLC Via Walbrook Harry Hyman, Chairman EGR Corporate Broking (Rule 3 Adviser to Hertsford) Tel: 020 3697 9495 Jonathan Hall Dowgate Capital Ltd (Broker & Adviser to OTAQ) Tel: 020 3903 7715 James Serjeant Walbrook PR Ltd Tel: 020 7933 8780 or [email protected] Paul McManus / Nick Rome Mob: 07980 541 893 / 07748 325 236