TIDMNLG
RNS Number : 7193R
Arria NLG PLC
30 June 2015
The following amendments have been made to the 'GBP3.75 Million
Raised' announcement released on 29 June 2015 at 7:32 a.m. under
RNS No 4652R.
- The calculation of the number of B Warrants to be issued to
the Loan Note holders has been clarified
- The Update of the Capital Structure table has been amended to
correct an erroneous figure and highlight that some of the figures
are approximations.
All other details remain unchanged.
The full amended text is shown below.
ARRIA NLG PLC
("Arria" or the "Company")
GBP3.75 Million Raised
The Board of Arria (AIM:NLG) is very pleased to announce that
the Company has worked with a number of existing shareholders and
subscribers (the "Subscribers") to gain immediate access to
approximately GBP3.75 million in capital funding through unsecured
loan notes convertible to the Company's ordinary shares at 40p per
share ("Loan Notes").
This funding comes as stage one of a two-stage capital plan
being managed for Arria by MSL Capital Markets Limited ("MSL"), the
New Zealand-based investment bank whose principals have acted as
lead manager on each of Arria's successful private capital rounds.
In an undertaking provided by Arria to MSL and the Subscribers, the
Board has confirmed that it fully supports the two stage capital
plan.
Stage 1: GBP3.75 Million in Loan Notes
Stage 1 of the capital plan (which addresses the Company's near
to medium-term working capital requirements) comprises the
acceleration of a drawdown of existing Loan Notes and the issue of
new Loan Notes as follows:
-- GBP1.848 million from The Ikonic Fund SAC (Bahamas) Limited
("Ikonic") by way of Ikonic agreeing to the early drawdown of the
two installments still to be drawn down under the unsecured
convertible loan note instrument between the Company and Ikonic
dated 30 September 2014 (the "Ikonic Notes"). These amounts were
not due for drawdown until 31 December 2015 and 31 March 2016. The
Company has agreed to pay certain costs which Ikonic will incur in
allowing the Company to drawdown earlier than originally agreed;
and
-- GBP1.902 million through subscriptions for the new Loan Notes
from existing shareholders in the Company. The new Loan Notes have
the same terms and conditions as the Ikonic Notes.
Subscribers for the new Loan Notes and Ikonic will receive
unlisted warrants to subscribe for new ordinary shares in the
Company, exercisable for a period of four years, at 12p per new
ordinary share (the "B Warrants"). The Company will issue 6 million
B Warrants to Ikonic, for the Ikonic Notes drawn down early and
approximately 5.972 million B Warrants to the new convertible Loan
Note holders. An additional one million B Warrants will be issued
to MSL for services. The number of B Warrants issued to the new
convertible Loan Note holders may fluctuate depending upon the
GBPGBP/US$ exchange rate. This is because the quantum of B Warrants
issued to the new convertible Loan Note holders is calculated on
the basis of two B Warrants to every US$ of Loan Note
subscribed.
The detailed terms of the Ikonic transaction were announced to
the market on 1 October 2014. The following is a summary of terms
common to both Loan Note programs.
-- Interest at the Bank of England base rate (currently 0.5%)
plus 5%, payable annually in cash or upon maturity.
-- Maturity is 31 October 2019 with the Company having a right of payment before maturity.
-- The conversion price is 40p per ordinary share. Holders can
convert their principal and interest at any time before payment or
maturity.
Stage 2: New Zealand Stock Exchange Listing
Stage 2 of the capital plan (which addresses the longer-term
capital needs of the Company) is targeted for completion this year.
It calls for MSL to organize a public offer and a listing of
Arria's ordinary shares on the New Zealand Stock Exchange ("NZSX").
The Board will also consider alternative capital sources. Further
announcements regarding fundraising will be made in due course.
Update of the Capital Structure
To ensure clarity and transparency of the Company's capital
structure upon completion of Stage 1, the Company has prepared the
following table showing the effect of the capital raise on the
current position:
Arria NLG plc Nominal Note Number of shares
Securities value value
------------------- ----------------- ---------- -----------------
Existing ordinary
shares GBP103,729.21 103,729,210
------------------- ----------------------------- -----------------
Existing listed
warrants GBP10,085.58 10,085,583
------------------- ----------------------------- -----------------
GBP3.08
The Ikonic Notes - million 7,700,000(1)
------------------- ----------------- ---------- -----------------
The new Loan GBP1.902
Notes - million 4,755,000(1)
------------------- ----------------- ---------- -----------------
B Warrants GBP12,972.28(2) 12,972,280(2)
------------------- ----------------------------- -----------------
(1) Assumes all loan notes are converted into Ordinary
shares
(2) Assumes allotment at approximately US$1.57 / GBP, and all B
Warrants are converted into Ordinary shares
The Board has authorized MSL to arrange subscriptions for up to
a further GBP1.25 million of Loan Notes.
Emmanuel Alexiou, Executive Vice Chairman of Colina Insurance
Limited (majority shareholder of The Ikonic Fund) said: "We are
very pleased to support Arria's innovative two-stage capital
program. With the loan notes convertible to shares at 40p, and with
the addition of warrants at 12p, we are making a bold statement to
the market: The long-term potential of Arria's NLG technologies is
unaffected by short-term vagaries, and the two-stage program will
provide the operating capital Arria needs to deliver its artificial
intelligence solutions globally."
Stuart Rogers, Chairman and Chief Executive of Arria NLG,
commented:
"I am delighted we have concluded this next stage of our capital
raising, which provides stability and support to our current
operations as it directly addresses our near to medium-term working
capital requirements. The staff and Board wish to thank MSL, Ikonic
and the founding shareholders for their participation in this
capital raise. Such strong support of Arria's business direction is
indicative of the participating shareholders' belief in the long
term value proposition of Arria's Natural Language Generation
technology."
Commercial Progress Update
The Company continues to gain clients at the rate of
approximately one new client per month. Since the beginning of May,
Arria has announced contracts with three new enterprise clients: a
financial services group, a meteorological firm and a travel
services company."
For further information, please visit www.arria.com or
contact:
Arria NLG plc Tel +44 (0) 20 7100
Stuart Rogers - Chairman 4540
and Chief Executive
----------------------------- --------------------------------------
Allenby Capital - Nominated Tel: +44 (0) 20 3328
Adviser & Joint Broker 5656
Nick Naylor
Jeremy Porter
James Reeve
----------------------------- --------------------------------------
MSL Capital Markets - Lead Tel: +64 (0) 4 472
Manager 2716
Andrew McDouall
Justine Dunnett
Peter Lynds
----------------------------- --------------------------------------
Westhouse Securities - Joint Tel: +44 (0) 20 7601
Broker 6100
Antonio Bossi
Robert Finlay
----------------------------- --------------------------------------
IFC Advisory - Financial PR Tel: +44 (0) 20
and IR 3053 8671
Tim Metcalfe tim.metcalfe@investor-focus.co.uk
Graham Herring graham.herring@investor-focus.co.uk
----------------------------- --------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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