Announcement
Admission to Trading on the AQSE Growth Market
RNS Number : 5854G
Ora Technology PLC
20 July 2023
20July 2023
Ora Technology PLC
First day of dealings
Admission to the AQSE Growth Market
Supplementary Admission Information
Ora Technology PLC (Ora or the Company), a company that intends to operate an online platform named 'Ora Carbon' in which users will be able to buy, sell and retire carbon credits, is pleased to announce that dealings in its ordinary shares of £0.001 each (Ordinary Shares) will commence from 8:00 am today, 20 July 2023, on the Aquis Stock Exchange Growth Market (AQSE Growth Market) under the ticker symbol ORA and ISIN number GB00BP4YBY34.
The Company will be admitted to the Access segment of the AQSE Growth Market (Admission) and the commencement of trading of the Ordinary Shares follows a successful subscription and placing by Clear Capital Markets Limited for a total of 41,739,025 Ordinary Shares at £0.02 per Ordinary Share, raising gross proceeds of £834,780.50 (before expenses).
On Admission, the Company will have 206,677,575 Ordinary Shares in issue (Enlarged Share Capital) and the market capitalisation of the Company will be approximately £4,133,552.
About Ora
Ora Technology PLC is a software company that is developing a digital carbon trading platform that intends to offer users the ability to buy, sell and retire carbon credits in the voluntary carbon market, an instrument used by both the public and private sectors to work towards carbon neutral and net-zero climate goals. Ora's 'Ora Carbon' platform aims to allow access to carbon assets - and the broader carbon economy - with the goal of reducing the complexity of current industry practices and an emphasis towards providing a simple and intuitive user experience.
For further contact:
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Ora Technology PLC Michael Edwards, Executive Chairman Nicholas Lyth, Financial Director
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First Sentinel Corporate Finance Limited (Aquis Corporate Adviser) Brian Stockbridge Gabrielle Cordeiro
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+44 (0) 7876 888 011
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Clear Capital Markets Limited (Broker in relation to the Fundraising) Bob Roberts
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+44 (0) 20 3869 6080 |
Supplementary Admission information in relation to the proposed admission of the Enlarged Share Capital to trading on the Access segment of the AQSE Growth Market
On 22 June 2023, Ora published an admission document (Admission Document) in connection with the proposed admission of the Enlarged Share Capital to trading on the Access segment of the AQSE Growth Market, a copy of which is available atplc.oracarbon.com. At the time of publishing the Admission Document, the Company had not finished the share placement in connection with the proposed admission (Placing).
The information contained in this announcement constitutes supplementary Admission information under the AQSE Growth Market Access Rule Book (AQSE Rules) as the Placing has been completed and constitutes a significant new factor relating to the information contained in the Admission Document. The Appendix to this announcement sets out the new and updated information which should be regarded as part of the Admission Document.
Important Information
This part of this announcement is supplemental to the Admission Document and should be read in conjunction with such document. This announcement does not constitute a prospectus and the Company is not making an offer to the public within the meaning of sections 85 and 102B of the Financial Services and Markets Act 2000 (FSMA). This announcement is not an approved prospectus for the purposes of, and as defined in, section 85 of FSMA, has not been prepared in accordance with the Prospectus Rules (as defined in the Admission Document) and its contents have not been approved by the Financial Conduct Authority (FCA) or any other authority which could be a competent authority for the purposes of the Prospectus Regulation (as defined in the Admission Document). Further, the contents of this announcement have not been approved by an authorised person for the purposes of section 21 of FSMA. This announcement will not be filed with or approved by the FCA or any other government or regulatory authority in the UK.
The Company and the Directors of the Company, whose names are set out in Part I of the Admission Document, have taken all reasonable care to ensure that the facts stated in this announcement are true and accurate in all material respects and that there are no other facts the omission of which would make misleading any statement in this announcement, whether of fact or of opinion. The Directors accept full responsibility accordingly, collectively and individually, for the information contained in this announcement including the Company's compliance with the AQSE Rules. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and there is no other material information the omission of which is likely to affect the import of such information.
Application has been made for the issued ordinary share capital of the Company to be traded on the Access segment of the AQSE Growth Market. Admission will become effective and that dealings in the Ordinary Shares will commence on the Access segment of the AQSE Growth Market today at 8:00am.
The AQSE Growth Market, which is operated by the Aquis Exchange PLC (Aquis Stock Exchange or AQSE), a recognised investment exchange under Part XVIII FSMA, is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies.
