TIDMTWD
RNS Number : 9484F
Trackwise Designs PLC
20 November 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS
OF THE FUNDRAISING ARE SET OUT BELOW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF TRACKWISE DESIGNS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Terms not otherwise defined herein shall have the meanings given
in the section entitled "Definitions" at the end of this
Announcement.
TRACKWISE DESIGNS PLC
("Trackwise", the "Company" or the "Group")
Placing, Subscription and Open Offer
and
Notice of General Meeting
The Board of Trackwise Designs plc, a provider of specialist
products using printed circuit technology, is pleased to announce
that it has conditionally raised gross proceeds of GBP11 million by
way of the issue of an aggregate of up to 5,500,000 New Ordinary
Shares pursuant to a Placing of up to 5,490,000 New Ordinary Shares
and a Subscription of 10,000 New Ordinary Shares at an Issue Price
of 200 pence per New Ordinary Share.
In addition, the Company proposes to raise up to a further
approximately GBP1 million by the issue of a further up to 502,582
New Ordinary Shares pursuant to an Open Offer to Qualifying
Shareholders, also at the Issue Price (the Placing, Subscription
and Open Offer, together the "Fundraising").
The Fundraising requires Shareholder Resolutions to be passed by
the Company's Shareholders.
Highlights:
-- Oversubscribed Placing and Subscription with new and existing
institutional and other investors to raise gross proceeds of GBP11
million.
-- Requirement for increased IHT (Improved Harness
Technology(TM) ) manufacturing capacity due to the recently
announced EV OEM up to GBP38m manufacturing agreement, future
anticipated IHT demand and emerging Medical and Aerospace market
opportunities.
-- Growing pipeline of IHT revenue opportunities, prioritising
primary target markets of EV, Medical and Aerospace.
-- Placing and Subscription proceeds will fund a new additional
IHT manufacturing facility in the UK, together with providing
growth working capital.
-- Issue Price of 200 pence represents a discount of
approximately 7.9 per cent. to the volume weighted average price of
217.17 pence per Ordinary Share for the period of 18 September 2020
to 19 November 2020, being the date on which the Company recently
announced a new manufacturing agreement with an EV OEM through to
the Business Day prior to the announcement of the Fundraising.
-- Open Offer providing an opportunity for Qualifying
Shareholders, raising gross proceeds of up to a further
approximately GBP1 million of additional growth working capital,
further strengthening the Company's balance sheet. The Open Offer
is being made to provide an opportunity for participation in the
Fundraise by the Company's existing Shareholder base, and those
existing Shareholders taking part in the Placing and Subscription
will not be entitled to take part in the Open Offer.
Philip Johnston, CEO of Trackwise, commented: "It has been a
transformational 12 months for Trackwise, and the recent major
agreement with an Electric Vehicle manufacturer demonstrates the
significant traction our Improved Harness Technology(TM) is gaining
in the market.
"We are delighted by the support shown by new and existing
investors, providing us with the means to deliver against our
growing pipeline of revenue opportunities across our primary target
markets of EV, Medical and Aerospace, thereby maximising our
long-term growth."
Circular and General Meeting
A Circular to Shareholders in respect of the Placing,
Subscription and the Open Offer is expected to be posted to
shareholders later today giving notice of a General Meeting of the
Company. The General Meeting will be run as a closed meeting and
only essential personnel from the Company will attend. The meeting
will be held on 9 December 2020 at 10:00 a.m. at the offices of the
Trackwise at 1 Ashvale, Alexandra Way, Tewkesbury GL20 8N. A copy
of the Circular will later today be available on the Company's
website www.trackwise.co.uk . The Directors consider the
Resolutions to be set out in the Circular and Notice to be in the
best interests of the Company and the Shareholders as a whole. The
Directors who hold Ordinary Shares intend to vote in favour of the
Resolutions in respect of their shareholdings, representing in
aggregate approximately 31.09 per cent. of the Company's current
issued share capital as at the date of this announcement.
Further information on the Fundraising, including the Open
Offer, is set out below. This announcement should be read in its
entirety.
