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This announcement is an advertisement and not an admission document or a prospectus. This announcement is not and does not constitute or form part of, and should not be construed as, an offer of securities for subscription or sale in any jurisdiction nor a solicitation of any offer to buy or subscribe for, any securities in any jurisdiction, 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 or commitment whatsoever. This announcement does not constitute a recommendation regarding any securities. Prospective investors should not subscribe for or purchase any securities referred to in this announcement except in compliance with applicable securities laws and regulation and on the basis of the information in the final admission document ("Admission Document") to be published by the Company, and any supplement thereto, in connection with the placing ("Placing") of its ordinary shares ("Shares") and the proposed admission ("Admission") of the Shares to trading on the AIM market of London Stock Exchange plc ("London Stock Exchange"). A copy of the Admission Document will, following publication, be available for viewing on the Company's website at www.tekmar.co.uk.
TEKMAR GROUP PLC
(“Tekmar”, the “Company” or the “Group”)
INTENTION TO FLOAT
PROPOSED ADMISSION TO TRADING ON AIM
Tekmar, a market-leading technology provider of protection systems for subsea cable, umbilical and flexible pipes and offshore engineering services, announces its intention to seek admission of its Shares to trading on the AIM market of the London Stock Exchange, which is expected to take place in June 2018.
The Group operates two primary divisions: the Offshore Wind Farm division which focuses on the provision of subsea protection for power transmission cables from and between offshore wind turbines, and the Subsea division which focuses primarily on the provision of subsea protection for umbilicals and flexible pipes to the oil and gas market. Both divisions are supported by AgileTek which provides subsea analysis, simulation and engineering consultancy services.
• Tekmar is a recognised market leader in the protection of subsea assets in the offshore wind farm market and has deep relationships with global clients. Its patented TekLink® CPS is the recognised solution for offshore wind cable protection and the Group has a 74 per cent. market share across all installed offshore wind farm assets in Europe. The Group has to date supplied over 6,170 cable protection systems to 63 named projects on three continents, more than any other supplier globally.
• The Group is well-positioned for continued growth in a marketplace shaped by technological progress, growth in the scale of the offshore wind industry and a reduction in the cost of capital. According to forecasts from Westwood Global Energy, global offshore wind capacity is expected to grow from 17.1 GW in 2017 to 102.7 GW by 2026.
• The Group has clear long-term visibility on potential offshore wind farm projects, relating to new wind farms or extensions to existing wind farms, due to the large scale nature of such projects. The Offshore Wind Farm division has a current sales pipeline of actively tendered projects with a potential aggregate sales value of £68 million, represented by 60 potential projects. Tekmar tracks projects for years in advance as they go through the consenting process, anywhere from three to ten years, and is currently tracking an additional 210 offshore wind farm projects. In the three year period to 31 March 2018, the Group has delivered a conversion rate of tenders won to sales enquiries in excess of 70 per cent.
• Building on the significant growth already achieved in recent years, the Group has the potential to accelerate its growth to meet demand in the expanding offshore wind market as a consequence of the lower cost of offshore wind farm projects in Europe which is expected to lead to more projects coming online more quickly, and the growing emerging market opportunity for renewables in new geographies such as Asia-Pacific.
• The Company intends to grow its business by increasing its market share in the subsea oil and gas market; adding new product variations to meet the needs of existing and future clients; and making selective acquisitions.
James Ritchie, Chief Executive Officer of Tekmar, said:
“We are delighted to announce our intention to float. Our plans to join the AIM market follow a period of consistent, strong organic growth supported by the Group’s current owners, Elysian Capital.
“Tekmar is already the undisputed leader in offshore wind cable protection systems and it is our objective to become the partner of choice for the supply of subsea protection equipment to the global offshore energy markets. Admission to AIM will enhance our profile and brand recognition further in our sectors and allow us to execute our strategy to grow in both existing and new markets and geographies.”
Tekmar Group plc
James Ritchie, Chief Executive Officer
Sue Hurst, Chief Financial Officer
+44 (0)1325 379 520
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett / Jen Clarke
+44 (0)20 7383 5100
Berenberg (Sole Global Coordinator and Broker)
Chris Bowman / Ben Wright / Laure Fine
+44 (0)20 3207 7800
Belvedere Communications (Financial PR)
Cat Valentine / Llew Angus
+44 (0) 20 3567 0515
About Tekmar – www.tekmar.co.uk
The Group is headquartered in Newton Aycliffe in the United Kingdom in a 70,000 sq ft facility that includes the manufacturing centre, HSQE centre and business administration, and a 30,000 sq ft facility that includes product testing, client-training centre and the sales, project and engineering offices. The Group also operates AgileTek from an office in London and has offices supporting its Offshore Wind Farm division in Hamburg (Germany) and Shanghai (China). It has appointed sales agents in Busan (South Korea) and Boston (United States) for the Offshore Wind Farm division and in Singapore and Abu Dhabi (United Arab Emirates) for the Subsea division.
