TIDMDGB
RNS Number : 8474W
Digital Barriers plc
26 November 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
JAPAN, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR THE
REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH
JURISDICTION.
26 November 2010
Digital Barriers plc
Proposed Placing to raise GBP30m (before expenses)
Digital Barriers plc ("Digital Barriers" or the "Company"), the
specialist provider of products and services to the homeland
security and specialist defence markets, is pleased to announce a
conditional placing of 18,750,000 new Ordinary Shares at 160 pence
per share to raise GBP30 million (before expenses) for the Company
to further implement its stated strategy.
Background to and reasons for the Placing
The Directors believe that the homeland security and specialist
defence markets continue to represent a compelling commercial
opportunity and, accordingly, they intend to continue to further
develop Digital Barriers through strategic acquisitions and ongoing
organic growth. The Company's focus is to provide the digital
security and surveillance technology needed to enhance the physical
and electronic security of high-profile, high-value potential
targets, and to provide advanced technology to support military
operations, particularly in the areas of counter-insurgency and
force protection.
Digital Barriers will seek to make further strategic
acquisitions to secure technologies and capabilities that fall
within its areas of focus. In parallel, Digital Barriers will
continue the integration of its acquisitions and will continue to
develop its UK and Singapore locations, and seek to establish the
demand for the Company's services and capabilities in the US and
Middle East.
The purpose of the Placing is to raise funds to be used by the
Company to further implement its stated strategy. In particular,
the Directors intend to use the net Placing proceeds to finance
further strategic acquisitions.
The Placing
General
The Company has conditionally raised GBP30.0 million (before
expenses) through the proposed issue of the Placing Shares at the
Placing Price, which represents a discount of approximately 20.6
per cent. to the closing middle market price of 201.5 pence per
existing Ordinary Share on 25 November 2010, being the last
practicable date prior to this announcement. The Company's Issued
Share Capital is 24,782,500 shares. Accordingly, the 18,750,000
Placing Shares will represent approximately 43.1 per cent. of the
Enlarged Issued Share Capital of 43,532,500 Ordinary Shares. The
net proceeds of the Placing are expected to be approximately
GBP29.0 million.
The Placing Agreement
Pursuant to the terms of the Placing Agreement, Investec, as
agent for the Company, has conditionally agreed to use its
reasonable endeavours to procure subscribers for the Placing
Shares. Investec has conditionally placed the Placing Shares with
certain existing and new institutional and other investors at the
Placing Price. The Placing has been fully underwritten by Investec
subject to the terms of the Placing Agreement.
General Meeting and Admission
The Placing Agreement is conditional upon, inter alia, the
Resolutions being duly passed at the General Meeting to be held at
the offices of Osborne Clarke, One London Wall, London EC2Y 5EB at
10.00 a.m. on 13 December 2010 and Admission becoming effective on
or before 8.00 a.m. on 14 December 2010 (or such later time and/or
date as the Company and Investec may agree, but in any event by no
later than 8.00 a.m. on 31 December 2010).
The Placing Agreement contains warranties from the Company in
favour of Investec in relation to, inter alia, the accuracy of the
information in the Circular and other matters relating to the
Company and its business. In addition, the Company has agreed to
indemnify Investec in relation to certain liabilities it may incur
in respect of the Placing. Investec has the right to terminate the
Placing Agreement in certain circumstances prior to Admission, in
particular, in the event of a material breach of the warranties
given to Investec in the Placing Agreement, the failure of the
Company to comply in any material respect with any of its
obligations under the Placing Agreement, the occurrence of a force
majeure event or a material adverse change affecting the condition,
or the earnings or business affairs or prospects of the Group as a
whole, whether or not arising in the ordinary course of
business.
Settlement and dealings
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will occur on 14 December 2010. Immediately
following Admission, the Company will have 43,532,500 Ordinary
Shares in issue.
The Placing Shares will, when issued, rank in full for all
dividends and other distributions declared, made or paid on the
Ordinary Shares following Admission and otherwise pari passu in all
respects with the existing Ordinary Shares.
The Circular
The Company will later today publish a Circular containing,
inter alia, further details of the Placing and a notice convening
the General Meeting at which the Resolutions will be proposed. The
Circular will be available at www.digitalbarriers.com.
Trading Update
Digital Barriers announced its unaudited interim results for the
seven months ended 30 September 2010 on 16 November 2010. Trading
since the end of the seven month period to 30 September 2010 has
been in line with management expectations.
Tom Black, Executive Chairman, commented:
"We have been delighted with the level of support our
shareholders have continued to show to the Company through this
Placing. We remain excited about the opportunities ahead of us to
continue to deliver on our strategy to become a leading provider of
specialist products and services to the homeland security and
specialist defence markets."
