TIDMTRT
RNS Number : 4432R
Transense Technologies PLC
29 June 2015
Transense Technologies plc
("Transense" or the "Company")
Placing and Offer for Subscription
Proposed Director Appointment
Change of Advisor
and
Notice of General Meeting
Transense Technologies plc (AIM: TRT), the provider of sensor
systems for the transportation and industrial markets, is pleased
to announce a Placing and Offer for Subscription, the proposed
appointment of Nigel Rogers as Non-Executive Deputy Chairman and
the appointment of finnCap Ltd as the Company's Nominated Adviser
and Broker with immediate effect.
Highlights
-- Proposed Placing to raise approximately GBP2 million with new
institutional and other investors
-- An Offer for Subscription to Eligible Shareholders to raise up to a further GBP1 million
-- Nigel Rogers to join as Non-Executive Deputy Chairman following Placing Admission
-- finnCap Ltd appointed as Nominated Adviser and Broker
Placing and Offer for Subscription
The Company has conditionally placed 135,063,334 Ordinary Shares
at the Issue Price of 1.5p per Ordinary Share with institutional
and other investors, for gross proceeds of approximately GBP2
million. finnCap acted as broker to the Placing.
Furthermore, in order to provide Shareholders with an
opportunity to participate in the proposed issue of New Ordinary
Shares, the Company is providing all Eligible Shareholders with the
opportunity to subscribe, at the Issue Price of 1.5p, for up to in
total 66,666,666 New Ordinary Shares by way of the Offer, to raise
up to approximately GBP1 million before expenses. The Offer
provides Eligible Shareholders with an opportunity to participate
in the proposed issue of New Ordinary Shares whilst providing the
Company with additional capital to invest in the business of the
Group.
The Placing Shares have been placed subject to, inter alia,
shareholder approval at the General Meeting and subject to
admission to trading on AIM. Application will be made to AIM for
the admission of the Placing Shares. It is expected that Admission
to trading on AIM of the Placing Shares will commence at 8 a.m. on
28 July 2015.
A circular (the "Circular") and notice of general meeting will
be posted, on 30 June 2015 to Shareholders. Personalised
Application Forms for use in connection with the Offer will be
posted to all Shareholders. Extracts from the Circular are set out
below, to provide the details of the Fundraising, to explain the
background to and the reasons for the Fundraising and why the
Directors recommend that Shareholders vote in favour of all of the
Resolutions to be proposed at the General Meeting. Details of the
Expected Timetable of Principal Event and the Key Statistics of the
Fundraising are also set out below.
The Circular will be published on 30 June 2015 and copies of the
Circular will be made available free of charge from the Company's
website (www.transense.co.uk) shortly thereafter.
General Meeting
For the purpose of effecting, inter alia, the Placing and the
Offer, the Resolutions will be proposed at the General Meeting to
be held at The Euston Office, Oneustonsq, 40 Melton Street, London
NW1 2FD at 12.00 p.m. on 27 July 2015.
Commenting on the Placing and Offer, Graham Storey, Chief
Executive Officer of the Group, said:
"We are delighted by the support received from both existing and
new investors. The funds raised will enable Translogik to enter
into further contracts on a rental basis, expand our sales channels
and provide general working capital. The proposed Board appointment
of Nigel Rogers further strengthens the management team, bringing a
wealth of growth company experience. We look forward to the future
with confidence."
For further information, please contact:
Transense Technologies plc Tel: +44 1869 238 380
Graham Storey, Chief Executive
finnCap Tel: +44 20 7220 0500
Ed Frisby, Giles Rolls (corporate finance)
Tony Quirke, Alice Lane (corporate broking)
IFC Advisory Tel: +44 20 3053 8671
Tim Metcalfe, Graham Herring
About Transense Technologies
Based in Oxfordshire, UK, Transense has developed
patent-protected sensor systems for use in diverse high growth
markets. Developed in conjunction with partners including McLaren
Electronic Systems and General Motors, Transense's Surface Acoustic
Wave (SAW), wireless, battery-less, sensor systems offer
significant advantages over legacy wireless sensor systems. Via
three wholly owned divisions, Translogik, SAWSense and IntelliSAW,
Transense is targeting the automotive and mining industries,
torque, temperature and pressure sensing markets and the high
growth global electrical Smart Grid applications markets
respectively.
Transense's sensors are also being used in the wind turbine
monitoring industry. The Company is part of a consortium of nine
companies ("IntelWind") that has begun development on a major EU
funded project to improve the efficiency and reliability of wind
turbines.
Transense's shares are admitted to trading on AIM, a market
operated by the London Stock Exchange (AIM: "TRT").
www.transense.co.uk
Important notice:
This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any New Ordinary Shares, 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 any
inducement to enter into, any contract or commitment whatsoever
with respect to the proposed Placing and the Offer or otherwise.
This announcement is not a prospectus and investors should not
subscribe for or purchase any New Ordinary Shares referred to in
this announcement. Any offer to acquire New Ordinary Shares
referred to in this announcement will be made, and any investor
should make his investment, solely on the basis of information in
the Circular. When made generally available, copies of the Circular
may be obtained at no cost through the Company's corporate website
(www.transense.co.uk).
