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Offer Document Posted
30 January 2014
OPEN OFFER OF UP TO 203,380,942 NEW ORDINARY SHARES
AT £0.0004 PER SHARE
Ducat Ventures Plc (the "Company") announces an Open Offer to those members who were on the register at 18th November 2013 and the Company has today posted the Open Offer document (which can be found on the Company's website at www.ducatventures.co.uk) to all shareholders.
The letter from the Chairman which forms part of the Open Offer document is set out below.
For further information, please contact:
|Ducat Ventures plc||Nicholas Nelson||+44 (0)79 2152 2920|
|Cairn Financial Advisers LLP||Liam Murray / Jo Turner||+44 (0)20 7148 7900|
|Peterhouse Corporate Finance Ltd||Lucy Williams/ Fungai Ndoro||+44 (0)20 7469 0936|
LETTER FROM THE CHAIRMAN OF DUCAT VENTURES PLC
(Incorporated and registered in England and Wales with registered number 05880755)
Mr Adam Reynolds (Executive Chairman)
Mr Nicholas Nelson (Non-Executive Director)
145-147 St. John Street
To Shareholders (and for information purposes to the holders of warrants and options in the Company)
OPEN OFFER OF UP TO 203,380,942 NEW ORDINARY
SHARES AT £0.0004 PER SHARE
Following the passing of the resolutions at the Company's general meeting held on 18 November 2013 and as set out in the Company's circular to shareholders dated 1 November 2013, the Company is proposing to raise up to £81,352 through an open offer of Ordinary Shares to Shareholders whose names appear on the register of members of the Company on the Record Date. So as to be as democratic as possible to all Shareholders on the register prior to the placing undertaken by the Company in November 2013, the Board decided to structure the open offer in this way.
The proceeds of the Open Offer will be used to provide additional working capital for the Company.
Subscribers to the Open Offer shares will also be granted one warrant for every one Open Offer share subscribed for, exercisable at a price of £0.0004 per warrant, at any time up to three years from issue.
The purpose of this document is to set out the background to, and relevant information in connection with, the Open Offer.
Potential dilution of shareholdings of Shareholders
On completion of the Open Offer the issued ordinary share capital of the Company will be increased by approximately 22.7 per cent., resulting in an immediate dilution of approximately 18.5 per cent. in aggregate for holders of Existing Ordinary Shares, save to the extent that they subscribe for their Open Offer Entitlement.
Details of the Open Offer
The Company is raising up to £81,352 (before expenses) by the issue of up to 203,380,942 New Ordinary Shares. Qualifying Shareholders may participate in the Open Offer at the Offer Price, payable in full on application.
Qualifying Shareholders may apply for any number of Offer Shares under the Open Offer calculated on the following basis:
(a) 3 Offer Shares for every 2 Existing Ordinary Shares held by Qualifying Shareholders at the Record Date (or any lesser number); and
(b) further Offer Shares in excess of their Open Offer Entitlement through the Excess Application Facility (although such Offer Shares will only be allotted to the extent that not all Qualifying Shareholders apply for their Open Offer Entitlement in full).
Once subscriptions by Qualifying Shareholders under their respective Open Offer Entitlements have been satisfied, the Company shall, in its absolute discretion, determine whether to meet any excess applications in full or in part and no assurance can be given that applications by Qualifying Shareholders under the Excess Application Facility will be met in full, in part or at all. The Offer Shares must be paid for in full on application. The latest time and date for receipt of completed Application Forms and payment in respect of the Open Offer is 11 a.m. on 14 February 2014.
The Open Offer is not being made to Overseas Shareholders, as outlined in Part II of the document.
Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the benefit of the Qualifying Shareholders who do not apply. The Application Form is not a document of title and cannot be traded.
The Offer Shares will be issued credited as fully paid and free of all liens, charges and encumbrances and will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.
The Offer Price represents a discount of 0.02 pence (or approximately 33 per cent.) to the market price for Ordinary Shares of 0.06 pence on 24 January 2014, the latest practicable date before publication of this document.
For Qualifying Shareholders wishing to apply to subscribe for Offer Shares, completed Application Forms, accompanied by full payment in pounds sterling, should be returned by post or by hand (during normal business hours only) to Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL so as to arrive as soon as possible and in any event no later than 11 a.m. on 14 February 2014.
Further information on the Open Offer, including its terms and conditions and the detailed procedure for application and payment, is set out in Part II of this document.
On completion of the Open Offer the Company will advance its investing policy as set out in the circular to Shareholders dated 1 November 2013 and a number of businesses are already under consideration by the Board.
Shareholders should consider fully the risk factors associated with the Open Offer. Your attention is drawn to the risk factors set out in Part III of this document.
Action to be taken in respect of the Open Offer
For details of the action to be taken in relation to the Open Offer, please refer to paragraph 3 of Part II of the document.
The last time for applications and accompanying payment under the Open Offer to be received by Share Registrars Limited is 11 a.m. on 14 February 2014.
If you are in any doubt about the contents of this document or about what action you should take, you are recommended immediately to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA.
Your attention is drawn to the further information set out in Parts II to IV of the document.
The Directors recommend that Qualifying Shareholders take up their rights under the Open Offer.
Ducat Ventures Plc
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