Enquiries:
Digital Barriers plc +44 (0) 20 7940 4740
Tom Black, Executive Chairman
Colin Evans, Managing Director
Zak Doffman, Development Director
Investec, Financial Adviser and Broker
to Digital Barriers +44 (0) 20 7597 5970
Andrew Pinder
Dominic Emery
Financial Dynamics, PR Adviser to Digital
Barriers +44 (0) 20 7831 3113
Edward Bridges
Matt Dixon
Investec Investment Banking, a division of Investec Bank plc,
which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for the Company
in connection with the Placing, and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Investec or for providing advice in relation
to the Proposals or any other matter in relation to the contents of
this announcement.
This announcement has been issued by Digital Barriers plc and is
the sole responsibility of the Company. This announcement has not
been approved by Investec for the purposes of section 21 of FSMA.
No representation or warranty, express or implied, is or will be
made as to or in relation to, and no responsibility or liability is
or will be accepted by Investec or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
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 securities or any offer or
invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, such securities by any person in any
circumstances, and in any jurisdiction, in which such offer or
solicitation is unlawful. Accordingly, copies of this announcement
are not being and must not be mailed or otherwise distributed or
sent in or into or from the United States, Canada, Australia,
Japan, the Republic of South Africa or the Republic of Ireland or
any other jurisdiction if to do so would constitute a violation of
the relevant laws of, or require registration thereof in, such
jurisdiction (each a "Restricted Jurisdiction") or to, or for the
account or benefit of, any United States, Canadian, Australian,
Japanese, South African or Irish person and any person receiving
this announcement (including, without limitation, custodians,
nominees and trustees) must not distribute or send it in or into or
from a Restricted Jurisdiction.
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",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements
regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Company's results
of operations, financial condition, liquidity, prospects, growth
strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or
implied by the forward-looking statements. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements in this announcement are based on
certain factors and assumptions, including the Directors' current
view with respect to future events and are subject to risks
relating to future
events and other risks, uncertainties and assumptions relating
to the Company's operations, results of operations, growth strategy
and liquidity. Whilst the Directors consider these assumptions to
be reasonable based upon information currently available, they may
prove to be incorrect. Save as required by law or by the AIM Rules,
the Company undertakes no obligation to publicly release the
results of any revisions to any forward-looking statements in this
announcement that may occur due to any change in the Directors'
expectations or to reflect events or circumstances after the date
of this announcement.
Expressions used in this announcement shall have the meanings
set out in the Appendix to this announcement.
Appendix
DEFINITIONS
In this announcement, the following expressions have the
following meanings, unless the context requires otherwise:
"Admission" the admission of the Placing Shares to trading
on AIM becoming effective in accordance with
the AIM Rules
"AIM" the AIM Market operated by the London
Stock Exchange
"AIM Rules" the AIM rules for companies as published
by the London Stock Exchange from time
to time
"Circular" the circular to Shareholders containing,
inter alia, details of the Placing and
the Notice of General Meeting
"Company" or "Digital Digital Barriers plc, a company incorporated
Barriers" and registered in England and Wales under
the 2006 Act with registered number 7149547
"Directors" the directors of the Company
"Enlarged Issued Share the enlarged issued share capital of the
Capital" Company immediately following Admission
"FSMA" the Financial Services and Markets Act
2000 (as amended)
"GBP" or "GBP" Pounds sterling
"General Meeting" the general meeting of the Company convened
for 10.00 a.m. on 13 December 2010 (or
any adjournment thereof) at which the
Resolutions will be proposed
"Group" the Company and its Subsidiaries
"Investec" Investec Investment Banking, a division
of Investec Bank plc
"Issued Share Capital" the issued ordinary share capital of the
Company as at 25 November 2010, being
the latest practicable date prior to the
posting of this document, being 24,782,500
Ordinary Shares
"London Stock Exchange" London Stock Exchange plc
"Notice of General Meeting" the notice of General Meeting to be set
out at the end of the Circular
"Ordinary Shares" ordinary shares of one penny each in the
capital of the Company
"Placing" the conditional placing of the Placing
Shares, by Investec as agent for and on
behalf of the Company, at the Placing
Price pursuant to the terms of the Placing
Agreement
"Placing Agreement" the conditional agreement dated 26 November
2010 between the Company and Investec
relating to the Placing, further details
of which are set out in this announcement
"Placing Price" 160 pence per Placing Share
"Placing Shares" the 18,750,000 new Ordinary Shares to
be issued pursuant to the Placing
"Proposals" the Placing, Admission and the approval
of the Resolutions
"Resolutions" the resolutions to be proposed at the
General Meeting and to be set out in the
Notice of General Meeting
"2006 Act" the Companies Act 2006 (as amended)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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