NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, 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.
THE CONTENT OF THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY, HAS BEEN APPROVED BY ALLENBY CAPITAL LIMITED, WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY, SOLELY FOR THE PURPOSES OF SECTION 21(2)(b) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED).
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF THE GROUP.
18 August 2023
Tribe Technology PLC
(“Tribe Tech”, the “Company” or the “Group”)
Intention to float on AIM and
Retail Offer to raise up to £0.4 million
Tribe Technology PLC, a disruptive developer and manufacturer of autonomous mining equipment, is pleased to announce its intention to seek admission of the entire issued and to be issued share capital of the Company to trading on the AIM market of the London Stock Exchange (the “Admission”). In connection with its proposed Admission, the Company intends to raise gross proceeds of approximately £4.5 million from a placing and subscription of 45,000,000 ordinary shares of £0.0005 each in the share capital of the Company (“Ordinary Share”) at 10 pence per new Ordinary Share (the “Issue Price“) involving institutional and other investors (together the “Fundraise”). The net proceeds from the Fundraise are intended to be utilised for the following purposes:
- Working Capital – £3.7 million to fulfil the existing order book and increase the Group’s level of inventory;
- Research & Development – £0.2 million to pursue the Group’s product and technology road map; and
- Operational/Sales expansion – £0.6 million focusing on expanding engineering, sales, and support staff.
In addition, the board of directors of the Company (“Board”) is pleased to announce a retail offer via BookBuild (the “Retail Offer“) of up to 4,000,000 new Ordinary Shares (the “Retail Offer Shares“) at an issue price of 10 pence per new Ordinary Share. The net proceeds of the Retail Offer are anticipated to be deployed in the same manner as the Fundraise outlined above.
Allenby Capital Limited (“Allenby Capital”) is acting as Nominated Adviser and Sole Broker to the Group in relation to the Fundraising and Admission.
Background to the Group
The Group was founded in Western Australia in late 2019 and has since established a headquarters and manufacturing facility in Northern Ireland. Initially, Tribe Tech was founded to create a safer and more efficient work environment through the use of fully autonomous and safe drill rigs in the mining industry. The Group’s core activities are the development, in-house manufacturing and sale of its autonomous Tribe Tech drill rigs incorporating its core proprietary intellectual property (“IP”), Tribe Technology Drilling System (“TTDS”).
Tribe Tech expects its technology to disrupt the reverse circulation (“RC”) drill rig market by developing a drill rig which removes operators from the dangers of RC drilling operations, reduces drilling costs and increases drilling uptime. The primary applications of RC drill rigs are early-stage mineral exploration, resource definition, and various aspects of mine development and production.The Group has already leveraged strong working relationships with some of the key players globally, securing firm orders in excess of £10.5 million for its first-generation RC drill rigs. Manufacturing of the contracted Tribe Tech drill rigs is underway at the Belfast facility.
Key strengths:The Board believe that the key strengths of the Group are:
- Market Leading Technology – TTDS improves productivity, reduces costs, and improves safety across the global mining industry.
- Strong management team – A senior management and executive team with decades of technical and operational experience in the drilling and technology industries.
- Commercial pipeline – A strong commercial pipeline, with secured firm orders in excess of £10.5 million. Beyond drill rigs, the Company believes it has a potentially robust sales pipeline for its sample system products which can be sold on a stand-alone basis.
- Significant addressable markets – The Company is targeting the US$2.2 billion global surface drilling market; including the 1,400 fleet of RC drilling rig fleet predominantly used in exploration and grade control.
Charlie King, Chief Executive Officer of Tribe Tech, commented:
“Our technology provides a solution to the RC drill rig market at a time when efficiency and safety are as important as the need to bring much larger amounts of commodities into a rapidly changing world. We are working towards completing our first autonomously operated drill rig later this year.
“We believe now is the right time to bring our story to the public market and that London, with its international investor base, and a strong knowledge of the mining industry is the right place to start this journey, especially given our production facilities in Northern Ireland. Admission to AIM will also give us additional visibility and transparency, as well as the resources we need to fund our growth and technology and business development.”