Enquiries:
Trackwise Designs plc +44(0)16 8429 9930
Philip Johnston, CEO www.trackwise.co.uk
Mark Hodgkins, CFO
finnCap Ltd +44(0)20 7220 0500
NOMAD and Broker
Ed Frisby / Matthew Radley - Corporate
Finance
Andrew Burdis / Tim Harper - ECM
Alma PR +44(0)20 3405 0205
Financial PR and IR
Caroline Forde / Josh Royston / David
Ison
Notes to editors
Trackwise is a UK-based manufacturer of specialist products
using printed circuit technology.
The full suite includes: Improved Harness Technology(TM) ("IHT")
and Advanced PCBs - Microwave and Radio Frequency ("RF"), Short
Flex, Flex Rigid and Rigid Multilayer products.
IHT uses a proprietary, patented process that Trackwise has
developed to manufacture multilayer flexible printed circuits of
unlimited length. While the technology has many applications, the
directors expect that one of its primary uses will be to replace
traditional wire harness in a variety of industries.
The Company manufactures on two sites, located in Tewkesbury and
Stevenage (following the acquisition of Stevenage Circuits Ltd in
April 2020). It serves customers in Europe and North America.
Trackwise Designs plc was admitted to trading on AIM in 2018
with the ticker TWD. For additional information please visit
www.trackwise.co.uk
No statement in this announcement is intended to be a profit
forecast or estimate and no statement in this announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The following text has been taken from the Circular to be sent
to Shareholders.
LETTER FROM THE CHAIRMAN
1. Introduction
The Company announced on 20 November 2020 that it had
conditionally raised GBP11 million (before expenses) by the issue
of up to 5,490,000 New Ordinary Shares pursuant to the Placing and
the Subscription of a total of up to 10,000 New Ordinary Shares at
200 pence per share (the "Issue Price"). In addition the Company
announced an Open Offer providing an opportunity for Qualifying
Shareholders, to raise gross proceeds of approximately GBP1 million
by the issue of up to 502,582 New Ordinary Shares also at the Issue
Price. The Issue Price represents a discount of approximately 7.9
per cent. to the volume weighted average price of 217.17 pence per
Ordinary Share for the period of 18 September 2020 to 19 November
2020, being the period the Company recently announced a new
manufacturing agreement with an electric vehicle OEM through to the
Business Day prior to the announcement of the Fundraising.
The Fundraising is conditional on, inter alia, the passing of
the Resolutions by the Shareholders at the General Meeting. If the
Resolutions are passed, the New Ordinary Shares are expected to be
allotted immediately after the General Meeting, conditional on
Admission, which is expected to occur at 8.00 a.m. on 10 December
2020. Should Shareholder approval not be obtained at the General
Meeting, neither the Placing, the Subscription nor the Open Offer
will proceed. Neither the Placing, the Subscription nor the Open
Offer has been underwritten.
The purpose of this letter is to outline the reasons for the
Fundraising, details of the Open Offer and explain why the Board
considers the Resolutions to be in the best interests of the
Company and Shareholders as a whole, and why the Directors
unanimously recommend that you vote in favour of the Resolutions,
as they intend to in respect of the Ordinary Shares held by them,
which represent in aggregate approximately 31.09 per cent. of the
Existing Ordinary Shares.
2. Background to and reasons for the Fundraising
The business was acquired by the Company which was previously
called Bremhold Limited, and was incorporated in 2000, but the
Trackwise business has been trading since 1989 and was historically
a provider of large antennae for the mobile phone industry. It
began the development for the manufacture of unlimited length
multiple layer flexible PCBs ("IHT") in 2012; the process patent
for which was granted in 2014.
Patents have since been granted in the United Kingdom, the
United States of America, Canada, the European Union and China with
an impending grant expected from Brazil.