This announcement does not constitute, or form part of, any offer or invitation to sell, allot or issue, or any solicitation of any offer to purchase or subscribe for, any securities in the Company in any jurisdiction 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 or act as an inducement to enter into, any contract or commitment therefor.
Recipients of this announcement who are considering subscribing for or acquiring Shares following publication of the Admission Document are reminded that any such acquisition or subscription must be made only on the basis of the information contained in the final Admission Document, which may be different from the information contained in this announcement. No reliance may be placed, for any purpose whatsoever, on the information or opinions contained in this announcement or on its completeness. To the fullest extent permitted by applicable law or regulation, no undertaking, representation or warranty, express or implied, is given by or on behalf of the Company, Grant Thornton UK LLP ("Grant Thornton"), or Joh. Berenberg Gossler & Co KG, London Branch ("Berenberg"), or their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers or any other person as to the accuracy, sufficiency, completeness or fairness of the information, opinions or beliefs contained in this announcement and, save in the case of fraud, no responsibility or liability is accepted by any of them for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred, howsoever arising, from any use, as a result of the reliance on, or otherwise in connection with this announcement.
Grant Thornton, which is authorised and regulated by the Financial Conduct Authority, and Berenberg, which is authorised by the German Federal Financial Supervisory Authority and subject to limited regulation in the United Kingdom by the Financial Conduct Authority, are acting only for the Company in connection with the proposed Placing and Admission and are not acting for or advising any other person, or treating any other person as their respective client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Grant Thornton, or Berenberg or advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit. Grant Thornton's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers and AIM Rules for Companies will be owed solely to the London Stock Exchange and not to the Company, to any of its directors or any other person in respect of a decision to subscribe for or otherwise acquire Shares in reliance on the Admission Document. Neither Grant Thornton nor Berenberg have authorised or approved the contents of, or any part of, this announcement and no representation or warranty, express or implied, is made by Grant Thornton and Berenberg or their affiliates as to any of its contents.
This announcement is only addressed to, and directed at, persons in member states of the European Economic Area who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC, as amended, and includes any relevant implementing measure in each member state of the European Economic Area which has implemented the Prospectus Directive. In addition, in the United Kingdom, this announcement is addressed to and directed only at Qualified Investors who are (i) persons having professional experience in matters relating to investments, i.e., investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"); (ii) high net-worth companies, unincorporated associations and other bodies within the meaning of Article 49 of the FPO; and (iii) persons to whom it is otherwise lawful to communicate it to. It is not intended that this announcement be distributed or passed on, directly or indirectly, to any other class of person and in any event, and under no circumstances should persons of any other description rely on or act upon the contents of this announcement.
Neither this announcement nor any copy of it may be (i) taken or transmitted into or distributed, directly or indirectly, in the United States (within the meaning of regulations made under the US Securities Act of 1933, as amended), (ii) taken or transmitted into, distributed, published, reproduced or otherwise made available or disclosed in Canada, Australia, New Zealand or the Republic of South Africa or to any resident thereof, except in compliance with applicable securities laws, or (iii) taken or transmitted into or distributed in Japan or to any resident thereof for the purpose of solicitation or subscription or offer for sale of any securities or in the context where the distribution thereof may be construed as such a solicitation or offer. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
The Shares have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. No securities commission or similar authority in Canada has in any way passed on the merits of the securities offered hereunder and any representation to the contrary is an offence. No document in relation to the proposed placing of the Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance. Accordingly, subject to certain exceptions, the Shares may not be, directly or indirectly, offered, sold, taken up, delivered or transferred in or into or from a Restricted Jurisdiction or offered or sold to a person within a Restricted Jurisdiction.
The date of Admission may be influenced by factors such as market conditions. There is no guarantee that the Admission Document will be published or that the Placing and Admission will occur, and you should not base your financial decisions on the Company's intentions in relation to the Placing and Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. The value of shares can decrease as well as increase. This announcement does not constitute a recommendation concerning the Placing. Persons considering an investment in such investments should consult an authorised person specialising in advising on such investments.
This announcement contains certain statements that are, or may be, forward looking statements with respect to the financial condition, results of operations, business achievements and/or investment strategy of the Company. 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 Group, or the industry in which the Group operates, to be materially different from any future results, achievements or performance expressed or implied by such forward looking statements.
Certain figures in this announcement, including financial information, 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 to the total figure given.