The distribution of this announcement and/or the transfer of the
New Ordinary Shares in or into jurisdictions other than the United
Kingdom may be restricted by law and therefore persons into whose
possession this announcement comes should inform themselves about
and observe such restrictions. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. In particular, this announcement should not
be distributed, forwarded to, or transmitted in or into the United
States, Australia, Canada, Japan, the Republic of South Africa or
New Zealand.
The New Ordinary Shares referred to in this announcement will
not be offered in or into any jurisdiction unless such an offer can
be made without contravention of any unfulfilled registration or
other legal or regulatory requirements. The New Ordinary Shares
have not been and will not be registered under the Securities Act
or with any securities regulatory authority of any state or other
jurisdiction in the United States and may not be offered or sold in
the United States absent registration or an exemption from
registration. The New Ordinary Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission or other regulatory authority, nor have the
foregoing authorities passed upon or endorsed the merits of the
Placing and the Offer or the accuracy or adequacy of the
information contained in this announcement or any other document.
Any representation to the contrary is unlawful and is a criminal
offence in the United States.
finnCap, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for the
Company and no one else in connection with the Placing and the
Offer and will not regard any other person (whether or not a
recipient of the Circular) as its client in relation to the Placing
and the Offer and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for providing advice in connection with the Placing and the Offer
or any other matter referred to herein.
Cautionary note regarding forward looking statements:
This announcement includes certain "forward-looking statements"
with respect to the business, strategy and plans of the Company and
its current goals and expectations relating to its future financial
condition and performance. Statements that are not historical
facts, including statements about the Company's or the Directors'
and/or management's beliefs and expectations are forward looking
statements. Words such as "believes", "anticipates", "estimates",
"expects", "intends", "aims", "potential", "will", "would",
"could", "considered", "likely", "estimate" and variations of these
words and similar future or conditional expressions are intended to
identify forward-looking statements but are not the exclusive means
of identifying such statements. By their nature, forward looking
statements involve risk and uncertainty because they relate to
events and depend upon circumstances that will occur in the future.
A number of important factors could cause actual results or
outcomes to differ materially from those expressed in any
forward-looking statements. These factors include, but are not
limited to, those discussed in the Circular. Neither the Company
nor any member of its group undertake any obligation publicly to
update or revise any of the forward-looking statements, whether as
a result of new information, future events or otherwise, save in
respect of any requirement under applicable laws, the Prospectus
Rules, the Disclosure and Transparency Rules and other applicable
regulations.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for participation in the Offer 6.00 p.m. on 26
June
Announcement of the Placing and the Offer 29 June
Date of publication of the Circular and Application Form; and
Offer opens 30 June
Last date and time for receipt of Forms of Proxy 12.00 p.m. on
23 July
Last date and time for receipt of Application Forms 12.00 p.m.
on 24 July
General Meeting 12.00 p.m. on 27 July
Admission and commencement of dealings in Placing Shares on AIM
8.00 a.m. on 28 July
CREST accounts credited with Placing Shares in uncertificated
form 8.00 a.m. on 28 July
Admission and commencement of dealings in Offer Shares on AIM
8.00 a.m. on 7 August
CREST accounts credited with Offer Shares in uncertificated form
8.00 a.m. on 7 August
Definitive share certificates in respect of Placing Shares in
certificated No later than 10 August
form despatched
Definitive share certificates in respect of Offer Shares in
certificated form No later than 10 August
despatched
If any of the details contained in the timetable above should
change, the revised times and dates will be notified to
Shareholders by means of a Regulatory Information Service
announcement. All events listed in the above timetable following
the General Meeting are conditional on the passing of Resolutions
1, 2, 4 and 5 at the General Meeting.
References to time are to British Summer Time.
All enquiries in connection with the procedure for application
and completion of the Application Form should be made to the
Registrar on the shareholder helpline on 0121 585 1131 or if you
are calling from outside the UK on +44 121 585 1131. Calls are
charged at Shareholders' network providers' standard rates. Lines
are open from 9 a.m. to 5 p.m. (British Summer Time) Monday to
Friday (excluding Bank Holidays). Calls to the helpline from
outside the UK will be charged at the applicable international
rate. Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for security and
training purposes. Please note the Registrar cannot provide
financial, legal or tax advice on the merits of the Offer. Calls
may be recorded and monitored for security and training
purposes.
KEY STATISTICS
Issue Price 1.5 pence
Number of existing Ordinary Shares
in issue at the date of this document 295,671,094
Aggregate number of Placing Shares 135,063,334
Maximum number of Offer Shares
available 66,666,666
Number of Placing Shares as a 31 per cent.
percentage of the share capital
in issue immediately following
Placing Admission
Maximum percentage of the Enlarged 41 per cent.