IHT is a disruptive process technology that enables the
replacement of wire and wire harness in a wide variety of
applications where wire is used. Its key benefits, which are built
on the longstanding and well known benefits of flexible PCBs of
short length, is that it can reduce weight by up to 75 per cent.
when replacing incumbent technology, improve precision, reliability
and performance and the ability to support distributed electronics
or 'smart harness'. IHT is positioned to satisfy the demand for
lighter, smaller and more functional connectivity across a range of
applications in the electric vehicles ("EV"), aerospace, medical
devices, defence, industrial and telecoms industries.
The Company financed the development of the technology using the
retained profits of its traditional antenna business as well as
debt finance during the period up to 2018. The Company's shares
became quoted on the London Stock Exchange AIM market by way of
IPO, raising GBP5.5 million of new money.
The funding provided at the time of IPO enabled the development
of the capacity and capability to manufacture IHT and since then
the Company has enabled the roll-to-roll manufacture of IHT such
that it is now in a position to begin larger scale production of
IHT for a range of customers.
In September 2020 the Company was able to announce the
culmination of 2 years development work with an EV OEM for the
supply of flexible battery harnesses made using the technology and
know-how developed by the business for its IHT product. This
contract has the potential to generate revenues of up to GBP38
million over the next 3 financial years. The contract includes
material compensation payments from the EV OEM if minimum order
volumes are not placed. An initial GBP0.6 million order was
announced in February 2020 and the contract has the potential for
revenue of up to GBP5 million in 2021.
Earlier in 2020, the Company had acquired Stevenage Circuits
Limited (CRN: 01059497) to enable it to transfer its traditional
antenna business to Stevenage thereby: retaining the antenna
component of the business, increasing the solid base of the
advanced printed circuit board (APCB) business, whilst at the same
time freeing up production capacity at its principal IHT site in
Tewkesbury to meet the first wave of the series production for the
EV OEM.
However, it is clear that the demand from the EV OEM will in
time outstrip the capacity that the Company has in Tewkesbury and
with growing interest from medical appliance customers, aerospace
and other industrial users, this necessitates further production
capacity to be enabled to meet the demand foreseen.
The Company has identified a new leasehold site near Gloucester,
UK for the purposes of meeting this additional demand and the
Fundraising has been sought to meet not only the cost of the laying
down of the factory: plant and machinery capital expenditure and
fit out costs, but also further growth working capital. The Company
sets out herein, an Open Offer for Qualifying Shareholders to
subscribe for Ordinary Shares at the Issue Price to enable
non-institutional shareholders to participate as they may wish.
3. Use of proceeds
The Company is proposing to raise gross proceeds of
approximately GBP12 million from the Fundraising. The net proceeds
(after deducting the costs and expenses of the Fundraising), along
with the Company's existing cash resources are intended to be used
to increase IHT manufacturing capacity, triggered by the recent EV
contract win, future anticipated IHT demand and emerging Medical
and Aerospace market opportunities. In addition, proceeds of the
Fundraising will provide additional growth working capital.
4. Information on the Fundraising and terms of the Placing Agreement
The Company proposes to raise approximately GBP11 million
(before expenses) through the issue of the Placing Shares at the
Issue Price. The Issue Price represents a discount of approximately
7.9 per cent. to the volume weighted average price of 217.17 pence
per Ordinary Share for the period of 18 September 2020 to 19
November 2020, being the period the Company recently announced a
new manufacturing agreement with an EV OEM through to the Business
Day prior to the announcement of the Fundraising. The Issue Price
represents a discount of 45.2 per cent. to the closing mid-market
price of an Ordinary Share of 365 pence on 19 November 2020, being
the Business Day prior to the announcement of the Fundraising.
Pursuant to the terms of the Placing Agreement finnCap as agent
and broker for the Company, has conditionally agreed to use its
reasonable endeavours to place the Placing Shares with certain
institutional and other investors. The Placing Agreement is
conditional upon, amongst other things, the Resolutions being duly
passed at the General Meeting and Admission becoming effective on
or before 8.00 a.m. on 10 December 2020 (or such later time and/or
date as the Company and finnCap may agree, but in any event by no
later than 8.00 a.m. on 8 January 2021).
