Result of GM, Exercise of Broker Option & Director dealing

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, RUSSIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018), AS AMENDED BY REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.

 

12 July 2024

 

OTAQ plc

("OTAQ" or the "Company"}

 

Result of General Meeting

 

Exercise of Broker Option

 

Director’s dealing disclosure

 

 

OTAQ (OTAQ.AQ), a highly innovative technology company targeting the aquaculture and offshore markets, announces that at the General Meeting held earlier today all the resolutions put to the meeting were duly approved by Shareholders.  Resolution 1 was put to the meeting by way of a poll and was duly approved by those Shareholders eligible to vote. 

 

Resolution (*indicates special resolution)	Votes for	% of shares voted	Votes against	% of shares voted	Total votes (including withheld)	% of issued share capital voted by Independent Shareholders eligible to vote	Votes withheld by Independent Shareholders eligible to vote
Resolution 1: Rule 9 Waiver as set out in the Circular to shareholders dated 26 June 2024	43,162,335	100.0%	-	0.0%	43,163,623	60.6%	1,288
Resolution 2: To the Convertible Loan Notes	93,418,344	100.0%	-	0.0%
Resolution 3*: To disapply statutory pre-emption rights in respect of the issue of the Convertible Loan Notes	93,418,344	100.0%	-	0.0%

Notes:

1. The full text of the Rule 9 Waiver Resolution is set out in the Notice of the General Meeting, which can be found at Part III of the Circular.
2. Any proxy appointments which gave discretion to the Chairman have been included in the 'for' total.
3. A 'Vote withheld' is not counted towards the votes 'for' or 'against' the Rule 9 Waiver Resolution.
4. The total number of Ordinary Shares in issue on 10 July 2024 was 128,405,917.
5. Total Ordinary Shares held by the Independent Shareholders on 10 July 2024 was 71,264,839.
6. Total Ordinary Shares held by the Enlarged Concert Party on 10 July 2024 was 57,141,078.
7. In accordance with the terms of the waiver of Rule 9 of the Takeover Code granted by the Takeover Panel, only Independent Shareholders were permitted to vote on Resolution 1 (the Rule 9 Waiver Resolution).

 

Exercise of Broker Option

 

The Company is pleased to confirm that, in accordance with the terms of the Placing Agreement, following the passing of the Resolutions, the Company will now issue £1.7 million Placing Convertible Loan Notes.  In addition, Dowgate Capital has exercised the Broker Option in respect of a further £90,000 Broker Option Convertible Loan Notes. As a result, a total of £1.79 million Convertible Loan Notes will be issued today (the Initial Closing Date of the Fundraise).

 

The net proceeds of the Convertible Loan Note issue will be used to repay in full the CBILS Loan, for further product development and for general working capital purposes.

 

Justine Dowds, Chief financial Officer, is participating in the Fundraise by subscribing for £15,000 Convertible Loan Notes through the Broker Option. 

 

Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to such terms in the Circular to Shareholders dated 26 June 2024.

 
 

Contacts:

OTAQ PLC		01524 748010
Adam Reynolds, Non-Executive Chairman
Phil Newby, Chief Executive Officer
Justine Dowds, Chief Financial Officer
Dowgate Capital Limited (AQSE Corporate Advisor & Broker)		020 3903 7715
David Poutney / James Serjeant Russell Cook / Nicholas Chambers
Guild Financial Advisory Limited (Independent Financial Adviser)		david.floyd@guildfin.co.uk
David Floyd
Walbrook PR Limited	020 7933 8780 or Otaq@walbrookpr.com
Tom Cooper / Nick Rome	0797 122 1972 or 07748 325 236

 

About OTAQ

OTAQ is a highly innovative technology company targeting the aquaculture and offshore markets. It already has a number of established products in its portfolio and is focused on further developing its presence, customer base and cross selling opportunities within core markets both organically and via acquisition.

 

OTAQ’s aquaculture products, which include a sonar device (developed for Minnowtech LLC) to scan shrimp in ponds and water quality monitoring, are focused on maximising welfare and production yields. Additionally, the Company is developing a potentially game changing live plankton analysis product for finfish and shellfish farmers. It also continues to target opportunities in the acoustic deterrent devices market via its Sealfence product, which is used by salmon farmers, with global opportunities in Chile, Australia, Canada and Norway.

 

OTAQ’s offshore product range includes OceanSense subsea leak detection, Eagle IP camera systems, Lander seabed survey devices and Subsea electrical connectors and penetrators. It is targeting a number of growth opportunities in new territories and has a strong client base including Expro, Amphenol and National Oilwell Varco. The Company is also focused on the development of new products through this division, with the aim of increased cross-deployment of skills and technologies into the aquaculture arena.

 

The Company is also developing high accuracy location trackers for specialist applications. Having already added clients within safety and multiple participant sport/racing applications, the Company is investigating wider market potential - including opportunities in the seafood industry.

 

The Company makes this announcement, including the notification(s) below, in accordance with the requirements of the EU Market Abuse Regulation.

 

 

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Justine Dowds
2	Reason for the notification
a)	Position/status	Chief Financial Officer and PDMR
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	OTAQ plc
b)	LEI	213800CZGMYB5XTUXJ52
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument   Identification code	Ordinary shares of 1 penny each       ISIN: GB00BK6JQ137
b)	Nature of the transaction	Participation in subscription for Convertible Loan Note
c)	Price(s) and volume(s)	Price: based upon a conversion price of 3.0 pence per Ordinary Shares   Volume (principle value of Convertible Loan Notes): GBP15,000 of Convertible Loan Notes
d)	Aggregated information	N/A
e)	Date of the transaction	12 July 2024
f)	Place of the transaction	Outside a trading venue