Background information on the Retail Offer
The Company is making the Retail Offer available in the United Kingdom only through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/WJQKJ1/authorised-intermediaries.
Allenby Capital will be acting as coordinator in relation to the Retail Offer (the “Retail Offer Coordinator”).
Those wishing to participate in the Retail Offer can contact their broker or wealth manager. In order to participate in the Retail Offer, each intermediary must be on-boarded onto the BookBuild platform and agree to the final terms and the retail offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).
Any expenses incurred by any intermediary are for its own account. Investors should confirm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the Retail Offer. The Retail Offer will be open to eligible investors in the United Kingdom on or around 8 a.m. on 18 August 2023.
The Retail Offer is expected to close at 12 p.m. on 25 August 2023. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed. If any intermediary has any questions about how to participate in the Retail Offer on behalf of retail shareholders, please contact BookBuild at firstname.lastname@example.org.
To be eligible to participate in the Retail Offer, applicants must be a customer of one of the participating intermediaries listed on the above website, resident in the United Kingdom and aged 18 years or over.
The Company and the Retail Offer Coordinator reserve the right to scale back any order at their absolute discretion. The Company and the Retail Offer Coordinator reserve the right at their absolute discretion to reject any application for subscription under the Retail Offer without giving any reason for such rejection. It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.
The Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail Offer that the aggregate total consideration payable for the Retail Offer Shares will not exceed £400,000. Accordingly, the exemption from the requirement to publish a prospectus, set out in section 86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will apply to the Retail Offer.
There is a minimum subscription of £50 per investor under the terms of the Retail Offer which is open to in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/WJQKJ1/authorised-intermediaries.
There is no maximum application amount to apply in the Retail Offer except that the aggregate total consideration for the Retail Offer shall not exceed £400,000. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
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 Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.
For further information, please visit www.tribetechgroup.com or contact:
Tribe Technology PLC via Tavistock
Charlie King, Chief Executive Officer Eric Hampel, Chief Financial Officer
Allenby Capital (Nominated Adviser and Broker) +44 20 3328 5656 Corporate Finance:
John Depasquale Nick Athanas Vivek Bhardwaj Lauren Wright
Sales & Corporate Broking:
Tony Quirke Amrit Nahal
Tavistock (Public Relations) +44 20 7920 3150
Gareth Tredway Rebecca Hislaire Tara Vivian-Neal
This is a financial promotion and is not intended to be investment advice. The content of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Allenby Capital Limited, which is authorised and regulated by the Financial Conduct Authority, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the “United States” or “US“)), Australia, Canada, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
The Retail Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act“) or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States or to or for the account or beneﬁt of any US person (within the meaning of Regulation S under the US Securities Act) (a “US Person“). No public oﬀering of the Retail Offer Shares is being made in the United States. The Retail Offer Shares are being oﬀered and sold outside the United States in “oﬀshore transactions“, as deﬁned in, and in compliance with, Regulation S under the US Securities Act. In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Retail Offer Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Allenby Capital Limited (“Allenby Capital“), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements referred to in this announcement.
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
Certain statements in this announcement are forward-looking statements which are based on the Company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as “aim”, “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company’s businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward- looking statements.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Allenby Capital expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport to be full or complete. None of Allenby Capital or any of its directors, employees or other affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its group or associated companies, or its or their business, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Allenby Capital and its directors, employees and other affiliates, accordingly, disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith. However, nothing shall limit the liability of Allenby Capital or any other person for their own fraud.
Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.
Neither the content of the Company’s website (or any other website) nor the content of any website accessible from hyperlinks on the Company’s website (or any other website) is incorporated into or forms part of this announcement. The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than (upon Retail Admission) the AIM market operated by the London Stock Exchange.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the “UK Target Market Assessment”).
Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.
For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and determining appropriate distribution channels.
EU Product Governance Requirements
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II“); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements“), and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “EU Target Market Assessment“).
Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.
For the avoidance of doubt, the UK Target Market Assessment and the EU Target Market Assessment do not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and determining appropriate distribution channels.