The Placing Agreement contains warranties from the Company in
favour of finnCap in relation to, amongst other things, the
accuracy of the information in this document and other matters
relating to the Company and its business. In addition, the Company
has agreed to indemnify finnCap and their affiliates in relation to
certain liabilities they may incur in respect of the Placing.
finnCap can terminate the Placing Agreement at any time prior to
Admission in certain circumstances, including in the event of a
material breach of the warranties given in the Placing Agreement,
the failure of the Company to comply with its obligations under the
Placing Agreement, the occurrence of a force majeure event which in
finnCap's opinion make it inadvisable or impractical to proceed
with the Placing, or a material adverse change affecting the
financial, operational or legal condition of the Company. If this
right is exercised the Placing will not proceed. The Placing is not
being underwritten by finnCap. The Company has agreed to pay
certain fees and commissions to finnCap in respect of the
Fundraising.
Application will be made for the Placing Shares to be admitted
to trading on AIM and it is expected that, subject to the passing
of the Resolutions, Admission will become effective and that
dealings in the Placing Shares will commence at 8.00 a.m. on 10
December 2020. The Placing Shares will, if and when issued, rank
pari passu in all respects with the Existing Ordinary Shares
including the right to receive dividends and other distributions
declared following Admission.
5. Effect of the Placing, Subscription and Open Offer
Application will be made for the Placing Shares, the
Subscription Shares and the Open Offer Shares to be admitted to
trading on AIM. Conditional upon, inter alia, the passing of the
Resolutions, it is expected that Admission will occur on or around
8.00 a.m. on 10 December 2020.
Following Admission, the Company's Enlarged Share Capital will
comprise 28,116,204 Ordinary Shares, each with voting rights in the
Company. This figure may be used by shareholders in the Company as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change in
the interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
The issue of the Placing Shares is conditional, amongst other
things, on the passing of the Resolutions at the General Meeting
and admission of the Placing Shares to trading on AIM.
6. Current trading and financial position
The Company has a 31 December financial year end and acquired
Stevenage Circuits Limited ("SCL") on 1 April 2020. For the ten
months to 31 October 2020 the Company (including a seven month
contribution from SCL) has achieved:
-- Total revenue of approximately GBP4.84 million (unaudited)
(year to 31 Dec 2019: GBP2.91 million)
-- IHT revenue of GBP0.45 million (unaudited) (year to 31 Dec 2019: GBP0.94 million)
-- Adjusted* EBITDA of GBP0.60 million (unaudited earnings
before interest, tax, depreciation and amortisation) (year to 31
Dec 2019: GBP0.57 million)
-- Adjusted* loss before tax of GBP0.37 million (unaudited)
(year to 31 Dec 2019: profit of GBP0.23 million)
-- Reported profit after tax of GBP0.97 million (unaudited,
which benefits from the GBP1.545 million negative goodwill (credit)
arising on the acquisition of SCL) (year to 31 Dec 2019: loss of
GBP0.05 million)
*Before share based payments, acquisition expenses, and
excluding the negative goodwill (credit) arising on the acquisition
of SCL. 2019 also excluded GBP28k severance and GBP57k Brexit
protection exchange loss
Net debt (cash and cash equivalents less plant and machinery
asset financing debt; excludes IFRS16 lease debt) at 31 October
2020 was approximately GBP0.11 million (unaudited). Whilst the
Company's order book and opportunities for IHT are at record
levels, sales of IHT & Advanced PCBs products have been
impacted in 2020 by the ongoing COVID-19 pandemic. The Company has
an IHT & Advanced PCBs orderbook of approximately GBP2.24
million (unaudited). The Company's 2021 financial year is expected
to see an uplift in revenues benefiting from the EV OEM contract
announced in September 2020 referred to above which is expected to
see sales to this customer reach full rate in the fourth quarter of
2021, and benefiting from the first full year of ownership of
Stevenage Circuits Limited.
