The information contained within this
announcement is deemed by the Company to constitute inside
information as stipulated under the UK version of the Market Abuse
Regulations (EU) No. 596/2014 ("MAR"). With the publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public
domain.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM,
AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER
TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON
WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF,
THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY
REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.
17 May 2024
ETHERNITY NETWORKS
LTD.
("Ethernity"
or the "Company")
Structured investment deed to
raise £800,000
Ethernity Networks Ltd (AIM: ENET.L), a leading
supplier of networking processing semiconductor technology ported
on field programmable gate arrays for virtualised networking
appliances is pleased to announce that it has entered into a
structured investment deed (the "Agreement") with New Technology
Capital Group, LLC ("New Tech") whereby New Tech will invest a
gross amount of £800,000 in the Company (the "Fundraise"). The
Fundraise is expected to close, and the Company expects to receive
the proceeds, next week ("Closing").
In consideration of the gross Fundraise
proceeds, New Tech has been granted a contingent warrant
exercisable over new ordinary shares of ILS 0.001 each ("Ordinary
Shares") as described below (the "Warrant"), and at Closing, the
Company will issue 40,000,000 new Ordinary Shares (the
"Subscription Shares") to New Tech.
The Warrant is initially exercisable at a price
of 1 pence per Ordinary Share for a period of 45 days from Closing.
The exercise price will be reset on the 45th day after Closing,
following which it will be calculated as the average of the lowest
five daily VWAPs of an Ordinary Share during the twenty trading
days before the receipt of a Warrant exercise notice by the
Company, less a 15% discount.
The Warrant has an eight-month exercise period
and can be exercised in full or in part with a maximum of five
exercise notices being issued in total. The amount
available to be exercised under the Warrant is
£800,000, less the value of the 40,000,000
Subscription Shares, calculated by reference to the relevant
exercise price, such that New Tech will be entitled to exercise the
Warrant only for an amount exceeding the difference between the
maximum amount of £800,000 (or a lower amount outstanding at the
time following prior exercise of the Warrant) and the value of
40,000,000 Subscription Shares at the relevant exercise
price. The exercise price of the Warrant is prefunded
by way of the £800,000 gross Fundraise amount and, accordingly, no
additional payment will be made by New Tech to the Company in
connection with the exercise of the Warrant.
Should the exercise price be above 1p
throughout the exercise period, then 40,000,000 is the maximum
number of additional Ordinary Shares that would be issued under the
Agreement.
The Company will use the net proceeds of the
Fundraise for general working capital purposes.
Ethernity
Networks CEO, David Levi, commented: "We are pleased to announce the successful
conclusion of this transaction. We have strong confidence in the
Company's future prospects, anticipating a rise in the Company's
value as we embark on strategic initiatives."
Total voting
rights
Application will be made for the admission of
40,000,000 Subscription Shares to trading on the AIM, and dealings
are expected to become effective on or about 24 May 2024
("Admission"). On Admission, these new Shares will rank pari passu
with the Company's existing Shares. Following Admission, the
Company will have 417,642,243 Ordinary Shares in issue with each
Ordinary Share carrying the right to one vote. There are no
Ordinary Shares currently held in treasury. The total number of
voting rights in the Company is therefore 417,642,243 and this
figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
For
further information, please contact:
Ethernity Networks
Ltd
Tel: +972 3 748 9846
David Levi, Chief Executive
Officer
Ayala Deutsch, Chief Financial
Officer
Allenby Capital Limited (Nominated Adviser and Joint Broker) Tel: +44
(0)20 3328 5656
James Reeve / Piers Shimwell
(Corporate Finance)
Amrit Nahal / Stefano Aquilino
(Sales and Corporate Broking)
CMC
Markets UK plc (Joint
Broker)
Tel: +44 (0)20 3003 8632
Douglas Crippen
Peterhouse Capital Limited (Joint
Broker)
Tel: +44 (0)20 7562 0930
Lucy Williams / Duncan Vasey / Eran
Zucker
About Ethernity (www.ethernitynet.com)
Ethernity Networks (AIM: ENET.L) provides
innovative, comprehensive networking and security solutions on
programmable hardware for accelerating telco/cloud networks.
Ethernity's semiconductor logic offers complete Carrier Ethernet
Switch Router data plane processing and control software with a
rich set of networking features, robust security, and a wide range
of virtual function accelerations to optimize telecommunications
networks. Ethernity's complete solutions quickly adapt to
customers' changing needs, improving time-to-market, and
facilitating the deployment of 5G, edge computing, and
NFV.