Ordinary Share Capital represented
by the Placing Shares and the
Offer Shares
Gross proceeds of the Placing GBP2.0 million
Estimated net proceeds of the GBP1.8 million
Placing
Estimated gross proceeds of the GBP3.0 million
Placing and the Offer
Estimated net proceeds of the GBP2.8 million
Placing and the Offer
Notes:
1 The above assumes that the Offer is subscribed for in full and
that there is no further issue of Ordinary Shares other than as set
out above.
2 Estimated proceeds stated after deducting commissions and
expenses related to the Fundraising.
1. Introduction
The Company today announced a conditional placing with certain
existing Shareholders and new institutional and other investors, to
raise approximately GBP2 million before expenses through the issue
of 135,063,334 New Ordinary Shares at the Issue Price.
In addition, the Company also announced today a proposed offer
for subscription, in order to provide Eligible Shareholders with an
opportunity to participate in the proposed issue of New Ordinary
Shares. The Company is providing all Eligible Shareholders with the
opportunity to subscribe, at the Issue Price, for up to a total of
66,666,666 New Ordinary Shares by way of the Offer, to raise up to
GBP1 million before expenses. The Offer provides Eligible
Shareholders with an opportunity to participate in the proposed
issue of New Ordinary Shares whilst providing the Company with
additional capital to invest in the business of the Group.
The Issue Price is at a discount of 29.4 per cent. to the
closing middle market price of 2.125 pence per existing Ordinary
Share on 26 June 2015 (being the last practicable date before
publication of the Circular).
The Placing and the Offer are each conditional, inter alia, on
the passing of certain of the Resolutions by Shareholders at the
General Meeting. If the Resolutions necessary to effect the Placing
are passed, the Admission of the Placing Shares to trading on AIM
is expected to occur at 8.00 a.m. on 28 July 2015. If the
Resolutions necessary to effect the Offer are passed, the Admission
of the Offer Shares to trading on AIM is expected to occur at 8.00
a.m. on 7 August 2015. The Placing and the Offer are not
inter-conditional.
Neither the Placing nor the Offer has been underwritten.
The purpose of the Circular is to provide you with details of
the Fundraising, to explain the background to and the reasons for
the Fundraising and why the Directors recommend that Shareholders
vote in favour of all of the Resolutions to be proposed at the
General Meeting.
2. Background to and reasons for the Placing and Offer
The Directors believe that it is prudent for the Company to seek
further capital at this time to strengthen the Company's balance
sheet and working capital position. In particular, the shift within
the Company's Translogik business to include a new rental sales
model, whilst expected by the Directors to increase the longer term
revenues of the Company, has increased the requirement for working
capital. This coupled with the on-going developmental and early
stage commercialisation projects being undertaken, particularly
within the Company's SAWSense business, means that, in the
Directors' view, the Company should seek to raise further capital
in order to take advantage of opportunities available to the
Company and maximise future shareholder value.
The Directors believe the Fundraising to be the most appropriate
way to provide the capital necessary to meet the Company's current
requirements.
2.1 Translogik
iTrack
Early sales traction for iTrack, Translogik's real time tyre
temperature and pressure monitoring system, was slow, due in large
part to the dramatic reduction in capital expenditure by the mining
industry, which made it challenging to continue the initial success
seen by Translogik in the summer of 2013 with the sales to Otraco
and Anglo American. However, the Directors have sought to mitigate
this downturn in one of Translogik's key markets by offering the
iTrack system via a rental model. This enables customers to
purchase through operating expenditure budgets as opposed to making
a capital expenditure. This allows mining companies to benefit from
the safety improvements, productivity gains and overhead savings
provided by using the system without incurring significant capital
cost, while providing Translogik with a recurring revenue
stream.
The Company has recently announced its first two contract wins
using this rental pricing model. On 9 April 2015 it was announced
that Translogik had won a contract to supply its iTrack mining tyre
monitoring systems to the 46 large haul trucks operating at the
Spence copper mine in Chile, owned by BHP Billiton. This followed
the announcement on 9 March 2015 that Translogik had won a contract
through its Australian distributor, Brownfield Engineering and
Maintenance PTY LTD, to supply 23 iTrack mining tyre monitoring
systems for large haul trucks to the Ravensworth mine, owned by
Glencore Mining.
The consequence of what is a new business model for one of the
Company's key products is that the previously anticipated one-off
orders with large upfront payments are now expected to be replaced
with ongoing recurring monthly revenue. While the Directors expect
this to provide increased income in the future, it means that the
Company currently requires additional working capital to enable it
to facilitate future orders.
Probes
As well as targeting the mining and commercial vehicle tyre
markets with its iTrack product, Translogik is now directly
addressing the much larger passenger car tyre market through a
variety of new automated inspection systems that use the Translogik
wireless tyre inspection probe as their key component.
Translogik's wireless tyre inspection probes are being used by
Squarerigger Inc. as part of its Opti-Tread system. Squarerigger's
Opti-Tread system is being marketed in the USA by Snap-on Equipment
Inc. through its John Bean brand. An initial order of 220 systems,
including 220 Translogik wireless tyre inspection probes, was
supplied to Snap-on Equipment Inc. to serve as product
demonstrators and initial inventory for its North American sales
network. Early feedback is that the system has been well received
and follow-on orders are expected.