7. Director participation in the Placing, Subscription and Open Offer
The following Directors have agreed to subscribe for an
aggregate of 20,000 Placing Shares and 5,000 Subscription Shares as
set out below.
Director Board Position Amount Number Number Holding of % of Enlarged
(GBP) of Placing of Subscription Ordinary Shares Issued Share
Shares Shares post-Admission* Capital*
at the at the
Issue Price Issue Price
Mark Hodgkins CFO GBP25,000 12,500 - 148,869 0.53%
Non-Executive
Susan McErlain Director GBP15,000 7,500 - 7,500 0.03%
Charles Non-Executive
Cattaneo Director GBP10,000 - 5,000 15,000 0.05%
* Assuming the Open Offer is fully taken up.
8. Related Party Transaction
The Directors' aggregate participation in the Fundraising, as
set out above, constitutes a related party transaction pursuant to
Rule 13 of the AIM Rules. The Company's independent directors
(being Ian Griffiths and Philip Johnston) consider, having
consulted with the Company's nominated adviser, finnCap, that the
terms upon which the Directors are participating in the Fundraising
are fair and reasonable insofar as the Company's shareholders are
concerned.
9. General Meeting
The Directors do not currently have sufficient authority to
allot in full the New Ordinary Shares. Accordingly, the Board is
seeking the approval of Shareholders to allot the New Ordinary
Shares at the General Meeting, together with approval to disapply
pre-emption rights.
Shareholders should be aware that if any of the Resolutions are
not passed, the Fundraising will not proceed. A notice convening
the General Meeting, which is to be held at 10.00 a.m. on 9
December 2020 at the offices of the Company at 1 Ashvale, Alexandra
Way, Tewkesbury, Gloucestershire GL20 8NB, is set out at the end of
this document.
The General Meeting will be run as a closed meeting and only
essential personnel from the Company will attend.
A Form of Proxy for use by the Shareholders in connection with
the General Meeting is also enclosed. At the General Meeting, the
following Resolutions will be proposed:
Resolution 1 is an ordinary resolution and requires a simple
majority of those voting to vote in favour of that Resolution 1.
Resolution 2 is a special resolution and will require not less than
75 per cent. of those voting in person or on a poll by proxy to
vote in favour of this Resolution 2.
The authorities to be granted pursuant to Resolution 1 and
Resolution 2 shall expire on the date which is 15 months from the
date of the Resolutions or if earlier the conclusion of the next
annual general meeting of the Company (unless renewed, varied or
revoked by the Company prior to or on that date).
10. Open Offer
In order to provide Shareholders with an opportunity to
participate, the Company is inviting all Qualifying Shareholders to
subscribe at the Issue Price for an aggregate of 502,582 Open Offer
Shares at the Issue Price. This allows those Shareholders to
participate on a pre-emptive basis whilst providing additional
capital for the Company. Any Placees who are existing Shareholders
of the Company will not be entitled to take part in the Open
Offer.
Qualifying Shareholders are being given the opportunity to apply
for additional Open Offer Shares in excess of their pro rata
entitlements to the extent that other Qualifying Shareholders do
not take their entitlements up in full. The Open Offer Shares have
not been placed subject to clawback and have not been
underwritten.
The latest time for application under the Open Offer to be
received is be 11.00 a.m. on 8 December 2020. The procedure for
application and payment depends on whether, at the time at which
application and payment is made, you have an Application Form in
respect of your Open Offer Entitlements or have Open Offer
Entitlements credited to your stock account in CREST in respect of
such entitlement. Further details of the Open Offer are set out in
Part II of this document.
11. Actions to be taken
Please check that you have received the following with this
document:
-- a Form of Proxy for use in respect of the General Meeting; and
-- a reply-paid envelope for use in connection with the return
of the Form of Proxy (in the UK only).