It is not classified as a regulated market under Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments and AQSE Growth Market securities are not admitted to the official list of the UK Listing Authority. Investment in an unlisted company is speculative and tends to involve a higher degree of risk than an investment in a listed company. The value of investments can go down as well as up and investors may not get back the full amount originally invested. An investment should, therefore, only be considered by those persons who are prepared to sustain a loss on their investment. A prospective investor should be aware of the risks of investing in AQSE Growth Market securities and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser authorised under FSMA who specialises in advising on the acquisition of shares and other securities.
Ora is required by the Aquis Stock Exchange to appoint an Aquis Exchange Corporate Adviser (AQSE Corporate Adviser) to apply on its behalf for admission to the Access segment of the AQSE Growth Market and must always retain an AQSE Corporate Adviser. The requirements for an AQSE Corporate Adviser are set out in the AQSE Corporate Adviser Handbook and the AQSE Corporate Adviser is required to make a declaration to the Aquis Stock Exchange in the form prescribed by Appendix B to the AQSE Corporate Adviser Handbook.
This announcement has not been approved or reviewed by the Aquis Stock Exchange or the FCA.
First Sentinel Corporate Finance Limited (FSCF), which is authorised and regulated by the FCA, is the Company's AQSE Corporate Adviser and joint broker for the purposes of Admission. FSCF has not made its own enquiries except as to matters which have come to its attention and on which it considered it necessary to satisfy itself and accepts no liability whatsoever for the accuracy of any information or opinions contained in this announcement, or for the omission of any material information, for which the Directors are solely responsible. FSCF is acting for the Company and no one else in relation to the arrangements proposed in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any other person on the content of this announcement.
Clear Capital Markets Limited (Clear Capital Markets) is acting as the Company's joint broker in connection with the Admission. Clear Capital Markets' responsibilities as the Company's joint broker are owed solely to the Company and not to any Director, or to any other person in respect of his decision to acquire Ordinary Shares in reliance on any part of this announcement but without limiting the statutory rights of any person to whom this announcement is issued. No representation or warranty, express or implied, is made by Clear Capital Markets as to, and no liability whatsoever is accepted by Clear Capital Markets for, the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement for which the Company and the Directors are solely responsible. Clear Capital Markets will not be offering advice to recipients of this announcement in respect of any acquisition of Ordinary Shares.
APPENDIX
1 SHARE CAPITAL AND ADMISSION STATISTICS
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Number of existing Ordinary Shares
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164,938,550 |
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Number of new Ordinary Shares
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41,739,025 |
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Number of warrants outstanding |
37,897,620 |
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Enlarged Share Capital
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206,677,575 |
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Percentage of Enlarged Share Capital represented by new Ordinary Shares
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20.20% |
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Issue price
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2p |
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Gross proceeds of the fundraising |
£834,780.50 |
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Net proceeds of the fundraising
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£575,244.10 |
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AQSE Growth Market symbol (TIDM)
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ORA |
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Market capitalisation of the Company on Admission
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£4,133,552 |
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ISIN
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GB00BP4YBY34 |
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SEDOL
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BP4YBY3 |
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LEI
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894500PYLZIX23W4NG69 |
2 EXPECTED TIMETABLE OF PRINCIPAL EVENTS
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Publication of this announcement
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20July 2023 |
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Admission to trading on the Access segment of the AQSE Growth Market becoming effective and commencement of dealings in the Enlarged Share Capital
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8.00 a.m. on20July 2023 |
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CREST members' accounts credited in (where applicable)
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On the date of Admission |
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Dispatch of definitive share certificates for Shares (where applicable)
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Within 10 business days of Admission |
All references to time in this announcement are to London, UK time unless otherwise stated and each of the times and dates are indicative only and may be subject to change.
3 MATERIAL CONTRACTS
3.1 Broker agreement, commission, and warrants
As per the terms of the agreement with Clear Capital Markets, the Company will pay a commission of 8% of the gross total monies raised in connection with the Placing. This amounts to GBP £57,952.40. In addition, it was agreed that Clear Capital Markets would be granted such number of warrants over new Ordinary Shares equal to 8% of the gross aggregate value of the Placing divided by the exercise price. The warrants consequently issued to Clear Capital Markets on Admission amount to 2,897,620 warrants. These warrants are exercisable at £0.02 and at any time in the three years following Admission.
4 ADDITIONAL INFORMATION ON THE COMPANY
4.1 Directors renumeration to date
As of the date of this announcement, Marallo Holdings Inc and Dark Peak Services Ltd have received GBP 16,000 each in renumeration for their provision of the services of Michael Edwards and Nicholas Lyth, respectively to the Company. Jonathan Hives (whose annual fee is GBP 24,000, payable from Admission) has not received any payments to date.
