TIDMITM
RNS Number : 2271V
ITM Power PLC
26 January 2017
26 January 2017
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, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND, NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN ITM POWER PLC OR ANY OTHER ENTITY
IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF ITM POWER
PLC.
This announcement contains inside information
ITM Power plc
("ITM Power", "the Group" or the "Company")
Confirmation of successful GBP5.7 million fundraise subject to
shareholder approval
ITM Power (AIM: ITM), the energy storage and clean fuel company,
is pleased to announce that, following the announcement made
earlier today entitled "Proposed Accelerated Bookbuild to raise a
minimum of GBP5.5 million", the Company has raised a total of
GBP5.7 million (before expenses) by means of an accelerated
bookbuild with new and existing investors, of 33,720,203 Firm
Placed Shares at a price of 17 pence per share.
The Firm Placing is subject to the passing of certain
resolutions at the General Meeting. Shareholder approval in respect
of the Firm Placing will be sought at the General Meeting, which is
being convened for 11.00 a.m. on 16 February 2017 at the offices of
Burges Salmon LLP, 6 New Street Square, London EC4A 3BF. Provided
that the Resolutions are passed and the Firm Placing has otherwise
become unconditional, completion of the Firm Placing is expected to
take place on 17 February 2017. A circular convening the General
Meeting is expected to be posted to Shareholders shortly.
Key Highlights
-- Placing to raise GBP5.7 million through the issue of 33,720,203 Firm Placed Shares
-- Placing Price of 17 pence per Placing Share
-- The Placing is with existing and new institutional investors and certain Directors
-- Zeus Capital acted as sole bookrunner in respect of the accelerated bookbuild
General Meeting
A Circular, extracts of which are set out below, and a notice of
General Meeting will be posted to Shareholders shortly to explain
the background to the Firm Placing, to set out the reasons why the
Board believes it to be in the best interests of the Company and
its Shareholders and to seek Shareholder approval for the
Resolutions at the General Meeting, which is being convened for
11.00 a.m. on 16 February 2017 at the offices of Burges Salmon LLP,
6 New Street Square, London EC4A 3BF.
Unless otherwise defined, all capitalised terms in this
announcement are defined at the end of this announcement.
Additional information relating to the Firm Placing is contained
below in this announcement.
Graham Cooley, CEO, said:
"We are pleased to announce this successful placing to raise
GBP5.7 million which demonstrates clear support from both new and
existing shareholders.
The proceeds of the placing will help to ensure that we have the
required working capital to deliver our current pipeline and future
growth. The Company is looking forward to an exciting phase of
delivery and the proceeds of the placing will strengthen our
balance sheet and enable us to be more competitive in tenders".
For further information please visit www.itm-power.com or
contact:
ITM Power plc
Graham Cooley, CEO +44 (0)114 244 5111
Zeus Capital
Andrew Jones / Jonathan Sharp / Hugh Kingsmill
Moore +44 (0)20 3829 5000
Tavistock
Simon Hudson / James Collins +44 (0)20 7920 3150
About ITM Power plc:
ITM Power manufactures integrated hydrogen energy solutions
which are rapid response and high pressure that meet the
requirements for grid balancing and energy storage services, and
for the production of clean fuel for transport, renewable heat and
chemicals. ITM Power was admitted to the AIM market of the London
Stock Exchange in 2004 and is a founder member of the Social Stock
Exchange. In 2016 the Group has continued its work on the Hyfive
project, opening two refuelling stations in London, and signed fuel
contracts with Arcola Energy, Commercial Group and Arval. The Group
currently has GBP16.98m of projects under contract and a further
GBP1.37m in the later stages of negotiation (GBP18.35m in total).
www.itm-power.com.
Information relating to the Firm Placing
1. Introduction
The Company announced today that it proposes to undertake a Firm
Placing to raise approximately
GBP5.7 million (before expenses) through the issue of Firm
Placed Shares at an issue price of 17 pence per Firm Placed
Share.
The Issue Price represents a discount of 3.52 per cent. to the
Closing Price on the Latest Practicable Date. Application will be
made to the London Stock Exchange for the Firm Placed Shares to be
admitted to trading on AIM. It is expected that Admission will
occur on 17 February 2017. The Firm Placing is conditional, inter
alia, on the passing of certain resolutions at the General
Meeting.
