Corero Network Security PLC Proposed Fundraising (9537A)
March 30 2017 - 1:01AM
UK Regulatory
TIDMCNS
RNS Number : 9537A
Corero Network Security PLC
30 March 2017
30 March 2017
Corero Network Security plc
("Corero" or the "Company")
Proposed Fundraising
Corero Network Security plc (AIM: CNS), the AIM listed network
security company, today announces its intention to raise
approximately GBP5.0 million from a proposed conditional placing
and subscription (the "Fundraising"). It is expected that the
Fundraising, when launched, will be conducted at a price of 5.0
pence per new ordinary share of 1 pence each ("Ordinary Share")
(the "Placing Price").
Jens Montanana, the Company's Chairman, has indicated to the
Board that he proposes to subscribe for no less than GBP4.2 million
of the Fundraising. Mr Montanana has communicated to the Board that
any such proposed investment in the Company will be conditional on
him increasing his shareholding in the Company to above 50 per
cent. of the issued share capital of the Company as enlarged by the
Fundraising. As Mr Montanana currently holds 34.1 per cent. of the
Company's issued share capital, without a waiver of the obligations
under Rule 9 of the Takeover Code ("Rule 9 Waiver"), he would be
obliged to make a general offer to Company shareholders if he
increased his shareholding. Further Mr Montanana and Andrew Miller,
who is deemed to be acting in concert with Mr Montanana (together,
the "Concert Party"), have an interest in the Company over a total
of 2,921,000 options over Ordinary Shares ("CP Share Options").
Should the Concert Party exercise their rights under the CP Share
Options without a Rule 9 Waiver, they would be obliged to make a
general offer to Company shareholders. Accordingly, the Company is
seeking consent from the Panel on Takeovers and Mergers ("Panel")
to waive the obligation on the Concert Party to make a general
offer that would otherwise arise as a result of the issue of
Ordinary Shares to the Concert Party under the Fundraising and/or
the exercise of the CP Share Options.
The Panel's waiver (if given) will be subject to the approval of
independent shareholders, being shareholders excluding both members
of the Concert Party and any other shareholders who subscribe for
Ordinary Shares in the Fundraising ("Independent Shareholders"),
taken on a poll at a general meeting of the Company.
A circular containing a notice of general meeting is currently
being prepared by the Company and will be sent to shareholders when
the Fundraising announcement is made (assuming that the Fundraising
proceeds). In the notice of general meeting, Independent
Shareholders will be asked to consider and vote on the resolution
approving the Rule 9 Waiver on a poll and shareholders as a whole
will be asked to approve the issue of Ordinary Shares pursuant to
the Fundraising. The circular will be sent to all shareholders in
due course and an announcement will be made when the circular is
posted.
In the event that a Rule 9 Waiver is not obtained or the
authorities necessary to authorise the Directors to complete the
Fundraising are not approved by the requisite majorities or if the
Company for whatever reason decides not to proceed with, and make,
the Fundraising, the Company will be required to immediately secure
alternative financing. The Company cannot be certain that suitable
financing would be available in the required amounts or on
acceptable terms for the working capital requirements of the
Company.
Further details on the Fundraising will be released in due
course alongside the Company's annual audited results for the year
ended 31 December 2016.
This announcement contains inside information.
Enquiries:
Corero Network Security plc
Andrew Miller, CFO Tel: 01895 876
382
Cenkos Securities plc Tel: 020 7397
8900
Bobbie Hilliam - NOMAD
Alex Aylen - Corporate Broking
Redleaf Communications Tel: 020 7382
4747
Rebecca Sanders-Hewett/David Ison/Susie cns@redleafpr.com
Hudson
About Corero Network Security
Corero Network Security is a leader in real-time,
high-performance DDoS defense solutions. Service providers, hosting
providers and online enterprises rely on Corero's award winning
technology to eliminate the DDoS threat to their environment
through automatic attack detection and mitigation, coupled with
complete network visibility, analytics and reporting. This
next-generation technology provides a First Line of Defense(R)
against DDoS attacks in the most complex environments while
enabling a more cost effective economic model than previously
available. For more information, visit www.corero.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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