TIDMNLG
RNS Number : 8806C
Arria NLG PLC
20 October 2015
20 October 2015
Arria NLG plc ("Arria" or the "Company")
Posting of circular and notice of general meeting
Arria NLG plc (AIM:NLG) is pleased to announce that, following
the announcement of 15 October 2015 regarding the subscription
agreements and related sharing agreements entered into by the
Company with Lanstead Capital L.P. ("Lanstead"), a circular and
notice of general meeting, together with a form of proxy, will
today be posted to shareholders (the "Circular").
Notice of General Meeting
The Directors of Arria announced on 15 October 2015 a
GBP6,000,000 fundraising (before expenses) with Lanstead by way
of:
-- a completed subscription for 4,687,500 new ordinary shares at
a price of 32p per share (the "Initial Subscription"); and
-- a conditional subscription for 14,062,500 new ordinary shares
at a price of 32p per share (the "Subscription"), which is subject,
amongst other things, to approval of certain resolutions at a
general meeting.
The Directors believe that, given the Company's requirements for
additional financing, the Initial Subscription and the Subscription
are currently the most appropriate way to raise additional funds
for Arria. The Directors consider that they provide greater
certainty than other available means of raising additional funds in
a timely fashion and minimises transactional costs.
Accordingly, a general meeting of the Company is to be held at
the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL at
10.30 a.m. on 6 November 2015 (the "General Meeting"). At the
General Meeting, the following resolutions (the "Resolutions") will
be proposed:
1. an ordinary resolution, to grant authority to the Directors
to allot shares in the capital of the Company up to an aggregate
nominal amount of GBP59,887.00. This authority is in addition to
the authorities granted to the Directors at the Annual General
Meeting of the Company held on 27 January 2015, and will expire
(along with such authorities) at the conclusion of the Annual
General Meeting of the Company to be held in 2016; and
2. conditional on the passing of resolution 1 above, a special
resolution, to dis-apply statutory pre-emption rights in respect of
the allotment for cash of shares up to an aggregate nominal amount
of GBP59,887.00. This authority is in addition to the authorities
granted to the Directors at the Annual General Meeting of the
Company held on 27 January 2015, and will expire (along with such
authorities) at the conclusion of the Annual General Meeting of the
Company to be held in 2016.
By way of explanation, the Resolutions will grant the Directors
authority to allot the new ordinary shares of 0.1p each in the
Company ("Ordinary Shares") in connection with the Subscription and
dis-apply statutory pre-emption rights in relation to such
allotments.
In addition, pursuant to the fundraising announced on 30 June
2015, the passing of the Resolutions will enable the Company to
complete the issue of convertible loan notes and warrants
convertible into, and exercisable over, in aggregate 3,778,358
Ordinary Shares (the authority for which being no longer available
following the issue of Ordinary Shares to Lanstead for the Initial
Subscription). This amount of shares relates to:
-- the final tranche of GBP0.5 million of the GBP3.75 million
funding announced on 30 June 2015, the funds of which are available
to the Company subject to the passing of the Resolutions; and
-- the issue of 1,000,000 warrants to MSL Capital Markets Limited in connection therewith.
In addition, at the General Meeting the Directors are seeking
shareholder approval to provide the Company with the ability to
issue up to a further 41,577,392 Ordinary Shares (or rights to
subscribe for 41,577,392 Ordinary Shares), being approximately
33.7% of the issued Ordinary Share capital on Admission, as
headroom for future fundraising or other opportunities that may
arise. The Directors consider it important for such headroom to be
in place to provide flexibility and speed to raise funds for the
Company as required. Such shareholder approval will lapse at the
Company's next annual general meeting.
In order for the Subscription to proceed, shareholders will need
to approve the Resolutions at the General Meeting. If the
Resolutions are not passed, the Subscription will not proceed, the
Company will be unable to complete the issue of GBP500,000 of
convertible loan notes and warrants pursuant to the fundraising
announced on 30 June 2015 and no authority will be available to the
Directors to issue further Ordinary Shares for cash. Accordingly it
is important that shareholders vote in favour of the Resolutions,
in order that these matters can proceed.
Recommendation
The Directors consider the Subscription and the Resolutions to
be in the best interests of the Company and its shareholders as a
whole. As previously announced, the Company continues to seek
additional funding to support its operations, and the Subscription
comprises part of that additional funding. If the Resolutions are
not approved at the General Meeting then the Company's would need
to seek an increased amount of additional funding from alternative
sources in order to support its operations. There is no guarantee
however that such increased amount of additional funding could be
obtained in the requisite time frame or at all. Further, the
Directors believe that any such funding, if obtained, would likely
be on less favourable terms than the Subscription. If the
Resolutions are not approved at the General Meeting, and no
alternative funding can be raised, the Company's ability to operate
as a going concern may be put at risk by the third quarter of the
current financial year ending September 2016.
Arria will continue to explore options for additional funding as
required to support substantial development of its NLG products
which the Board believes is helping Arria to become a significant
participant in the critical and growing Artificial Intelligence
market.
The Directors unanimously recommend that Shareholders vote in
favour of the Resolutions to be proposed at the General Meeting, as
they intend to do in respect of their, in aggregate, 9,214,931
existing Ordinary Shares (representing approximately 9.39 per cent.
of the Company's existing issued share capital).
Admission to AIM
Application will be made to the London Stock Exchange for
14,531,250 new Ordinary Shares to be admitted to trading on AIM
(being the 14,062,500 new Ordinary Shares to be issued under the
Subscription and 468,750 new Ordinary Shares as the second tranche
of value payment shares due to Lanstead). If the Resolutions are
passed, it is expected that Admission will become effective and
that dealings for normal settlement in these new Ordinary Shares
will commence at 8.00 a.m. on 9 November 2015.
Website information
The Circular will shortly be available on the Company's website
at http://www.arria.com/investorrelations/.
In addition, Arria has added to its website an illustration of
the possible amounts payable to the Company each month under the
sharing agreements with Lanstead, based on different Measured
Prices (as defined in the Circular).
For further information, please visit www.arria.com or
contact:
Arria NLG plc Tel +44 (0)20 7100 4540
Stuart Rogers
Chairman and Chief Executive
----------------------------- ------------------------------------
Allenby Capital Tel: +44 (0)20 3328 5656
Nominated Adviser & Joint
Broker
Nick Naylor
Jeremy Porter
James Reeve
----------------------------- ------------------------------------
MSL Capital Markets - Tel: +64 (0)4 472 2716
Lead Manager
Andrew McDouall
Justine Dunnett
Peter Lynds
----------------------------- ------------------------------------
Westhouse Securities - Tel: +44 (0)20 7601 6100
Joint Broker
Antonio Bossi
Robert Finlay
----------------------------- ------------------------------------
IFC Advisory - Financial Tel: +44 (0)20 3053 8671
PR and IR tim.metcalfe@investor-focus.co.uk
Tim Metcalfe graham.herring@investor-focus.co.uk
Graham Herring
----------------------------- ------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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