On 12 March 2015, the Company announced that Translogik had
signed an exclusive agreement to supply its wireless tyre
inspection probe to Rema Tip Top Holdings UK Limited for use in
Rema's new passenger car tyre inspection system, 'Tip Top
Tread'.
Most recently, on 1 May 2015, the Company announced that
Translogik's wireless tyre inspection probe has been integrated
into the new 'Connected Workshop' system from Bosch Automotive
Service Solutions (Bosch). Bosch's cloud-based, tablet driven
system, has two components, 'Entrance Check' and 'Connected
Repair', which are linked to allow vehicle information and test
results to be shared across workshop equipment, workshop users and
the customer. The Translogik probe can be used at the 'Entrance
Check' level, a 5-minute vehicle health check which includes tread
depth and tyre pressure measurements. Bosch's system supports
Original Equipment Manufacturers (OEM) and aftermarket customers
globally.
Although sales traction for the probes in the passenger car tyre
market has been slower than initially anticipated, the Directors
are encouraged by the current short and medium term sales
opportunities.
2.2 SAWSense
SAWSense is the Company's trading division focused on
commercialising the Company's surface acoustic wave (SAW) sensing
technology.
Work continues on a diverse range of applications for the
Company's SAW technology for measuring torque (electric power
assisted steering and driveline), temperature and pressure with
companies in the automotive and other sectors. This entails
different periods of paid engineering support and application
development work and the Board is hopeful that in a number of cases
this will lead in the medium term to industrialisation with the
consequential grant of intellectual property licences by the
Company, subject to the satisfactory conclusion of commercial
discussions in each case.
The Company's partnership with one of the largest European
industrial electronic system manufacturers on a SAW application as
part of a condition monitoring system continues to progress. The
project has been underway for over two years developing prototypes
with SAWSense providing paid engineering support. The customer has
started the industrialisation process with production expected to
follow in the first half of 2016. The customer has a global
interest in SAW technology for multiple applications.
In addition, SAWSense progress continues on a major torque
related project with General Electric Co. (GE), one of the world's
largest industrial companies. GE has the in-house capability to
develop, build and deploy SAWSense torque sensing solutions in
multiple applications across a host of industrial sectors with a
mixture of both medium and longer-term timescales for development
and implementation. As GE is both the developer of the
applications, as well as the end-user, this represents an excellent
opportunity for the Company.
The existing automotive flexplate projects continue to progress,
and there has recently been early stage interest from a new
Japanese automotive customer in driveline torque sensor
technology.
The Company has additionally received initial EU funding
(Horizon 2020) to assess the feasibility of torque sensors for
tidal power generation.
2.3 IntelliSAW
IntelliSAW, which provides continuous, wireless, passive
critical asset monitoring systems for the electrical transmission
and distribution industries, continues to work with numerous
companies (now approaching 100), with both pilots and live
deployments. More than 3,000 IntelliSAW systems and 19,000 sensors
are now installed across 17 countries. Recent successes have come
in the form of initial orders from two of the largest US utility
companies, for IntelliSAW's Critical Asset Monitoring (CAM) system,
that have the potential to scale into significant further sales
opportunities.
The CAM solutions provided include an early warning partial
discharge (PD) detection system, providing the ability to detect
and report events that are indicative of both surface and internal
PD. Employed in conjunction with IntelliSAW's existing temperature
and humidity sensing systems, the end user is afforded a
comprehensive CAM solution that delivers continuous reporting of
the asset's key performance indicators.
Other significant pilots continue and are anticipated at sites
in Asia, South America and the Middle East, with some of the
world's largest industrial conglomerates.
The IntelliSAW system continues to develop to meet the
increasing demands of the market with humidity monitoring and
continuous PD detection now offered alongside thermal monitoring.
The Board believes that the ability to offer continuous, wireless
and passive PD detection in a relatively low-cost and non-invasive
manner represents a significant breakthrough approach in the
market.
As announced on 9 March 2015, whilst progress at IntelliSAW has
been encouraging and the Directors believe the business has good
technology and a significant market opportunity, the Directors have
been reviewing their strategic options regarding IntelliSAW. The
Company has employed US-based advisers to seek a buyer for the
business and discussions are on-going with interested parties.
Whilst discussions with potential purchasers to date have been
encouraging, there is no guarantee that a sale will be agreed.
Should a sale not be agreed in a timely manner, the Directors will
review their remaining strategic options in relation to
IntelliSAW.
2.4 Conclusion
Given the increased working capital requirements of the
Company's Translogik business and to enable the Company to properly
exploit the commercial opportunities it is seeing across all of its
businesses, the Directors have decided to raise GBP2 million,
before expenses, through a Placing of New Ordinary Shares with
existing Shareholders and new institutional and other investors and
up to GBP1 million, before expenses, through the Offer to all
Eligible Shareholders. The use of proceeds from the Placing and the
Offer are set out in paragraph 7 below.
As at 31 May 2015, the Company held cash and cash equivalents of
approximately GBP688,000 (unaudited).
