Zenova Group PLC (“Zenova”, the “Company” or the “Group”), a provider of innovative fire safety and heat management technology and products, is pleased to announce the admission of its entire issued and to be issued share capital to trading on the AIM market of the London Stock Exchange (“Admission”). Admission will take place and dealings will commence at 8.00 a.m. today under the ticker ZED and ISIN GB00BNVVH568.
In conjunction with, and conditional on, Admission, Zenova has successfully raised gross proceeds of £4.5 million by a placing of ordinary shares at a placing price of 19p per share. Upon Admission, the market capitalisation of the Company will be approximately £17.74 million.
The proceeds attributable to the Company from the fundraising, together with its existing cash resources, are intended to support Zenova’s growth strategy to build sales in the UK and other regions globally. The net proceeds will be used to manufacture products and establish inventory levels, accelerate the Group’s R&D programme to develop additional products, expand the certification and independent testing programme, for marketing and operational expenses and to support working capital.
The Company’s Admission Document is available to view on the Company’s website at www.zenovagroup.com.
SPARK Advisory Partners Limited (“SPARK”) is acting as Nominated Adviser and Brandon Hill Capital Limited (“Brandon Hill”) is acting as Broker and Bookrunner to the Company.
Tony Crawley, Chief Executive Officer of Zenova Group PLC, said:
“We are very pleased to be admitted to AIM on this landmark day in the history of Zenova. The business is now poised to take off having developed its innovative and ground-breaking range of fire safety and temperature management products. We believe these to be disruptive in the marketplace and desirable not only in their unique efficiency but also for their ecological credentials.
The successful completion of our IPO is an exciting next step in our growth and allows us to build on the relationships that Zenova is developing with customers globally.
We look forward to the next phase in the Zenova story and informing the market of the progress that we anticipate achieving as a result.
Our board and management team who have contributed so strongly to this exciting future welcome the addition of strong shareholder base who are supporting the business and we look forward to working together on this next chapter in the development of the Company.”
|Zenova Group PLC|
|Tony Crawley, Chief Executive Officer
Don Nicolson, Non-Executive Chairman
|Via Orana Corporate LLP:
Tel: +44 20 3475 6834
|SPARK Advisory Partners Limited (Nominated Adviser)|
|Matt Davis / Adam Dawes||Tel: +44 20 3368 3550|
|Brandon Hill Capital Limited (Broker and Bookrunner)|
|Oliver Stansfield||Tel: +44 20 3463 5000|
Note to Editors:
The Group, through Zenova Ltd, is the holder of intellectual property that underpins a suite of fire safety and temperature management products and technology. The product range is applicable to industrial, commercial, and residential markets. The Group’s products include fire retardant paints, insulating paints and render, fire extinguishing fluid and applications. Through innovative development, and a refined formulation and development process, Zenova provides industry leading solutions across a range of fire protection and temperature management problems, comprising:
A water-based fire-resistant paint that prevents ignition and spread of fire. It can be used in commercial, industrial and domestic applications on variety of materials, from wood to metal.
Patent pending fire extinguisher filled with proprietary Zenova Fluid (Zenova FXB) that extinguishes all types of fires, reduces chances of re-ignition, works in cold (-15 ̊C) conditions, is non-toxic and does not produce harmful by-products.
Thermal insulating paint that provides thermal reflection of sunrays & infrared radiation, anti-condensation and anti-mould properties. It can be applied to virtually any exterior or interior material, regardless of the surface.
Thermal insulating render to enhance the effectiveness of insulation by creating a thermo shield. It fills all cavities and gaps regardless of geometric shape and creates a vacuum – the most effective insulator.
Patent pending next generation ceiling sprinkler filled with proprietary Zenova Fluid (Zenova FXB) that removes the need to install large fluid tanks, piping, complicated equipment and software. This sprinkler could be installed in the kitchen.
The Group has achieved this without compromising the sustainability of natural and economical resources, including personal health and safety, with ecologically sound products.
Further information on the Group can be found at www.zenovagroup.com.
SPARK which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with Admission. SPARK will not regard any other person as its client in relation to Admission and will not be responsible to anyone other than the Company for providing the regulatory protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Brandon Hill which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with Admission. SPARK will not regard any other person as its client in relation to Admission and will not be responsible to anyone other than the Company for providing the regulatory protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Neither SPARK, Brandon Hill nor any of their respective affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions contained in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, 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 and any liability therefore is expressly disclaimed.
This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (i) if in a member state of the European Economic Area (“EEA”), Qualified Investors as defined in article 2.1(e) of Directive 2003/71/EC as amended, including by the 2010 Prospectus Directive amending Directive (Directive 2010/73/EC) and to the extent implemented in the relevant member state (the “Prospectus Directive”); (ii) if in the United Kingdom, are Qualified Investors within the meaning of the UK version of the Prospectus Regulation which forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018 and (a) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (b) are persons who fall within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order (all such persons together being referred to as “Relevant Persons”).
This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement does not itself constitute an offer for sale or subscription of any securities in Zenova Group PLC.