In light of the prevailing guidance from the UK Government in
relation to the Covid-19 outbreak and specifically the restrictions
on unnecessary travel and large gatherings, the General Meeting
will be convened with the minimum quorum of Shareholders (which
will be facilitated by the Company's management) in order to
conduct the business of the meeting. The General Meeting will thus
be a closed meeting with Shareholders not permitted to attend in
person. Instead of attending the General Meeting, we urge
Shareholders to vote by proxy on the Resolutions as early as
possible. Given the restrictions on attendance, the Board strongly
recommends that Shareholders appoint the Chair of the General
Meeting as their proxy (and not any named individual as they will
not be able to attend the meeting). In the interests of safety, any
proxy who is not the Chair of the General Meeting or any
Shareholder attending the General Meeting in person (other than
those required for a quorum to exist) will be denied access to the
General Meeting. The Company will continue to closely monitor the
developing impact of Covid-19, including the latest UK Government
guidance. Should it become appropriate to revise the current
arrangements for the General Meeting, any such changes will be
notified to Shareholders through our website at
www.trackwisedesigns.co.uk and, where appropriate, by announcement
made by the Company to a Regulatory Information Service.
You are strongly encouraged to complete, sign and return your
Form of Proxy in accordance with the instructions printed thereon
as soon as possible, but in any event so as to be received, by post
or, during normal business hours only, by hand, by no later than
10.00 a.m. on 7 December 2020 (or, in the case of an adjournment of
the General Meeting, not later than 48 hours before the time fixed
for the holding of the adjourned meeting).
If you hold your shares in the Company in uncertificated form
(that is, in CREST) you may vote using the CREST Proxy Voting
service in accordance with the procedures set out in the CREST
Manual (please also refer to the accompanying notes to the Notice
of the General Meeting set out at the end of this document).
Proxies submitted via CREST must be received by the Company's agent
(Equiniti) by no later than 11.00 a.m. on 7 December 2020 (or, in
the case of an adjournment, not later than 48 hours before the time
fixed for the holding of the adjourned meeting).
Appointing a proxy in accordance with the instructions set out
above will enable your vote to be counted at the General Meeting.
The action to be taken by Qualifying Shareholders in connection
with the Open Offer is set out in Part II of this document.
If you are in any doubt as to what action you should take, you
should immediately seek your own personal financial advice from
your stockbroker, bank manager, solicitor, accountant or other
independent professional adviser duly authorised under the FSMA if
you are resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
12. Recommendation
Shareholders should be aware that if any of the Resolutions are
not passed, the Fundraising will not proceed.
The Directors believe that the Resolutions to be proposed at the
General Meeting are in the best interests of the Company and
Shareholders as a whole and unanimously recommend that Shareholders
vote in favour of the Resolutions.
The Directors intend to vote in favour of the Resolutions in
respect of, in aggregate, 6,874,049 Existing Ordinary Shares,
representing approximately 31.09 per cent. of the Existing Ordinary
Shares.
Yours faithfully
Ian Griffiths
Chairman
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record date for entitlements under the close of business on
Open Offer 18 November 2020
Publication of this document, Form of 20 November 2020
Proxy and Application Form
Ex-entitlement date for Open Offer 8 a.m. on 20 November
2020
Open Offer Entitlements and Excess CREST 8 a.m. on 23 November
Open Offer Entitlements credited to stock 2020
accounts of Qualifying CREST Shareholders
Recommended latest time for withdrawal 4:30 p.m. on 2 December
of Open Offer Entitlements from CREST 2020
Latest time for depositing Open Offer 3:00 p.m. on 3 December
in to CREST 2020
Latest time and date for splitting of 3:00 p.m. on 4 December
Application Forms (to satisfy bona fide 2020
market claims only)
Latest time and date for receipt of completed 11:00 a.m. on 8 December
Application Forms and payment in full 2020
under the Open Offer
CREST accounts credited in respect of On or soon after 8
Placing Shares, Subscription Shares and a.m. on 10 December
Open Offer Shares in uncertificated form 2020
Latest time and date for receipt of Forms 10:00 a.m. on 7 December
of Proxy 2020
General Meeting 10:00 a.m. on 9 December
2020
Announcement of the results of the General 9 December 2020
Meeting and Open Offer
Admission and commencement of dealings 8:00 a.m. on 10 December
in the Placing Shares, Subscription Shares 2020
and the Open Offer Shares on AIM
Dispatch of definitive share certificates 21 December 2020
for Placing Shares, Subscription Shares
and Open Offer Shares in certificated
form
ISSUE STATISTICS
Number of Existing Ordinary Shares 22,113,622
Issue Price
200 pence
Number of Placing Shares 5,490,000
Number of Subscription Shares 10,000
Number of Open Offer Shares* 502,582
Proceeds of the Fundraising (before expenses)* GBP12.0 million
Enlarged Share Capital following Admission(1)
* 28,116,204
Percentage of Enlarged Share Capital represented 21.35 per cent.