3. New Director
The Company is delighted to announce that Nigel Rogers has
agreed to join the Board with effect from Placing Admission.
Mr Rogers qualified as a Chartered Accountant in 1983 spending
eight years with PwC before moving into industry. He managed the
flotation of Stadium Group Plc as Group FD, before progressing to
Group CEO in 2001. Under his leadership, Stadium divested several
non-core businesses, focusing on the successful development of its
electronic design and manufacturing capabilities in the UK and
China to a worldwide customer base. He joined 600 Group Plc as
Group CEO in 2012 and led the turnaround of the AIM-listed global
machine tool business (Colchester-Harrison), increasing strategic
focus on growth of its technology-based laser marking business
(Electrox) until April 2015.
In addition, Mr Rogers has agreed to subscribe in the Placing
for GBP30,000 worth of Placing Shares.
4. Details of the Placing
4.1 Placing
The Company has conditionally raised approximately GBP2 million
before expenses through the Placing. Application will be made to
the London Stock Exchange for the Placing Shares to be admitted to
trading on AIM and it is expected that Placing Admission will
become effective and that dealings in the Placing Shares will
commence on AIM at 8.00 a.m. on 28 July 2015.
4.2 Placing Agreement
Pursuant to the terms of the Placing Agreement, finnCap, as
nominated adviser and broker to the Company, has conditionally
agreed to use reasonable endeavours to procure Placees for the
Placing Shares at the Issue Price. The Placing is conditional,
amongst other things, upon the Placing Resolutions being duly
passed at the General Meeting and Placing Admission becoming
effective on or before 8.00 a.m. on 28 July 2015. The Placing
Agreement contains provisions entitling finnCap to terminate the
Placing Agreement at any time prior to Placing Admission in certain
circumstances. The Placing has not been underwritten and is not
subject to claw back pursuant to the Offer. The Placing and the
Offer are not inter-conditional.
Pursuant to the terms of the Placing Agreement, the Company has
agreed to pay finnCap a corporate finance fee of GBP35,000 and also
commission on the aggregate value of the Placing Shares sold at the
Issue Price and to issue 4,307,344 warrants to subscribe for
Ordinary Shares.
4.3 General
All Placing Shares will be issued credited as fully paid and
will rank pari passu in all respects with the Ordinary Shares in
issue from time to time, including the right to receive all
dividends and other distributions declared on or after the date on
which they are issued.
5. Details of the Offer
The Company considers it important that, where reasonably
practicable, Shareholders have an opportunity to participate in
this Fundraising at an equivalent price to that transacted with
Placees. Accordingly, on and subject to the terms and conditions of
the Offer, the Company invites Eligible Shareholders to apply for,
in aggregate, up to 66,666,666 Offer Shares at the Issue Price with
a view to raising up to GBP1 million before expenses through the
Offer.
The Company believes that offering all Eligible Shareholders the
ability to apply for as many Ordinary Shares as they wish in the
Offer (subject to the maximum amount of the Offer and to a minimum
application per shareholder of GBP750 / 50,000 Offer Shares) allows
Shareholders who wish to seek to mitigate dilution of their
shareholding to achieve this insofar as is practicable in the
circumstances. In the event of applications for in excess of the
maximum number of Offer Shares available, the Company will (in
consultation with finnCap) decide on the basis for allocation,
however if this scenario occurs, preference is likely to be given
to Eligible Shareholders with smaller shareholdings (who
historically may have had less opportunity to participate in
placings conducted by the Company).
The principal terms of the Offer and the procedure for exercise
and payment are summarised below. However, the Circular should be
read in full.
If an Eligible Shareholder does not wish to apply for Offer
Shares they should not complete or return the Application Form.
5.1 Principal terms and conditions of the Offer
Eligible Shareholders may apply for, on and subject to the terms
and conditions set out in Part III of the Circularand in the
accompanying Application Form, any whole number of Offer Shares at
the Issue Price subject to the minimum subscription set out
below.
Applications must be for a minimum of GBP750 (i.e. 50,000 Offer
Shares) and thereafter in multiples of 5,000 Offer Shares.
Applicants may apply for any number of Offer Shares provided that
an applicant's shareholding following such issue, when taken alone
or together with the shareholding of those of persons acting in
concert (as defined in the City Code) with that applicant, must not
exceed 29.99 per cent. of the Enlarged Ordinary Share Capital.
In the event that the Offer is oversubscribed, the applications
will be scaled back at the discretion of the Company (in
consultation with finnCap) with preference likely to be given to
Eligible Shareholders with smaller shareholdings (who historically
may have had less opportunity to participate in other placings
conducted by the Company).
The Offer is subject to Resolutions 2 and 5 being passed at the
General Meeting.
The Offer Shares will, when issued and fully paid, rank pari
passu in all respects with the Ordinary Shares in issue at the date
of Offer Admission, including the right to receive all dividends
and other distributions declared, made or paid after the date of
their issue.
The allotment and issue of the Offer Shares will be made upon
and be subject to the terms and conditions set out in Part III of
the Circular and in the Application Form. Eligible Shareholders
will only be entitled to participate in the Offer in accordance
with the procedure set out in Part III of the Circular and in the
Application Form.
