Oberon Investments - WRAP Retail Offer for up to £500,000

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY WINTERFLOOD SECURITIES LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 141455).

Oberon Investments Group plc

("Oberon" or the "Company")

WRAP Retail Offer for up to £500,000

Oberon Investments Group plc ("Oberon" or the "Company") is pleased to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise up to £500,000 gross proceeds (the "WRAP Retail Offer") through the issue of new ordinary shares of 0.5 pence per share each in the capital of the Company ("Ordinary Shares").  Under the WRAP Retail Offer up to 13,888,888 new Ordinary Shares (the "WRAP Retail Offer Shares") will be made available at a price of 3.6 pence per share (the "Issue Price").

In addition to the WRAP Retail Offer and as announced at 7.a.m. on 19 September 2023 (the "Placing Announcement"), the Company has raised approximately £2.5 million before expenses, through a conditional placing, via Oberon Capital, of 69,444,443 new shares of 0.5 pence each in the Company at the Issue Price (the "Placing"). The Placing was supported by new and existing institutional shareholders.

The Placing Announcement has been made regarding the Placing and its terms and sets out the reasons for the Placing and use of proceeds. The proceeds of the WRAP Retail Offer will be used for the same purposes as the proceeds of the Placing.

For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing. Completion of the WRAP Retail Offer is conditional, amongst other things, upon the completion of the Placing but completion of the Placing is not conditional on the completion of the WRAP Retail Offer.

WRAP Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide retail shareholders and other eligible retail investors in the United Kingdom the opportunity to participate in the WRAP Retail Offer.

Therefore, the Company is making the WRAP Retail Offer open to its retail shareholders and other eligible investors in the United Kingdom following release of this announcement and through certain financial intermediaries.

Eligible retail investors can contact their broker or wealth manager to participate in the WRAP Retail Offer.

To allow eligible retail investors greater time to participate in the WRAP Retail Offer, the WRAP Retail Offer is expected to close at 4.30 p.m. on 25 September 2023. Eligible retail investors should note that financial intermediaries may have earlier closing times. The result of the WRAP Retail Offer is expected to be announced by the Company on or around 26 September 2023.

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of eligible retail investors, should contact WRAP@winterflood.com.

To be eligible to participate in the WRAP Retail Offer, applicants must be a customer of a participating intermediary including individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations. 

There is a minimum subscription of £50 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

The Company reserves the right to scale back any order under the WRAP Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under the WRAP Retail Offer without giving any reason for such rejection.

It is important to note that once an application for WRAP Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The WRAP Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including, without limitation, the right to receive all dividends and other distributions declared, made or paid after their date of issue.

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail Offer Shares available for subscription at the Issue Price does not exceed £500,000. At the Company's discretion, in consultation with Winterflood and Oberon Capital, this term may be waived.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for WRAP Retail Offer Shares and investment in the Company carries a number of risks, including the risk that investors may lose their entire investment. Investors should take independent advice from a person experienced in advising on investment in securities such as the WRAP Retail Offer Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

The WRAP Retail Offer is offered in the United Kingdom under the exemption from the requirement to publish a prospectus in sections 86(1)(e) and 86(4) of FSMA. As such, there is no need for publication of a prospectus pursuant to the United Kingdom version of Regulation (EU) 2017/1129 as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended), or for approval of the same by the Financial Conduct Authority ("FCA"). The WRAP Retail Offer is not being made into any jurisdiction other than the United Kingdom.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the WRAP Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the FCA's Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

Important Notices

The Retail Offer is offered under the exemptions from the need for a prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules, or for approval of the same by the Financial Conduct Authority (as competent authority under Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018).

The Retail Offer is not being made into the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where it would be unlawful to do so.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. 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.

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 Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which such publication, release or distribution would be unlawful.  Further, this Announcement is for information purposes only and is not an offer of securities in any jurisdiction.