TAN DELTA SYSTEMS PLC

Share Issue/Capital Change • Aug 4, 2023

National Storage Mechanism | Additional information

RNS Number : 4079I

Tan Delta Systems PLC

04 August 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).

Neither this Announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase any securities referred to in this Announcement except solely on the basis of the information contained in the pathfinder version of the admission document (the "Pathfinder Admission Document"), including the risk factors set out therein, prepared by Tan Delta Systems Plc in connection with a possible offer of ordinary shares of £0.001 each in the capital of the Company (the "Shares") and the admission of such Shares to trading on AIM, a market operated by London Stock Exchange plc, and approved by PrimaryBid Limited solely for the purposes of section 21 of FSMA.

4 August 2023

Tan Delta Systems Plc

("Tan Delta" or the "Company")

Launch of PrimaryBid Offer

●   Tan Delta announces the launch of an exempt public offer of Shares to retail investors in the UK via PrimaryBid Limited ("PrimaryBid");

●   The offer price per Share will be determined at the close of the book-building process in the Institutional Offer (as defined below);

●   Investors can access the PrimaryBid Offer through PrimaryBid's website and on PrimaryBid's app;

●   Investors may also be able to take part through PrimaryBid's extensive network of retail brokers, wealth managers and investment platforms, subject to such partners' participation, which includes AJ Bell and Hargreaves Lansdown;

●   Applications for Shares through participating partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts ("GIAs");

●   There is a minimum application amount of £500 per investor in the PrimaryBid Offer; and

●   No commission will be charged by PrimaryBid on applications to the PrimaryBid Offer.

PrimaryBid Offer

Tan Delta Systems Plc is pleased to announce the launch of an exempt public offer of existing Shares to retail investors in the UK via PrimaryBid (the "PrimaryBid Offer") in connection with its proposed admission to trading on AIM.

Tan Delta has developed innovative technologies, products and services that enable operators of rotating equipment, from trucks and ships to generators and wind turbines, to reduce oil consumption, maintenance costs, breakdowns and carbon footprint. Further information on Tan Delta and its business is set out in the Pathfinder Admission Document. The Pathfinder Admission Document will shortly be available on the PrimaryBid platform and from participating retail brokers, wealth managers and investment platforms, subject to certain access restrictions.

The PrimaryBid Offer is being made separately to, but concurrently with, a possible offer of new and existing Shares to certain institutional investors (the "Institutional Offer"). The offer price of any Shares to be issued or sold pursuant to the Institutional Offer and the PrimaryBid Offer will be determined following the close of the book-building process.

The PrimaryBid Offer is conditional on any Shares to be issued or sold pursuant to the PrimaryBid Offer and the Institutional Offer being admitted to trading on AIM ("Admission"). Admission is expected to take place and dealings in Shares to commence at 8.00 a.m. on 18 August 2023 (or such later date as the Company and Zeus Capital Limited, the Company's nominated adviser and broker in relation to the Institutional Offer, may agree being no later than 31 August 2023. The PrimaryBid Offer will not be completed without the Institutional Offer also being completed but completion of the Institutional Offer is not conditional on the completion of the PrimaryBid Offer.

As the PrimaryBid Offer is an offer of existing Shares, the Company will not receive any proceeds from it.

Investors can access the PrimaryBid Offer through PrimaryBid's website and on PrimaryBid's app. The PrimaryBid app is available on the UK Apple App Store and Google Play Store.

Investors may also be able to participate through PrimaryBid's extensive partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. Participating partners include:

·    AJ Bell; and

·    Hargreaves Lansdown.

Applications for Shares through participating partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs.

The PrimaryBid Offer will open to investors resident and physically located in the United Kingdom following the release of this Announcement. The PrimaryBid Offer is expected to close at 5.00 p.m. on 9 August 2023 and may close early if it is oversubscribed.

There is a minimum subscription amount of £500 per investor in the PrimaryBid Offer.

The Company reserves the right to scale back any order received under the PrimaryBid Offer at its discretion. The Company and PrimaryBid reserve the right to reject any application for Shares under the PrimaryBid Offer without giving any reason for such rejection.

Investors who apply for Shares through PrimaryBid's website or PrimaryBid's app will not be charged any fee or commission by PrimaryBid. It is vital to note that once an application for Shares has been made and accepted via PrimaryBid, such application cannot be withdrawn.

Investors wishing to apply for Shares through their investment platform, retail broker or wealth manager using their ISA, SIPP or GIA should contact them for details of their terms and conditions, process and any relevant fees or charges.

The Shares to be sold pursuant to the PrimaryBid Offer will be sold free of all liens, charges and encumbrances and will, when sold, be fully paid and rank pari passu in all respects with the Shares to be issued pursuant to the Institutional Offer and the Company's other existing Shares.

For further information on PrimaryBid, the PrimaryBid Offer or for a copy of the terms and conditions (including the procedure for application and payment for Shares) that apply to registered users of PrimaryBid in addition to the terms and conditions set out in this Announcement, visit www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com. 

Brokers wishing to offer their customers access to the PrimaryBid Offer and future PrimaryBid transactions, should contact partners@primarybid.com.

Enquiries

Tan Delta Systems Plc Simon Tucker (Chairman) Christopher Greenwood (Chief Executive Officer)	info@tandeltasystems.com +44 (0) 845 094 8710
PrimaryBid Limited Fahim Chowdhury/James Deal	enquiries@primarybid.com

Important notices

The PrimaryBid Offer is offered under the exemptions from the need for a prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules, or for approval of the same by the Financial Conduct Authority (as competent authority under Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018 (as amended)). 

The PrimaryBid Offer is not being made into the United States, Australia, Canada, the Republic of South Africa, Japan, the Republic of Ireland or any other jurisdiction where it would be unlawful to do so.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This Announcement and the information contained herein, is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into Australia, Canada, the Republic of South Africa, Japan, the Republic of Ireland or any other jurisdiction in which such publication, release or distribution would be unlawful.  Further, this Announcement is for information purposes only and is not an offer of securities in any jurisdiction.

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 an application for Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out in the Pathfinder Admission Document before making a decision to apply for Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Shares if they are in any doubt. 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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