Application will be made to the London Stock Exchange for the
Offer Shares to be admitted to trading on AIM. It is expected that
Offer Admission will become effective and that dealings in the
Offer Shares will commence on AIM at 8.00 a.m. on 7 August
2015.
5.2 Procedure for Application and Payment
Eligible Shareholders wishing to apply for Offer Shares in
accordance with the terms of the Offer should complete the enclosed
Application Form in accordance with the instructions on it and post
it or (during normal business hours only) deliver it by hand,
together with a cheque or bankers' draft (see below), for the
number of Offer Shares applied for, to Neville Registrars Limited,
Neville House, 18 Laurel Lane, Halesowen B63 3DA so as to arrive as
soon as possible and in any event so as to be received not later
than 12.00 p.m. on 24 July 2015.
A reply-paid envelope (for use in the UK only) is enclosed with
the Circular for the return of duly completed Application Forms and
cheques or bankers' drafts. If you post your Application Form, you
are recommended to use the accompanying reply-paid envelope or
first class post and to allow at least four working days for
delivery.
Cheques or bankers' drafts should be made payable to "Neville
Registrars Limited re: Transense Technologies PLC" and crossed "A/C
payee only". Cheques should be drawn on the personal account to
which the Eligible Shareholder has sole or joint title to the
funds. Third party cheques will not be accepted with the exception
of bankers' drafts/building society cheques where the bank/building
society has confirmed the name of account holder on the back of the
draft/cheque and has added their stamp. The account name must be
the same as that of the Eligible Shareholder.
For further information on the procedure for the application and
payment of Offer Shares, Shareholders are advised to read Part III
of the Circular.
5.3 Overseas Shareholders
The attention of Eligible Shareholders who have registered
addresses outside the United Kingdom, or who are citizens or
residents of countries other than the United Kingdom, or who are
holding Existing Ordinary Shares for the benefit of such persons,
(including, without limitation, custodians, nominees, trustees and
agents) or who have a contractual or other legal obligation to
forward the Circular or the Application Form to such persons, is
drawn to the information which appears in paragraph 3 of Part III
of the Circular.
In particular, Eligible Shareholders who have registered
addresses in or who are resident in, or who are citizens of,
countries other than the UK (including without limitation the
United States of America), should consult their professional
advisers as to whether they require any governmental or other
consents or need to observe any other formalities to enable them to
take up their entitlements under the Offer.
5.4 Taxation
If you are in any doubt about your tax position in respect of
the Offer, you should consult your own independent professional
adviser.
6. Additional Authority to Allot New Ordinary Shares
Notwithstanding the benefits of the Placing and Offer in terms
of providing growth and working capital to the Company, the Board
is seeking additional general authority to enable it to issue
further New Ordinary Shares, up to the limits described in
paragraph 10 below (Resolutions 3 and 6), in order to afford the
Company greater flexibility in funding and supporting its expected
growth.
7. Use of Proceeds
The Company is seeking to raise up to approximately GBP3 million
through the Fundraising. The Company considers the principal areas
of focus, in relation to which it proposes to utilise the proceeds
of the Fundraising, to be the provision of working capital to
enable Translogik to enter into further contracts on a rental
basis, the expansion of sales channels, general working capital
purposes and the reorganisation cost regarding the possible
disposal of IntelliSAW.
The table below sets out the anticipated use of funds from the
GBP2.0 million raised in the Placing:
GBP000's
Working capital 976
Working capital for Translogik
rental models 400
Expanding sales channels 300
Reorganisation cost re
possible disposal of IntelliSAW 350
Total 2,026
It is expected that the Offer (on the assumption that it meets
its full potential subscription) will raise a further GBP1 million.
The net proceeds of the Offer are expected to be applied pro rata
to the uses set out in the table above and to provide the Company
with an additional working capital buffer to be applied at the
discretion of the Board.
8. Shareholder Approval
For the Offer and the Placing to proceed, Shareholder approval
is required to:
(a) give the Directors the authority to allot the Placing Shares
and to dis-apply statutory pre-emption rights in respect thereof;
and
(b) give the Directors the authority to allot the Offer Shares
and to dis-apply statutory pre-emption rights in respect
thereof.
Shareholder approval is required to give the Directors the
additional general authority referred to in paragraph 6 above.
In order to obtain the necessary Shareholder approvals, a
General Meeting of the Company is to be held at which the
Resolutions will be proposed. Further information regarding the
General Meeting is set out in paragraph 10 below.
The Offer is NOT conditional upon the Placing being approved by
Shareholders at the General Meeting. Should the Placing not
proceed, the Company not obtain additional funding via the Offer,
the Directors strongly believe that the Company will face
considerable uncertainty as to its future and, in all probability,
it will have insufficient funding in place to enable it to continue
to operate its business. Clearly, the occurrence of such a scenario
would seriously inhibit the delivery of shareholder value.
