TIDMNLG
RNS Number : 1095D
Arria NLG PLC
04 July 2016
4 July 2016
This announcement contains inside information
Arria NLG plc
("Arria NLG" or the "Company")
Proposed New Zealand Stock Exchange and Australian Stock
Exchange listings
Arria NLG (AIM: NLG.L), a technology leader in Natural Language
Generation ("NLG"), is pleased to provide an update on its proposed
capital reorganisation which includes listings in New Zealand and
Australia.
Introduction
Further to Arria's announcement on 10 June 2016, Arria is well
advanced in preparing for the listing of the securities of a new
holding company ("Arria NLG Group") on the main board of the New
Zealand Stock Exchange (the "NZSX") and a secondary listing on the
Australian Securities Exchange (the "ASX") (together the
"Listings"). Once effected, the group's primary listing will shift
from the London Stock Exchange AIM market ("AIM") to the New
Zealand Stock Exchange.
To maintain the group's participation in the UK market,
concurrent with the Listings, the Arria NLG Group will seek a
listing of depository interests (representing shares and warrants)
on the standard segment of the Main Market of the London Stock
Exchange plc (the "Standard List") and at the same time the Company
will seek the cancellation of the admission to trading on AIM of
its existing ordinary shares (the "Existing Ordinary Shares") and
existing quoted warrants (the "Quoted Warrants").
Arria believes this configuration of a primary listing to the
NZSX together with secondary listings on the ASX and the Standard
List, will better support Arria's global expansion plans.
Coinciding with the Listings, a fundraising will occur (the
"Fundraising"). The Listings and the Fundraising will be subject to
certain regulatory and other consents.
Any new capital raised will be used to support Arria's
commercial momentum by:
-- continuing to add new clients and partners;
-- developing Arria's SaaS products, (including a global launching of those products);
-- continuing the development of Arria's core technologies; and
-- an extension of the Group's existing Intellectual Property
program by developing new patents and patent applications in the
field of NLG.
The Board of Arria currently anticipate that full details of the
Listings and the Fundraising will be announced in the current
quarter.
Proposed capital reorganisation
In order to effect the Listings, it is the Company's current
intention that Arria NLG Group (a newly incorporated company,
registered in New Zealand) would acquire all of the Existing
Ordinary Shares by means of a Scheme of Arrangement under sections
895 to 899 of the Companies Act 2006 (the "Scheme"). The structure
of the Listings, Fundraising and the Scheme have been developed
over recent months and it is anticipated that proposals will be put
to holders of the various components of Arria's current capital
structure (being the Existing Ordinary Shares, the Quoted Warrants,
the existing loan notes and unlisted B warrants, and the employee
options and LTIPs) as follows:
Existing Ordinary Shares
Under the Scheme, holders of Existing Ordinary Shares, as at the
Scheme record date, would receive one share in Arria NLG Group (a
"Arria NLG Group Share") for each Existing Ordinary Share held.
Arria NLG Group Shares are expected to be listed on the NZSX and
the ASX and depositary interests representing Arria NLG Group
Shares are expected to be listed on the Standard List.
For every 10 Existing Ordinary Shares held in the Company,
shareholders would also receive one warrant in Arria NLG Group (a
"Bonus Warrant"). The exercise price of each Bonus Warrant will be
NZ$1.00 (approximately GBP0.53) and the Bonus Warrants would expire
on 15 February 2020. The Bonus Warrants are expected be listed on
the NZSX and the ASX and depositary interests representing Bonus
Warrants are expected to be listed on the Standard List.
Quoted Warrants
Holders of the Quoted Warrants will retain their Quoted Warrants
but, outside of the Scheme, will be offered the opportunity to
exercise prior to, and conditional upon, the Scheme becoming
effective. However, the Company will seek cancellation of trading
on AIM of the Quoted Warrants and the Company will not be seeking a
listing of the current Quoted Warrants on the NZSX, the ASX, the
Standard List or any other exchange.
Amendments to the articles of association of the Company will be
proposed at a general meeting to provide that any new ordinary
shares in Arria NLG issued following the Scheme becoming effective
will be subject to the Scheme. Consequently, upon the future
exercise of a Quoted Warrant, the holders thereof will be issued
with shares in Arria NLG which will then be immediately acquired by
Arria NLG Group on the same terms as offered to the holders of the
Existing Ordinary Shares. So, on exercise of every ten Quoted
Warrants, the holders will receive ten shares in Arria NLG, which
will then be immediately acquired by Arria NLG Group for ten new
Arria NLG Group Shares and one Bonus Warrant. The expiry date of
the Quoted Warrants is expected to be extended from 30 September
2017 to 15 March 2019.
B warrants
Holders of existing unlisted B warrants in the Company (the "B
Warrants") will retain their B Warrants, but, as with the Quoted
Warrants, will be outside of the Scheme. The proposed amendments to
the articles of association of the Company will provide that any
new ordinary shares in the Company issued following the Scheme
becoming effective will be subject to the Scheme. Consequently,
upon the future exercise of a B Warrant, the holders thereof will
be issued with shares in the Company which will then be immediately
acquired by Arria NLG Group on the same terms as offered to the
holders of the Existing Ordinary shares, as set out above. The
expiry date of the B Warrants will remain 11 June 2019 and will not
be extended. Holders of B Warrants will also be offered the
opportunity to exercise prior to, and conditional upon, the Scheme
becoming effective.
