Smarttech247 Group Plc — Share Issue/Capital Change 2022

Dec 14, 2022

National Storage Mechanism | Additional information

RNS Number : 6750J

Smarttech247 Group PLC

14 December 2022

14 December 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities, in any jurisdiction, including in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation or breach of any applicable law nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever.

Investors should not use this announcement as the basis for any investment in the securities of the Company which should only be made on the basis of information contained in the admission document (the "Admission Document") published by the Company in connection with the proposed admission of its ordinary shares to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange") ("Admission").  The Admission Document is available on the Company's website at www.smarttech247.com.

Smarttech247 Group PLC

("Smarttech247", the "Group" or the "Company")

Admission Update

Smarttech247, a multi-award-winning provider of AI enhanced cybersecurity services providing automated managed detection and response for a portfolio of international clients, is pleased to announce that admission of its shares to trading on AIM is expected to take place at 8.00 a.m. on 15 December 2022.

As announced on 1 December 2022, Smarttech247 has raised approximately £3.67 million of new funds to support its continued expansion into new products and geographies, development of its proprietary technology and for general working capital purposes. The directors of the Company believe that a quotation will give Smarttech247 greater visibility and credibility in overseas geographies including the USA and Europe and will support its growth plans in the short and long term.

Smarttech247 has recently launched two new proprietary security software as a service products, VisionX in June 2022 and ThreatHub in August 2022. VisionX is the Smarttech247 automated security operations centre platform which is a cybersecurity offering providing 24/7 proactive threat detection and response, using cloud data analytics, machine learning and an incident response capability. VisionX has won two multi-year contracts within months of launch, one of which is with a US-based Fortune 500 corporation.

The Company's Admission Document was published on 30 November 2022 and is available on the Company's website www.smarttech247.com. The Company wishes to clarify that Ernst and Young are currently independent auditors to Zefone Limited only, the Company's wholly owned operating subsidiary. PKF Littlejohn acted as Reporting Accountants in connection with the Company's Admission.

- Ends -

For further information please contact:

Smarttech247 Group PLC	Tel: +353 21 206 6033
Ronan Murphy, Executive Chairman Raluca Saceanu, Chief Executive Officer Nicholas Lee, Finance Director
Spark Advisory Partners - Nominated Adviser	Tel: + 44 (0) 20 3368 3550
Mark Brady / Adam Dawes
Shard Capital - Broker	Tel: +44 (0) 20 7186 9900
Damon Heath
Fortified Securities - Placing Agent for the fundraise	Tel: +44 7493 989014
Guy Wheatley, CFA
Yellow Jersey PR Sarah Hollins / Annabelle Wills / Bessie Elliott	Tel: +44 (0) 20 3004 9512

About Smarttech247

Smarttech247 is a multi-award winning automated MDR (Managed Detection & Response) company. Its platform is trusted by international organisations and provides threat intelligence with managed detection and response to provide actionable insights, 24/7 threat detection, investigation and response.

The Company's service is geared towards proactive prevention and it achieves this by utilising the latest in cloud, big data analytics and machine learning, along with an experienced incident response team.

Smarttech247's offices are located in Ireland, United Kingdom, Romania, Poland and the USA.

Forward-looking statements

All statements other than statements of historical fact, contained in this announcement constitute "forward looking statements". In some cases forward looking statements can be identified by terms such as "may", "intend", "might", "will", "should", "could", "would", "believe", "forecast", "anticipate", "expect", "estimate", "predict", "project", "potential", or the negative of these terms, and similar expressions. Such forward looking statements are based on assumptions and estimates and involve risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Except as required by the AIM Rules for Companies, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. New factors may emerge from time to time that could cause the Company's business not to develop as it expects, and it is not possible for the Company to predict all such factors. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements except as required by law.

Important Legal Information

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Spark Advisory Partners Limited ("Spark") solely for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended). 

Spark, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is advising the Company and no one else in relation to the proposed Admission and Placing and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Spark or for providing advice in relation to the Admission and Placing or any transaction or arrangement referred to in this announcement.

Shard Capital Partners LLP ("Shard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is advising the Company and no one else in relation to the proposed Admission and Placing and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Shard or for providing advice in relation to the Admission and Placing or any transaction or arrangement referred to in this announcement.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold, resold, transferred or delivered, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. Securities in the Company are being offered and sold only outside the United States in ‛offshore transactions' as defined in, and in accordance with Regulation S of the Securities Act ("Regulation S").

The securities mentioned herein have not been and will not be approved or disapproved by the US

Securities and Exchange Commission (the "SEC"), any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. Any person considering any investment in shares in the Company should consult with its own advisers as to legal, tax, business and related aspects of an investment in such shares. The price of shares and the income from them (if any) may go down as well as up and investors may not get back the full amount invested on disposal of shares.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada,

Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.

This communication is only addressed to, and directed at, persons in member states of the European Economic Area (other than the United Kingdom) who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. In addition, in the United Kingdom, this communication is being distributed only to, and is directed only at, Qualified Investors (as defined in the version of the Prospectus Regulation which forms part of UK domestic law pursuant to the European Union (Withdrawal) Act 2018): (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the "Order") or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) (a) to (d) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. Prospective investors will be required to read and understand the section entitled "Risk Factors" in the Admission Document, once available.

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This announcement does not constitute a recommendation concerning the Admission and no information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. The merits or suitability of any securities of the Company must be independently determined by the recipient on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities of the Company.

The information and opinions contained in this announcement are provided as at the date of the announcement and are subject to change without notice.  Neither the Company, Spark nor Shard, or any of their respective parents or subsidiary  undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers or any other person  accepts (save where required by law) any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The date of Admission may be influenced by a variety of factors which include market conditions.  The Company may decide not to go ahead with the Admission and there is therefore no guarantee that Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

Persons considering making investments should consult an authorised person specialising in advising on such investments. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible investment.

Nothing contained herein constitutes or should be construed as (i) investment, tax, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to a potential investor's individual circumstances; or (iii) a personal recommendation to a potential investor or any other person.

For the avoidance of doubt, the contents of the Company's websites (or any other website operated by or on behalf of the Company and/or its subsidiaries) are not incorporated by reference into, and do not form part of, this announcement.

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