by the Placing Shares, the Subscription Shares
and the Open Offer Shares*
Market Capitalisation of the Company at the GBP56.23 million
Issue Price upon Admission*
Notes:
(1) Assuming full issuance of the Placing Shares, Subscription
Shares and Open Offer Shares
*Assuming the Open Offer is taken up in full
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Admission" the admission of the Placing Shares and
the Open Offer Shares to trading on AIM
becoming effective in accordance with
the AIM Rules
"AIM" AIM, a market operated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange from time
to time
"Application Form" the personalised application form to be
posted to Qualifying Shareholders for
use in connection with the Open Offer
"Board" or "Directors" the directors of the Company whose names
are set out on page 6 of this document
"Business Day" any day on which banks are usually open
in England and Wales for the transaction
of sterling business, other than a Saturday,
Sunday or public holiday
"certificated" or a share or other security not held in
"in certificated form" uncertificated form (that is, not in CREST)
"Chairman" the chairman of the Board
"Company" or "Trackwise" Trackwise Designs plc, a company incorporated
in England and Wales with registered number
03959572
"CREST" a relevant system (as defined in the CREST
Regulations) in respect of which Euroclear
is the Operator (as defined in the CREST
Regulations)
"CREST Manual" the CREST Manual referred to in agreements
entered into by Euroclear and available
at www.euroclear.com
"CREST member" a person who has been admitted to CREST
as a system-member (as defined in the
CREST Regulations)
"CREST member account the identification code or number attached
ID" to a member account in CREST
"CREST participant" a person who is, in relation to CREST,
a system-participant (as defined in the
CREST Regulations)
"CREST participant shall have the meaning given in the CREST
ID" Manual
"CREST payment" shall have the meaning given in the CREST
Manual
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) as amended from time
to time
"CREST sponsor" a CREST participant admitted to CREST
as a CREST sponsor
"CREST sponsored member" a CREST member admitted to CREST as a
CREST sponsored member
"Enlarged Share Capital" the issued share capital of the Company
immediately after Admission as enlarged
by the issue and allotment of the Placing
Shares and the Open Offer Shares
"Excess Application the arrangement under which Qualifying
Facility" Shareholders may apply for any number
of Open Offer Shares in excess of their
own Open Offer Entitlement
"Excess CREST Open in respect of each Qualifying Shareholder
Offer Entitlement" the entitlement (in addition to their
own Open Offer Entitlement) to apply for
Open Offer Shares pursuant to the Excess
Application Facility
"Existing Ordinary the issued share capital of the Company
Shares" as at the date of this document, being
22,113,622 Ordinary Shares
"Euroclear" Euroclear UK & Ireland Limited
"Financial Conduct the Financial Conduct Authority (and its
Authority" or "FCA" predecessor, the Financial Services Authority)
in its capacity as the competent authority
for the purposes of Part VI of FSMA
"Form of Proxy" the enclosed form of proxy for use by
Shareholders in connection with the General
Meeting
"FSMA" the Financial Services and Markets Act
2000 (as amended)
"Fundraising" the Placing, the Subscription and the
Open Offer
"General Meeting" the general meeting of the Company to
be held at 10:00 a.m. on 9 December 2020
(or any reconvened meeting following any
adjournment of the general meeting), notice
of which is set out at the end of this
document
"IHT" Improved Harness Technology
"Issue Price" 200 pence per New Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"Money Laundering the money laundering and terrorist financing
Regulations" provisions of the Criminal Justice Act
1993, the Terrorism Act 2000, the Proceeds
of Crime Act 2002, the Terrorism Act 2006
and the Money Laundering Regulations 2007,
the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on
