21
March 2024
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Aukett Swanke Group
Plc
("Aukett Swanke", the
"Company", or, together
with its subsidiaries, the "Group")
Acquisition of certain assets
of RTS Technology Solutions Limited (in
liquidation)
("RTS")
Subscription to raise up to
£425,000
Notice of
Results
Introduction
Aukett Swanke (AIM: AUK), the group
providing Smart Buildings, Architectural and Design Services, is
pleased to announce that Torpedo Factory Ltd ("TFL") (its wholly owned subsidiary) has
acquired certain assets of RTS (the "Assets"), a company (trading as Vanti)
which provided master system integration and smart building
software to commercial properties in the UK (the "Acquisition").
The Acquisition introduces SaaS
revenues from RTS's smart buildings software and, in the opinion of
the Directors, marks a significant step forward in the Group's
quest to become a leading smart buildings provider.
The Group intends to employ new
staff to be based in a new Birmingham office, to be leased from a
third party, to form the core of the Group's smart buildings
offering.
RTS was founded in 2006 but as a
result of a lack of funding was liquidated on 18 March 2024 with
TFL completing the Acquisition on 20 March 2024.
The consideration payable by TFL for
the Assets comprises an initial cash payment of approximately
£37,000, with an additional up to £50,000 payable over the next 18
months dependent on the satisfaction of certain financial
performance conditions deriving from the transfer and retention of
certain RTS clients.
Share subscription
The Company is pleased to announce
that it is raising in aggregate up to £425,000 (before expenses)
through the issue of new equity, for the purposes of providing the
Group with working capital for its increased scale. £275,000
is being raised by way of direct subscriptions by certain existing
and institutional investors (the "Investors"). In addition,
certain directors and managers of the Group have indicated their
intention to subscribe for up to £150,000 on the same terms as the
Investors (the "Subscription").
In aggregate the Subscription will
result in the issue and allotment of a total of up to 42,500,000
new ordinary shares of 1 penny each in the Company (the
"Subscription Shares") at
an issue price of 1 penny. Subscribers will receive warrants,
exercisable for 3 years, to be issued (subject to certain
conditions) on the basis of one warrant for every one Subscription
Share with an exercise price of 1 penny. The Subscription Shares
will be issued under the Company's existing share authorities; the
warrants will require a specific authority to be sought at the
forthcoming annual general meeting.
Current trading and Notice of results
The Group's audited financial
statements for the year ended 30 September 2023 are in the process
of finalisation and expected to be published on 28 March 2024. As
previously indicated and in keeping with the trading pattern in the
previous year the Group expects to report a loss for the first half
of the current financial year with a stronger performance in the
second half.
Further details on the Acquisition
and the Subscription are detailed below.
Nick Clark, Chief Executive of Aukett Swanke,
commented:
"Vanti has been known to the management of our Torpedo Factory
Group business for many years. They are well known in the smart
buildings sphere, having been contributors to the recent RIBA
publication "Smart Building Overlay to the RIBA Plan of Work" and
spoken at this year's Smart Building Conference in Barcelona.
Despite its apparently small scale, this purchase provides us with
access to a wealth of experience in the delivery of smart building
systems. We are delighted to be expanding TFG's interests to the
West Midlands with the opening of a Birmingham office, and to
welcome former Vanti employees to the Group. We are also excited by
the opportunities for the software assets."
Contacts
Aukett Swanke Group
Plc
+44 (0) 20 7843 3000
Clive Carver,
Chairman
Nick Clark, Chief
Executive
Strand Hanson Limited, Financial and Nominated Adviser
+44 (0) 20 7409 3494
Richard Johnson, James
Bellman
Zeus Capital Limited,
Broker
+44 (0) 20 3829 5000
Simon Johnson, Louisa
Waddell
Investor/Media
+ 44 (0) 7979 604 687
Chris Steele
About Aukett Swanke Group plc
Aukett Swanke Group has a strong
foundation in architectural services and is on a transformative
journey to become a London-listed provider of Smart Buildings and
related services. ASG are uniquely positioned to ensure the
technical systems that run modern premises are designed as an
integral part of the structure, from the outset.
For more information go to
https://www.aukettswankeplc.com
Background on RTS and reasons for the
Acquisition
RTS (trading as Vanti) was
previously an audio visual systems integrator, whose visionary
approach saw them make an early transition to the role of master
systems integrator ("MSI"). The Acquisition will
help accelerate TFL's journey, making the same transition but on a
larger scale.
The profits from their MSI
activities were ploughed into developing two software products.
One, Kahu, is a workplace technology platform of the kind the Group
distributes through its Anders + Kern subsidiary. The second, Smart
Core, is potentially transformational for our Group. Smart Core is
a Building Operating System. This controls a building's systems,
and provides for the appropriate sharing of data and ability to
control them between landlord, tenants, and users through APIs and
graphical interfaces. Smart Core is in the early stages of
commercialisation, and has been deployed across several buildings
in a number of different countries. It is primarily used as an open
source Community Edition, but an Enterprise Edition has been
developed and is ready to be marketed.