Neither this announcement nor any copy of it may be taken or transmitted, published or distributed, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, New Zealand, Japan or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa, New Zealand or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Placing and the distribution of this announcement and other information in connection with the Placing and Admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
The securities referred to herein may not be offered or sold, transferred or delivered directly or indirectly, in the United States unless registered under the US Securities Act of 1933, as amended (“US Securities Act“) or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act or any other applicable securities laws of the United States and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. The securities referred to herein have not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan. There will be no public offer of the securities referred to herein in the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, the Republic of South Africa, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa, New Zealand or Japan.
The securities referred to herein have not been and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission or 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 announcement. Any representation to the contrary is a criminal offence in the United States.
Any subscription for or purchase of securities in the proposed Placing should be made solely on the basis of the information contained in Admission Document published by the Company in connection with the Placing and Admission. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed for any purposes whatsoever on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Placing or any transaction or arrangement referred to in this announcement. This announcement has not been approved by any competent regulatory authority.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
Certain figures contained in this announcement have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this announcement.
Forward looking statements
Certain statements in this document are or may constitute forward looking statements, including statements about current beliefs and expectations of the Directors. In particular, the words “expect”, “anticipate”, “estimate”, “may”, “should”, “plan”, “intend”, “will”, “would”, “could”, “target”, “believe” and similar expressions (or in each case their negative and other variations or comparable terminology) can be used to identify forward looking statements. Such forward looking statements are based on the Board’s expectations of external conditions and events, current business strategy, plans and the other objectives of management for future operations, and estimates and projections of the Company’s financial performance.
Though the Board believes these expectations to be reasonable at the date of this document they may prove to be erroneous. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, achievements or performance of the Company, or the industry in which the Company operates, to be materially different from any future results, achievements or performance expressed or implied by such forward looking statements.
Any forward looking statement in this document speaks only as of the date it is made. Save as required by law or the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward looking statements in this document that may occur due to any change in the Board’s expectations or in order to reflect events or circumstances after the date of this document.
Any forward looking statement in this document based on past or current trends and/or activities of the Company should not be taken as a representation or assurance that such trends or activities will continue in the future. No statement in this document is intended to be a profit forecast.
INFORMATION TO DISTRIBUTORS
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN (A) DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED (“MIFID II”); (b) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE “MIFID II PRODUCT GOVERNANCE REQUIREMENTS”), AND THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK (THE “UK PRODUCT GOVERNANCE RULES”), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY “MANUFACTURER” (FOR THE PURPOSES OF THE MIFID II AND THE UK PRODUCT GOVERNANCE RULES) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE SECURITIES WHICH ARE THE SUBJECT OF THIS ANNOUNCEMENT (“PLACING SHARES”) HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT SUCH SECURITIES ARE: (I) COMPATIBLE WITH AN END TARGET MARKET OF (A) RETAIL INVESTORS, AS DEFINED IN MIFID II AND REGULATION (EU) NO 2017/565 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE “EUWA”) (B) INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS, AS DEFINED IN MIFID II AND REGULATION (EU) NO 600/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA (C) ELIGIBLE COUNTERPARTIES, AS DEFINED IN MIFID II AND THE FCA’S CONDUCT OF BUSINESS SOURCEBOOK (“COBS”); AND (II) ELIGIBLE FOR DISTRIBUTION THROUGH ALL DISTRIBUTION CHANNELS AS ARE PERMITTED BY MIFID II (THE “TARGET MARKET ASSESSMENT”). NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, DISTRIBUTORS SHOULD NOTE THAT: THE PRICE OF THE PLACING SHARES MAY DECLINE AND INVESTORS COULD LOSE ALL OR PART OF THEIR INVESTMENT; THE PLACING SHARES OFFER NO GUARANTEED INCOME AND NO CAPITAL PROTECTION; AND AN INVESTMENT IN THE PLACING SHARES IS COMPATIBLE ONLY WITH INVESTORS WHO DO NOT NEED A GUARANTEED INCOME OR CAPITAL PROTECTION, WHO (EITHER ALONE OR IN CONJUNCTION WITH AN APPROPRIATE FINANCIAL OR OTHER ADVISER) ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF SUCH AN INVESTMENT AND WHO HAVE SUFFICIENT RESOURCES TO BE ABLE TO BEAR ANY LOSSES THAT MAY RESULT THEREFROM. THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO ANY CONTRACTUAL, LEGAL OR REGULATORY SELLING RESTRICTIONS IN RELATION TO THE OFFER. FURTHERMORE, IT IS NOTED THAT, NOTWITHSTANDING THE TARGET MARKET ASSESSMENT, THE SOLE BOOKRUNNER WILL ONLY PROCURE INVESTORS WHO MEET THE CRITERIA OF PROFESSIONAL CLIENTS AND ELIGIBLE COUNTERPARTIES.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II OR COBS; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE PLACING SHARES.
EACH DISTRIBUTOR IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE PLACING SHARES AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.