the Payer) Regulations 2017
"New Ordinary Shares" the new Ordinary Shares to be issued by
the Company pursuant to the Fundraising
"Notice" or "Notice the notice of the General Meeting set
of General Meeting" out at the end of this document
"Open Offer" the offer to Qualifying Shareholders,
being an invitation to apply for Open
Offer Shares on the terms and conditions
set out in this document and, where applicable,
the Application Form
"Open Offer Entitlement" an entitlement of a Qualifying Shareholder
pursuant to the Open Offer to apply for
1 Open Offer Shares for every 44 Existing
Ordinary Shares held by them at the Record
Date
"Open Offer Shares" the 502,582 New Ordinary Shares which
are the subject of the Open Offer
"Ordinary Shares" ordinary shares of 4 pence each in the
share capital of the Company
"Overseas Shareholders" shareholders who are resident in or a
citizen of a country outside the United
Kingdom
"Placees" subscribers for the Placing Shares
"Placing" the conditional placing by finnCap, as
agent of and on behalf of the Company,
of the Placing Shares on behalf of the
Company on the terms and subject to the
conditions contained in the Placing Agreement
"Placing Agreement" the conditional placing agreement dated
20 November 2020 between the Company and
finnCap relating to the Placing
"Placing Shares" the New Ordinary Shares to be issued to
Placees pursuant to the Placing
"Proposals" the Placing and the Open Offer and other
matters contained in this document
"Prospectus Rules" the rules made by the FCA under Part VI
of FSMA in relation to offers of transferable
securities to the public and admission
of transferable securities to trading
on a regulated market
"Record Date" close of business on 18 November 2020
"Registrar " or "Receiving Equiniti Limited, registrars to the Company
Agents"
"Regulatory Information has the meaning given to it in the AIM
Service" Rules
"Resolutions" the resolutions to be proposed at the
General Meeting, as set out in the Notice
of General Meeting
"Restricted Jurisdiction" United States of America, Canada, Australia,
Japan, New Zealand and the Republic of
South Africa and any other jurisdiction
where the extension or availability of
the Fundraising would breach any applicable
law
"Shareholders" holders of Ordinary Shares
"Subscribers" the subscribers for the Subscription Shares
pursuant to the Subscription
"Subscription" the subscription of 10,000 New Ordinary
Shares by the Subscribers pursuant to
the Subscription Letters
"Subscription Letters" the conditional subscription letters dated
20 November 2020 between the Company and
the Subscribers in connection with the
Subscription
"Subscription Shares" the 10,000 New Ordinary Shares allotted
and to be issued pursuant to the Subscription
Letters and which are expected to be admitted
to trading on AIM on Admission
"stock account" an account within a member's account in
CREST to which a holding of a particular
share or other security in CREST is credited
"Qualifying CREST Qualifying Shareholders holding Existing
Shareholders" Ordinary Shares in uncertificated form
via CREST
"Qualifying non-CREST Qualifying Shareholders holding Existing
Shareholders" Ordinary Shares in certificated form
"Qualifying Shareholders" shareholders whose Ordinary Shares are
on the register on the Record Date with
the exception of Overseas Shareholders
"uncertificated" recorded on the register of members of
or "in uncertificated the Company as being held in uncertificated
form" form in CREST and title to which, by virtue
of the CREST Regulations, may be transferred
by means of CREST
"United Kingdom" the United Kingdom of Great Britain and
or "UK" Northern Ireland
"UK Listing Authority" the FCA acting in its capacity as the
competent authority for the purposes of
Part VI of FSMA
"United States" or the United States of America
"US"
"GBP", "pounds sterling", UK pounds sterling, the lawful currency
"penny" or "pence" of the United Kingdom
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END
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