Result of Placing and Further Allotment of Shares

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. 

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY ORDINARY SHARES OR OTHER SECURITIES OF THE COMPANY AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER. ORDINARY SHARES OR OTHER SECURITIES OF THE COMPANY MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OF AMERICA ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION AND THE ORDINARY SHARES DESCRIBED HEREIN WILL BE SOLD IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS.

6 November 2015

NetScientific plc

(the “Group”)

Result of Placing and Further Allotment of New Shares Pursuant to Offer

On 1 October 2015, the Group announced a conditional Placing to raise approximately £18.0m and an Additional Fundraising to raise up to approximately £2.0m, both before expenses. 

The Additional Fundraising closed for acceptances at 11.00 a.m. on 5 November 2015 and the Company is pleased to announce that it has received valid acceptances in respect of 119,508 Additional Fundraising Shares from Shareholders, which includes 20,833 Additional Fundraising Shares from directors of NetScientific.  This represents 7.2 per cent. of the Additional Fundraising Shares offered. The Company has therefore raised a total of £18.14 million, before expenses, from the Placing and Additional Fundraising.

The New Ordinary Shares to be issued pursuant to the Placing and Additional Fundraising remain subject to the passing of the Resolutions at the General Meeting to be held at the offices of Simmons & Simmons, CityPoint, 1 Ropemaker Street, London EC2Y 9SS at 9.00 a.m. today and Admission (as defined below).

Capitalised terms in this announcement have the meanings given to them in the Circular dated 21 October 2015.

Applications have been made to the London Stock Exchange for New Ordinary Shares to be admitted to trading on AIM (“Admission”). Admission is expected to commence at 8.00 am on 9 November 2015. Following Admission, the New Ordinary Shares will rank pari passu with the existing Ordinary Shares.

On Admission, the Company’s issued share capital will comprise 51,021,528 Ordinary Shares, none of which will be held in treasury. Each Ordinary Share carries the right to one vote and therefore the total number of voting rights in the Company on admission will be 51,021,528. This figure may be used by shareholders and other investors as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA’s Disclosure and Transparency Rules

A copy of this announcement is also available on the Company’s website at www.netscientific.net. 

Directors’ interests

Mr. Barry Wilson, a Director of the Company, participated in the Additional Fundraising and following admission of the New Ordinary Shares allotted under the Placing and Additional Fundraising, his interest, and the interest of the other Directors, in the Ordinary Shares of the Company will be as follows:

Contact Details

Investec Bank plc, which is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated by the FCA and the Prudential Regulatory Authority, is acting exclusively for the Company and no other person in connection with the Placing. Investec Bank plc is not acting for the Company or anyone else in connection with the Additional Fundraising. Investec Bank plc’s responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any person in respect of his decision to acquire Placing Shares or Additional Fundraising Shares in reliance on any part of this document. No representation or warranty, express or implied, is made by Investec Bank plc about any of the contents of this document and, without limiting the statutory rights of any person to whom this document is issued, no liability whatsoever is accepted by Investec Bank plc for the accuracy of any information or opinions contained in this document or for the omission of any material information. Investec Bank plc will not be offering advice nor will it be responsible for providing client protections to recipients of this document in respect of the Placing and Additional Fundraising.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no other person in connection with the Placing. Liberum Capital Limited is not acting for the Company or anyone else in connection with the Additional Fundraising. No representation or warranty, express or implied, is made by Liberum Capital Limited about any of the contents of this document and, without limiting the statutory rights of any person to whom this document is issued, no liability whatsoever is accepted by Liberum Capital Limited for the accuracy of any information or opinions contained in this document or for the omission of any material information. Liberum Capital Limited will not be offering advice nor will it be responsible for providing client protections to recipients of this document in respect of the Placing and Additional Fundraising.