4.2 Updated information on major shareholders
Part IV 4.1.1 of the Admission Document details any shareholders holding equal to, or over 3% of capital or total voting rights. An updated table follows:
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Name |
Number of Ordinary Shares prior to Admission |
% of issued share capital prior to Admission |
Number of Ordinary Shares on Admission |
% of issued share capital on Admission |
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Marallo Holdings Inc |
58,000,000 |
35.16 |
58,000,000 |
28.06 |
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Fidelio Partners Pte Ltd |
12,000,000 |
7.28 |
12,000,000 |
5.81 |
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Toro Consulting Ltd |
12,000,000 |
7.28 |
12,000,000 |
5.81 |
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Crowdform Ltd |
11,037,550 |
6.69 |
16,556,325 |
8.01 |
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California Two Pizza Ventures Inc |
12,000,000 |
7.28 |
12,000,000 |
5.81 |
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Barnard Nominees |
7,000,000 |
4.24 |
7,000,000 |
3.39 |
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Brian Stockbridge (Director of FSCF) |
10,000,000 |
6.06 |
10,000,000 |
4.84 |
4.3 Unaudited Pro Forma Statement of Net Assets
The Directors
Ora Technology Plc
72 Charlotte Street
London
W1T 4QQ
19 July 2023
Dear Sirs,
Ora Technology PLC ("the Company")
We report on the unaudited pro forma financial information (the "Pro Forma Financial Information") set out in Part III of the Company's admission document dated 22 June 2023 (the "Admission Document") which has been prepared on the basis described in the notes to the Pro Forma Financial Information, for illustrative purposes only, to provide information about the proposed admission of the ordinary shares of the Company to the AQSE Growth Market. This report is given for the purpose of complying with paragraph 6.7 of Table A of Appendix 1 to the AQSE Growth Market - Access Rulebook published by Aquis Exchange Limited and for no other purpose.
Responsibilities
It is the responsibility of the directors of the Company to prepare the Pro Forma Financial Information in accordance with paragraph 6.7 of Table A of Appendix 1 to the AQSE Growth Market - Access Rulebook.
It is our responsibility to form an opinion, in accordance with paragraph 6.7 of Table A of Appendix 1 to the AQSE Growth Market - Access Rulebook, as to the proper compilation of the Pro Forma Financial Information and to report our opinion to you.
In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro Forma Financial Information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.
Save for any responsibility which we may have to those persons to whom this report is expressly addressed and for any responsibility arising under paragraph 6.7 of Table A of Appendix 1 to the AQSE Growth Market - Access Rulebook to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 6.7 of Table A of Appendix 1 to the AQSE Growth Market - Access Rulebook.
Basis of opinion
We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with the directors of the Company.
We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of Ora Technology Plc.
Opinion
In our opinion:
a) the Pro Forma Financial Information has been properly compiled on the basis stated; and
b) such basis is consistent with the accounting policies of Ora Technology Plc.
Declaration
For the purposes of Appendix 1: Information for an admission document, Paragraph 1.2 of Table A of the AQSE Growth Market - Access Rulebook, we are responsible for this report as part of the Admission Document and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Admission Document in compliance with paragraph 1.3 of Table A of Appendix 1 of the AQSE Growth Market - Access Rulebook.
Yours faithfully,
Haysmacintyre LLP
10 Queen Street Place
London
EC4R 1AG
(A) UNAUDITED PRO FORMA STATEMENT OF NET ASSETS
The following unaudited pro forma statement of net assets of the Company is prepared for illustrative purposes only. Because of its nature, the pro forma statement of net assets, it addresses a hypothetical situation and, therefore, does not represent the Company's actual financial position on Admission. The statement is prepared to illustrate the effect on the assets and liabilities of the transactions as listed below. The unaudited pro forma statement of net assets is compiled on the basis set out below from the unaudited financial information of the Company as at 30 November 2022 as set out in this document. No adjustments have been made to reflect trading results in the period 1 December 2022 to Admission.
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Unaudited Financial Position 30 November 2022 £ |
Funds Raised Pre-Admission
£ |
Funds Raised on Admission
£ |
Total Pro Forma Net Assets on Admission £
|
|
Cash |
- |
639,001 |
834,781 |
1,473,782 |
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Receivables Total Assets |
1 1 |
(1) 639,000 |
834,781 |
- 1,473,782 |
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Payables |
- |
- |
- |
- |
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Total Net Assets |
1 |
639,000 |
834,781 |
1,473,782 |
The proforma statement of net assets of the Company has been prepared as an aggregation of the following items:
• the net assets of Ora Technology PLC as at 30 November 2022 as extracted from the underlying accounting records;
• the gross proceeds of all fund-raising activities completed by Admission; and
• no adjustment has been made to reflect trading results since these dates.
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