REGTECH OPEN PROJECT PLC — Regulatory Filings 2023

Aug 22, 2023

National Storage Mechanism | Additional information

RNS Number : 0984K

RegTech Open Project PLC

22 August 2023

THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND POSSESSIONS ("UNITED STATES"), AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

This Announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") and is not a prospectus nor an offer of securities for sale in any jurisdiction, including, but not limited to, the United States, Australia, Canada, Japan, Singapore and the Republic of South Africa.

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 subscribe for or purchase any securities referred to in this Announcement except solely on the basis of the information contained in the prospectus referred to in this Announcement (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, published today by RegTech Open Project plc (the "Company") and its subsidiaries and subsidiary undertakings from time to time ("RTOP") in connection with the proposed admission of ordinary shares on nominal value £0.20 each in the capital of the Company (the "Ordinary Shares") to the standard listing segment of the Official List of the FCA and to trading on the main market for listed securities ("Main Market") of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission") by way of a direct introduction ("Direct Listing"). Terms used but not otherwise defined in this Announcement shall have the meanings given to them in the Prospectus.

22 August 2023

Direct Listing

Approval and Publication of Prospectus

RTOP, the technology business specialised in the automation, management, and optimisation of regulatory compliance operations ("regtech"), today announces that the Prospectus in respect of its Direct Listing has been approved by the FCA and published by the Company.

Direct Listing details:

·    On 14 August 2023, the Company and RegTech Open Project S.p.A. ("RegTech Italy") entered into a contribution agreement, pursuant to which RegTech Italy contributed its entire business and assets, principally comprising a proprietary software platform focussed on operational resilience ("OR") (the "Orbit Open Platform"), and transferred all its liabilities to the Company (the "Contribution").

·    As a result of the Contribution, The AvantGarde Group S.p.A. ("TAG") became, and remains as at the date of this Announcement, the ultimate beneficial owner of 100% of the issued share capital of the Company (comprising 60,000,000 Ordinary Shares), holding 250,000 Ordinary Shares directly and 59,750,000 indirectly via its wholly-owned subsidiary RegTech Italy.

·    Pursuant to certain irrevocable sale and purchase, settlement and acquisition arrangements between TAG or RegTech Italy (as applicable) and independent third-parties, which take effect conditional on Admission and utilise £1.00 per Ordinary Share as a purchase/reference price ("Purchase/Reference Price"), 35% of the issued share capital (being 20,997,000 Ordinary Shares) shall be in "public hands" on Admission.

·    The Company will have a market capitalisation of £60 million on Admission based on the Purchase/Reference Price.

·    It is expected that Admission will become effective, and that unconditional dealings in the Ordinary Shares on the Main Market of the London Stock Exchange will commence, at 8.00 a.m. on 25 August 2023.

·    A copy of the Prospectus has been submitted to the FCA's National Storage Mechanism and will shortly be available for inspection at be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and made available on the Company's website at https://regtechopenproject.co.uk/.

·    The Company's LEI is 21380067ZMA5LECFSL38, ISIN is GB00BS3BDY00 and SEDOL code is BS3BDY0.

·    The Company is incorporated in England and Wales under the Companies Act 2006 (as amended) with company number 14721885.

About RTOP:

RTOP is a technology business specialised in regtech that has developed the award-winning Orbit Open Platform, which helps its customers navigate an increasingly complex regulatory landscape, maintain a secure and stable operating environment, whilst improving compliance with applicable regulations and standards, and reducing the risk of business disruptions.

The Orbit Open Platform is a cloud-based software-as-a-service solution that offers a suite of modules and features enabling businesses to achieve OR more efficiently and effectively. By leveraging the cloud, the Orbit Open Platform is able to offer flexibility, scalability, and easy access for businesses of all sizes, sectors and geographies.

RTOP has designed and built the Orbit Open Platform with user-experience in mind, such that the dashboard interfaces and report-based outputs are customised to the requirements of, and may be integrated with, third-party software adopted by its respective customers, the majority of which rely on the Orbit Open Platform to model their business risk assessments, develop strategies for business continuity, plan and implement OR exercises, and to manage real-world incidents and crises.

RTOP currently has over 1,000 daily users from 19 customers of the Orbit Open Platform principally in the financial services sector, including four significant Italian-headquartered banks, and other sectors (including, insurance, manufacturing, public administration and telecommunications) across three key geographies (Europe, the Middle East and South America).