9. EIS/VCT Schemes
The Company has applied for and received confirmation of advance
assurance from HMRC that the Placing Shares placed with VCT Schemes
are expected to constitute a qualifying holding for such VCT
Schemes. HMRC has also confirmed that the Placing Shares should
satisfy the requirements for tax relief under EIS. The Company
received confirmation, capped in total at GBP2.1 million, of
advance assurance of qualifying status under VCT Schemes and EIS on
30 April 2015.
10. General Meeting
A notice convening the General Meeting to be held at The Euston
Office, Oneustonsq, 40 Melton Street, London NW1 2FD at 12.00 p.m.
on 27 July 2015 is set out at the end of the Circular. At the
General Meeting, the following Resolutions will be proposed:
Ordinary resolutions:
(1) an ordinary resolution to authorise the Directors to allot
up to 135,063,334 Placing Shares in connection with the
Placing;
(2) an ordinary resolution to authorise the Directors to allot
up to 66,666,666 Offer Shares in connection with the Offer;
(3) an ordinary resolution to generally authorise the Directors
to allot relevant securities (as defined in section 551 of the Act)
otherwise than pursuant to the Fundraising up to an aggregate
nominal value of GBP1,658,003.65 (165,800,365 New Ordinary Shares),
being an amount equal to one third of the Enlarged Ordinary Share
Capital (assuming the maximum number of Placing Shares and Offer
Shares are issued). The authority sought by this Resolution 3 will
last for a period of 15 months from the date of passing of the
Resolution or, if earlier, until the date of the next annual
general meeting of the Company;
Special resolutions:
(4) a special resolution to empower the Directors to issue the
Placing Shares for cash on a non-pre-emptive basis;
(5) a special resolution to empower the Directors to issue the Offer Shares for cash on a non-pre-emptive basis and otherwise in accordance with the terms of the Offer, as set out in the Circular;
(6) a special resolution to empower the Directors to issue new
equity securities of up to an aggregate nominal amount of
GBP497,401.09 (49,740,109 New Ordinary Shares) for cash on a
non-pre-emptive basis, being an amount equal to 10 per cent. of the
Enlarged Ordinary Share Capital (assuming the maximum number of
Placing Shares and Offer Shares are issued). The authority sought
by this Resolution 6 will last for a period of 15 months from the
date of passing of the Resolution or, if earlier, until the date of
the next annual general meeting of the Company.
11. Further Information
Your attention is drawn to the Risk Factors relating to the
Group set out in Part II of the Circular and the terms and
conditions of the Offer set out in Part III of the Circular.
12. Action to be taken by Shareholders
In respect of the General Meeting
A reply-paid Form of Proxy is enclosed for use at the General
Meeting. Whether or not you intend to be present at the meeting you
are requested to complete, sign and return this Form of Proxy to
the Company's registrars, Neville Registrars Limited, Neville
House, 18 Laurel Lane, Halesowen B63 3DA as soon as possible but in
any event so as to arrive not later than 12.00 p.m. on 23 July
2015. The completion and return of this Form of Proxy will not
preclude you from attending the General Meeting and voting in
person should you subsequently wish to do so.
In respect of the Offer
Eligible Shareholders wishing to participate in the Offer should
carefully read the Application Form, the accompanying instructions
and Part III of the Circular and send the Application Form along
with the appropriate remittance to Neville Registrars Limited,
Neville House, 18 Laurel Lane, Halesowen B63 3DA so as to arrive as
soon as possible and in any event so as to be received no later
than 12.00 p.m. on 24 July 2015.
13. Recommendation
The Directors consider that the Fundraising will promote the
success of the Company for the benefit of its members as a whole.
Accordingly, the Directors unanimously recommend and strongly urge
Shareholders to vote in favour of the Resolutions at the General
Meeting as they intend to do in respect of their own beneficial
holdings of 5,639,351 Ordinary Shares representing 1.91 per cent.
of the existing Ordinary Shares in issue as at the last practicable
date before publication of the Circular.