Convertible loan notes
Holders of convertible loan notes in the Company (the "Loan
Notes") will retain their Loan Notes. As with the Quoted Warrants
and B Warrants, the Loan Notes will be outside of the Scheme and
the proposed amendments to the articles of association of the
Company will provide that any shares in the Company issued
following the Scheme becoming effective will be subject to the
Scheme. Consequently, upon a future conversion of the Loan Notes,
the holders will be issued with shares in the Company which will
then be immediately acquired by Arria NLG Group on the same terms
as offered to the Existing Ordinary Shares. So, on conversion,
holders of Loan Notes will receive ten shares in the Company for
every GBP4.00 of Loan Notes (based on a current conversion price of
40p, and with fractional entitlements being rounded down), which
are then immediately acquired by Arria NLG Group for ten new Arria
NLG Group Shares and one Bonus Warrant. The expiry date of the Loan
Notes will remain 31 October 2019 and will not be extended. Holders
of Loan Notes will be asked to waive their rights to have their
Loan Notes acquired and/or repaid upon the Scheme becoming
effective. The Loan Notes will not be listed on any exchange.
Employee options and LTIPs
Appropriate proposals will be made to the holders of employee
options and LTIPs at the same time as the Scheme being put to
shareholders.
Further details of the Scheme will be announced in due course.
Should the Scheme become effective, then Arria NLG Group will
become the new parent company of the Arria group and the existing
parent company, Arria NLG, will become a wholly owned subsidiary of
Arria NLG Group. Arria NLG would be re-registered as a private
limited company.
Proposed Arria NLG Group board members
It is proposed that on the listing of Arria NLG Group on the
NZSX, Stuart Rogers, Chairman and Chief Executive of the Company,
will become Non-Executive Chairman of Arria NLG Group, and Matthew
Gould will become Chief Executive of Arria NLG Group. Wayne
Thornhill will be appointed to the board of Arria NLG Group as
Chief Financial Officer. Paul Kidney and Sharon Daniels (both
non-executive directors of the Company) will become non-executive
directors of Arria NLG Group and Barbara Kendall will be a
non-executive director of Arria NLG Group.
Michael Higgins, a non-executive director of the Company, will
step down from the Arria NLG board and will not be joining the
board of Arria NLG Group.
Proposed Fundraising
Arria NLG Group is currently seeking, conditional on the
Listings taking place, to raise approximately GBP8.5 million of new
capital through a public offer and subscription by way of the issue
of new Arria NLG Group Shares. Pricing is subject to market
evaluation and it is anticipated that the offer will consist of a
bundle of securities incorporating ordinary shares in Arria NLG
Group and listed warrants. The Board anticipates that the expected
price of the offer of the securities bundle in the proposed
fundraising, will be at a significant premium to the current Arria
NLG ordinary share price.
It is the Company's intention that the Fundraising will be
supported by a standby underwriting agreement between Arria NLG
Group, the Company and MSL Capital Markets, which in turn will be
supported by a series of standby sub-underwriting agreements with
certain existing shareholders and new institutional investors.
Further details of the proposed underwriting will be announced on
completion of the underwriting agreements.
Commenting, Stuart Rogers, Chairman and Chief Executive of Arria
NLG said: "Arria was founded as a UK company, and when the Company
first listed in late 2013, it chose the UK's AIM market. Many of
the Arria's founders and early investors are residents of New
Zealand and Arria recognizes the strength of the equity markets in
New Zealand and Australia with their focus on early stage software
and technology companies. Further, during its first two years,
Arria's staff were predominately based in the UK, whereas today,
the core development staff are more evenly split between offices in
the UK and Australia. With the ever-increasing media and
marketplace focus on the Artificial Intelligence ("AI") category,
and Arria's central place within this category which has been
recognised in a number of recent technology media articles, Arria
is confident that this strategic action of listing Arria NLG Group
securities on both the NZSX and ASX exchanges, while maintaining a
standard listing on the London Stock Exchange, will better provide
the capital platform to support the group's global expansion plans
within the AI category, and best serve the interests of the
Company's shareholders."
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
(and being the person making
this notification for the
purposes of the Market
Abuse Regulations)
----------------------------- ---------------------------------------
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
----------------------------- ---------------------------------------
Stockdale Securities Tel: +44 (0)20 7601 6100
Joint Broker
Antonio Bossi
Robert Finlay
----------------------------- ---------------------------------------
IFC Advisory Tel: +44 (0)20 3053 8671
Financial PR and IR tim.metcalfe@investor-focus.co.uk
Tim Metcalfe graham.herring@investor-focus.co.uk
Graham Herring heather.armstrong@investor-focus.co.uk
Heather Armstrong
----------------------------- ---------------------------------------
Ruder Finn Tel: +1 541-326-5847
PR (USA) Tel: +1 203-246-1304
Scott Beaver (West Coast)
Brianna Mulligan (East
Coast)
----------------------------- ---------------------------------------
Arria NLG
Arria NLG's core product is known as the Arria NLG Platform, a
form of artificial intelligence software specialised in extracting
information from complex data sources and communicating that
information in natural language (i.e. as if written by a human).
The scientific foundation for the Arria NLG Platform is based on
more than 30 years of research and development by the founders of
Arria Data2Text Limited at the University of Aberdeen. For
additional information, visit www.arria.com. Follow Arria NLG on
Twitter, LinkedIn, Google+ and YouTube.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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