RTOP's strategy:

RTOP will seek to achieve value creation and growth post-Admission by:

·    extending the offering of the Orbit Open Platform to other jurisdictions, in particular, the UK, US and - by commencing RegTech China's trading activities and operations - the PRC and APAC;

·    deploying the Orbit Open Platform service model via additional major cloud marketplaces (including Amazon Web Services, Google Cloud and Alibaba) from early 2024 to scale the business rapidly;

·    making strategic investments in sales and marketing operations, including automation, digital marketing and an international direct sales team;

·    leveraging research and development activities on new technologies for process optimisation;

·    establishing strategic partnerships (in particular with banks, insurance and professional services firms), thereby unlocking new sales channels in order to boost RTOP's customer base; and

·    making targeted opportunistic acquisitions to augment the Orbit Open Platform offering, in particular "Third-party Risk" and "ICT & Cyber Risk" modules, in order to provide customers with a more comprehensive OR framework, and to enable them to better manage and respond to operational disruptions, ensuring continuity of business operations and minimise potential negative impacts.

RTOP expects to provide a detailed update on its 2023 trading and operational progress in January 2024.

Ian Halliday-Pegg, CEO of RTOP, said:

"Today marks an exciting and significant milestone in RTOP's development. By Direct Listing on the Main Market of the London Stock Exchange, we will have the platform and access to capital required to drive our ambitious growth strategy as we target the global regtech market, the data resilience, business continuity and operational risk segments of which are expected to generate an aggregate revenue of over US$40 billion by 2026.

"Since RTOP's inception in 2017, our business has been operating in "stealth mode" during which time we have refined our technology and built a global client base complemented by an enviable set of commercial partnerships. Through our proprietary Orbit Open Platform, we are well-positioned to capitalise on the increasing demand for regtech services, providing customers with a proven operational resilience and business continuity solutions to manage and overcome internal risk and compliance concerns."

Albert Ganyushin, Independent Non-Executive Chair of RTOP, said:

"Companies across the world have become acutely aware of the essential need for operational resilience and business continuity systems, particularly over the past few years. As global operating environments become more complex and uncertain, RTOP's unique service offering provides the technology solution which can enable clients to outperform through efficient management of business disruption and the ability to turn periods of volatility into opportunity.

"With issues such as cyber security rising up board agendas, accelerated by recent examples of multinational businesses discovering their operational resilience and business continuity processes are inadequate, now is the right time for RTOP to embark on the next stage of its growth journey by Direct Listing on the Main Market of the London Stock Exchange."

- Ends -

Enquiries:

RegTech Open Project plc Ian Halliday-Pegg, CEO	c/o Instinctif Partners
Instinctif Partners (Financial PR) Victoria Hayns Guy Scarborough Bryn Woodward	regtech@instinctif.com +44 (0)77 7441 1596 +44 (0)79 1717 8920 +44 (0)75 0002 7181

Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser to RTOP.

Important legal Information

The information contained in this Announcement is for background purposes only and does not purport to be full or complete, nor does this Announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness. The contents of this Announcement are not to be construed as legal, financial or tax advice.

The securities mentioned in this Announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act").

The securities referred to in this Announcement may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States or in any other jurisdiction, including, but not limited to, Australia, Canada, Japan, Singapore and the Republic of South Africa.

This Announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Ordinary Shares, or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

This Announcement may include forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target", "believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will", "can have", "likely", "should", "would", "could" and any other words and terms of similar meaning or the negative thereof. These forward-looking statements are subject to risks, uncertainties and assumptions about RTOP. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Past performance cannot be relied upon as a guide to future performance and should not be taken as a representation that trends or activities underlying past performance will continue in the future. No representation or warranty is made or will be made that any forward-looking statement will come to pass. The forward-looking statements in this Announcement speak only as at the date of this Announcement. Certain forward-looking statements in this Announcement (including in the quotes) are supported by third-party sources, details of which are specified in the Prospectus. RTOP confirms that all third-party information contained in this Announcement has been accurately reproduced and, so far as RTOP is aware and able to ascertain from information published by that third-party, no facts have been omitted that would render the reproduced information inaccurate or misleading. However, while the directors of RTOP believe the third-party information included in this Announcement to be reliable, RTOP has not independently verified such third-party information.

The information in this Announcement is subject to change. Persons viewing this Announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus.

Persons considering making investments should consult an authorised person specialising in advising on such investments.

Each of RTOP and its respective affiliates as defined under Rule 501(b) of Regulation D of the Securities Act, expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this Announcement and disclaims any obligation to update its view of any risks or uncertainties described in this Announcement or to publicly announce the results of any revisions to the forward-looking statements made in this Announcement, whether as a result of new information, future developments or otherwise, except as required by law.

Neither the contents of RTOP's websites nor or any websites accessible by hyperlinks on RTOP's websites are incorporated by reference into, and do not form part of, this Announcement.

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