Yours faithfully
David Ford
Chairman
DEFINITIONS
"Act" Companies Act 2006
"Admission" Placing Admission and/or Offer
Admission (as the context so
requires)
"AIM" a market operated by London
Stock Exchange plc
"AIM Rules" AIM Rules for Companies published
by the London Stock Exchange
(as amended or reissued from
time to time)
"Application the personalised application
Form" form for use in the Offer and
enclosed with the Circular for
use by Eligible Shareholders
"Board" or "Directors" the board of directors of the
Company, as at the date of the
Circular, whose names are set
out in the Circular
"Business Day" any day (excluding Saturdays
and Sundays) on which banks
are open in London for normal
banking business
"City Code" City Code on Takeover and Mergers
"Closing Date" 24 July 2015
"Company" or Transense Technologies plc
"Transense"
"CREST' the relevant system (as defined
in the Uncertified Securities
Regulations 2001 (S.I. 2001/3755))
for the paperless settlement
of trades and the holding of
uncertificated securities, operated
by Euroclear UK & Ireland Limited,
in accordance with the same
regulations
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (S.I. 2001/3755),
as amended from time to time
"EIS" Enterprise Investment Scheme
under the provisions of Part
5 of the Income Tax Act 2007
"Eligible Shareholders" Shareholders on the register
of members of the Company on
the Record Date with addresses
for service in the United Kingdom
"Enlarged Ordinary the Ordinary Share capital of
Share Capital" the Company in issue immediately
following Offer Admission
"Excluded Territories" any jurisdiction except the
United Kingdom
"Existing Options" Options granted prior to the
Record Date including Options
granted under the Unapproved
Discretionary Share Option Scheme
and the Enterprise Management
Share Option Scheme
"Existing Ordinary Ordinary Shares in issue at
Shares" the Record Date
"finnCap" finnCap Limited, nominated adviser
and broker to the Company, and
any of its affiliates
"Form of Proxy" the form of proxy for use by
Shareholders at the General
Meeting
"FSMA" the Financial Services and Markets
Act 2000 (as amended)
"Fundraising" together, the Placing and the
Offer
"General Meeting" the general meeting of the Company,
convened for 12.00 p.m. on 27
July 2015, and any adjournment
thereof, notice of which is
set out in the Notice, which
will consider the Resolutions
"Group" Transense and its subsidiaries
"HMRC" Her Majesty's Revenue & Customs
"IntelliSAW" a trading division of Transense
"Issue Price" 1.5 pence per New Ordinary Share
"London Stock London Stock Exchange plc
Exchange"
"New Ordinary new Ordinary Shares issued pursuant
Shares" to the Placing, the Offer or
otherwise
"Notice" the notice of General Meeting
set out at the end of the Circular
"Offer" the offer for subscription of
up to 66,666,666 Offer Shares
on the terms set out in the
Circular
"Offer Admission" the admission of the Offer Shares
to trading on AIM having become
effective in accordance with
the AIM Rules
"Offer Shares" up to 135,063,334 New Ordinary
Shares to be issued pursuant
to the Offer
"Official List" the list of all securities that
have been approved by the UKLA
for trading on a UK regulated
market
"Options" options to subscribe for Ordinary
Shares granted by the Company
"Ordinary Shares" ordinary shares in the capital
of the Company having a nominal
value of 1 pence each
"Placee" a subscriber for Placing Shares
under the Placing
"Placing" the placing of the Placing Shares
with certain institutional and
other investors at the Issue
Price
"Placing Admission" the admission of the Placing
Shares to trading on AIM having
become effective in accordance
with the AIM Rules
"Placing Agreement" the conditional agreement dated
on or around the date of the
Circular between the Company
and finnCap relating to the
Placing
"Placing Resolutions" the Resolutions relating to
the Placing, being Resolutions
1 and 4
"Placing Shares" the 135,063,334 New Ordinary
Shares to be issued pursuant
to the Placing
"Prospectus The Prospectus Rules published
Rules" by the FCA (as amended or reissued
from time to time)
"Record Date" the record date for participation
in the Offer, being 6.00 p.m.
on 26 June 2015
"Resolutions" the resolutions to be proposed
at the General Meeting, details
of which are set out in the
Notice
"SAWSense" a trading division of Transense
"Shareholder(s)" holder(s) of Ordinary Shares
from time to time
"Translogik" a trading division of Transense
"UK" or "United the United Kingdom of Great
Kingdom" Britain and Northern Ireland
"UKLA" the Financial Conduct Authority
acting in its capacity as the
competent authority for the
purposes of Part VI of FSMA
"uncertificated" an Ordinary Share recorded on
or "in uncertificated a company's share register as
form" being held in uncertificated
form in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means
of CREST
"United States" the United States of America,
or "U.S." its territories and possessions,
any state of the United States
of America and the District
of Columbia
"VCT Scheme" Venture Capital Trust scheme
under the provisions of Part
6 of the Income Tax Act 2007
A reference to "GBP" is to pound sterling, being the lawful
currency of the UK.
A reference to "EUR" is to the Euro, being the official currency
of 19 of the 28 member states of the European Union.
Information on Nigel Rogers
The following information is disclosed pursuant to Schedule Two
paragraph (g) of the AIM Rules for Companies:
Mr Nigel Foster Rogers, age 53
Current Directorships / Partnerships:
Can Vives Limited
Previous Directorships / Partnerships (held in the past five
years):
Ingram Electronic Services LimitedStadium Group PLC
Stadium Electrical Holdings Limited
Stadium Power Limited
Hale End Holdings Limited
Kingslo Limited
KRP Power Source (UK) Limited
Valuegolden Limited
Ferrus Power Limited
Fox industries Limited
Stadium Zirkon UK Limited
Zirkon Holdings Limited
Stadium Electronics Limited
600 Group PLC
600 Group UK Limited
600 SPV1 Limited
600 SPV2 Limited
Ariel pressings Limited
Electrox Laser Limited
TYKMA Inc - US
600 Group Inc - US
600 (Machine Tools) Pty - Australia
Mr Rogers has subscribed for 2,000,000 ordinary shares in the
Placing and has no other holding in any ordinary shares in the
Company. There are no other disclosures required in relation to
Rule 17 or paragraph (g) of Schedule Two of the AIM Rules for
Companies.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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