Smart Core can be sold either as a
SaaS model, where the customer pays monthly or annually over the
long term, or a CapEx licence model, where a one-off licence sale
is made, with a lower annual maintenance fee to cover support and
upgrades. The Board sees attractions in both areas - CapEx sales
lend themselves well to the existing model of procuring and
delivering a new building, where a main contractor manages a
sizeable capital outlay, and the building owner wants to keep a
competitively low service charge. The SaaS model works well for the
retrofit market (where the Company's ecoDriver business
specialises), and where a Building Operating System can more than
pay for itself through savings from running the building more
efficiently, and from improved reporting across an entire portfolio
of properties, which may be running a wide variety of building
technology systems (e.g. Building Management Systems, lighting,
access control, CCTV etc) from a number of different legacy
providers.
The Acquisition opens up tremendous
opportunities for synergies and cross selling within the Group.
ecoDriver can potentially be used to share information with Kahu to
provide a richer tenant experience, and Kahu could provide
information to ecoDriver to offer insight into required energy
usage. The Group's Artificial Intelligence efforts can potentially
help Smart Core with improved building management insights.
Moreover, the new Birmingham office will broaden the range of
services our architects can provide, while our architects ensure
that smart building considerations are higher priority than has
been the case hitherto.
Terms of the Acquisition
RTS entered into liquidation on 18
March 2024 and Robert Keyes of KCR Corporate Recovery (the
"Liquidator") was appointed as
the liquidator.
TFL has entered into an asset
purchase agreement with RTS (as seller) and the Liquidator to
acquire the Assets for an initial consideration of
£37,003, which has been settled by TFL with the
Liquidator and an additional up to £50,000 payable, subject to the
satisfaction of certain performance conditions deriving from the
transfer and retention of certain RTS clients, over a period of up
to 18 months.
Prior to entering liquidation,
management accounts indicate that, for the year ended 31 October
2023 RTS reported revenues of £3.61 million, loss before tax of
£0.63 million and net assets of £0.01 million.
Initial subscription
In order to provide additional
working capital to the Group for its increased scale, the Company
is raising up to £425,000 by means of an equity fundraise. £275,000
has been raised by way of direct subscriptions for 27,500,000
Subscription Shares at 1 penny per new ordinary share (the
"Investor
Subscription Shares") by the
Investors (the "Initial
Subscription").
In addition, the Company has agreed
to issue warrants to the Investors on the
basis of one warrant for every one Subscription Share with an
exercise price of 1 penny (the "Warrants"), the issue of such Warrants
being conditional upon and subject to the passing of requisite
authorities to allot and waiver of pre-emption rights at the
Company's next annual general meeting. The Warrants will be valid
for a period of three years from the date of shareholder
approval.
Directors' intended subscription
The Company is currently in a closed
period pending announcement of its annual audited results for the
year ended 30 September 2023 ("Accounts"). However, the Board
recognises the importance to shareholders of Director and
management participation and, as such, certain members of the Board
and management intend to subscribe for up to 15,000,000
Subscription Shares at the first available opportunity following
the publication of the Accounts (expected to be on 28 March 2024)
on the same terms (including Subscription Price and Warrant
entitlement) as the Investors (the "Additional Subscription"). A further announcement in
relation to the Additional Subscription will be made in due course,
following publication of the Accounts.
Admission
Application will be made to the
London Stock Exchange plc for the 27,500,000 Investor Subscription
Shares to be admitted to trading on AIM (the "Admission"). It is expected that
Admission will become effective and that dealings in the Investor
Subscription Shares on AIM will commence at 8:00 a.m. on or around
26 March 2024.
The Investor Subscription Shares
shall rank pari passu in
all respects with the existing ordinary shares of 1 penny each in
the Company ("Ordinary
Shares"), including ranking equally for all dividends or
other distributions declared, made or paid after their
issue.
Total Voting Rights
On Admission, the Company's issued
ordinary share capital will consist of 320,655,938 Ordinary Shares,
with one vote per share. The Company does not hold any Ordinary
Shares in treasury. Therefore, on Admission, the total number of
Ordinary Shares and voting rights in the Company will be
320,655,938.
With effect from Admission, this
figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Concert Party interest
Following the issue of the Investor
Subscription Shares, the unchanged total holding of the Concert
Party (as detailed in the Company's announcement on 2 March 2023)
of 89,159,484 Ordinary Shares shall represent 27.81% of the
Company's issued Ordinary Shares. Nick
Clark, Freddie Jenner (each a Director) and Jason Brameld (a PDMR)
are members of the Concert Party.
Forward Looking Statements
This announcement includes
statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements can be identified by
the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include matters that are not facts. They appear in a
number of places throughout this announcement and include
statements regarding the Board's beliefs or current expectations.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Investors should not place undue reliance on forward-looking
statements, which speak only as of the date of this
announcement.