Microsalt PLC — Share Issue/Capital Change 2023

Oct 2, 2023

National Storage Mechanism | Additional information

RNS Number : 2591O

MicroSalt PLC

02 October 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, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA 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 MicroSalt Ltd. in connection with a possible offer of ordinary shares of £0.000003125 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.

2 October 2023

MicroSalt Ltd.

("MicroSalt" or the "Company")

Launch of PrimaryBid Offer

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

●   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

MicroSalt Ltd. is pleased to announce the launch of an exempt public offer of new Shares to retail investors in the UK via PrimaryBid in connection with its proposed admission to trading on AIM.

Further information on MicroSalt and its business is set out in the Pathfinder Admission Document. The Pathfinder Admission Document is 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 Shares to certain institutional investors (the "Institutional Offer"). The offer price of any Shares to be issued pursuant to the Institutional Offer and the PrimaryBid Offer (the "Offer Price") will be determined following the close of the book-building process.

It is a term of the PrimaryBid Offer that the aggregate value of the new Shares available for subscription at the Offer Price does not exceed £2.5 million.

The PrimaryBid Offer is conditional on any Shares to be issued 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 October 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 10 November 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.

The net proceeds from the Institutional Offer and PrimaryBid Offer will principally be used to support the ongoing development of MicroSalt applications with existing and potential customers, to increase its manufacturing capability and production volumes by constructing its own manufacturing facility, R&D for FMCG companies product line extensions and for general working capital purposes including increased headcount.

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 be 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 1.00 p.m. (London time) on 6 October 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 issued pursuant to the PrimaryBid Offer will be issued free of all liens, charges and encumbrances and will, when issued, 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

MicroSalt Ltd. Rick Guiney	Via Flagstaff PR
PrimaryBid Limited Fahim Chowdhury/James Deal Flagstaff PR Tim Thompson / Alison Allfrey	enquiries@primarybid.com +44 (0)20 7129 1474 microsalt@flagstaffcomms.com

Important notices

The PrimaryBid Offer is offered under the exemptions from the need for a prospectus allowed under the Financial Conduct Authority'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, Japan, New Zealand, the Republic of South Africa 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, Japan, New Zealand, the Republic of South Africa 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. 

END

This information is provided by Reach, the non-regulatory press release distribution service of RNS, part of the London Stock Exchange. 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.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

NRALMMITMTTJBAJ