The purpose of this announcement is to set out the background
to, and the reasons for, the Firm Placing. It explains why the
Directors consider the Firm Placing to be in the best interests of
the Company and its Shareholders as a whole. It also recommends
that Shareholders vote in favour of the Resolutions to be proposed
at the General Meeting, as the Directors intend to do themselves in
respect of their own beneficial shareholdings.
Shareholder approval will be sought in respect of the Firm
Placing at the General Meeting which is convened for 11.00 a.m. on
16 February 2017 at the offices of Burges Salmon LLP, 6 New Street
Square, London EC4A 3BF.
2. Overview of ITM
ITM manufactures integrated hydrogen energy solutions which
offer rapid response and high pressure
delivery designed to meet the requirements for grid balancing
and energy storage services, and for the production of clean fuel
for transport, renewable heat and chemicals. The Group operates
through two principal divisions:
(a) power to gas energy storage: the Group's 'Power-to-Gas'
model is a commercial proposition which offers utility companies
energy storage options. ITM provides grid balancing services,
converting excess energy in the power network into hydrogen for
injection into the gas network.
ITM delivered the world's first Proton Exchange Membrane
Power-to-Gas plant in 2013 and supplied a second Power-to-Gas
system to RWE in 2015. More recently, the Group received its first
order for Power to Gas equipment from National Grid.
The Group considers it has a competitive advantage for Power to
Gas systems because it can offer sub-one second response times
("rapid response") for full system turn on and turn off; and
because this rapid response electrolysis can be offered at pressure
up to 80 bar.
(b) clean fuel: the Group's refuelling model incorporates the
work of national hydrogen infrastructure initiatives to support the
growth of hydrogen as a transport fuel, for use in cars and buses
initially, with further transport applications in the future. ITM
has existing commercial fuel contracts with a number of companies,
and in 2016 opened two refueling stations in London as part of the
HyFive programme, a programme funded by the Fuel Cell and Hydrogen
Joint Undertaking. ITM Power has also delivered its first refueling
station to a Shell forecourt which is intended to open to the
public in quarter one of 2017.
The Group has won contracts to supply on-site hydrogen
generation equipment for refuelling in both the UK and California,
building or to build nine stations in the UK and two in the US.
In March 2015 the Company received a strategic investment of
GBP4.9 million from JCB, to fund working
capital and projects under contract. In February 2016 JCB
invested a further GBP1.2 million into the Company through the open
offer announced in January 2016. JCB is the world's third largest
construction equipment manufacturer by volume.
3. Background to and reasons for the Firm Placing and use of proceeds
As at 24 January 2017 ITM had GBP16.98 million of projects under
contract and a further GBP1.37 million in the later stages of
negotiation (GBP18.35 million in total). A number of these projects
are commercial agreements requiring upfront expenditure from the
Company, with the corresponding income typically received towards
the end of the contract, providing a working capital shortfall
during the earlier stages of the agreement. The Directors intend to
use the proceeds of the Firm Placing to:
-- generate working capital to support the project order book;
-- move toward achieving a positive cash flow position; and
-- strengthen the Company's balance sheet, to assist in meeting
tender requirements, in particular with regards to obtaining
upfront payment terms from customers.
Cash flow remains a key consideration for the Board, and the
presiding financial objective for ITM is the achievement of a
positive cash flow in the medium term. To manage working capital
demands and mitigate the impact of existing projects with cash
receipts towards the end of the contractual agreement, the Company
is seeking a move towards quoting for potential sales with upfront
payment terms, thus reducing the initial working capital outlay of
such commercial projects. On certain projects, working capital is
also enhanced through working with, and receiving support from,
partners on the development of technology.
Continued Product Development
The Directors' immediate objective in terms of product
development is to focus on the scale up of proven electrolysis
equipment, allowing penetration of larger markets. The Directors
believe this approach to be a direct response to market demand from
sales enquiries, trade fairs and marketing events. Product
development, and in particular upscaling of product offering, is
expected to be achieved through securing and utilising project
funding. The Company intends to launch designs for potential 100MW
systems for applications in the chemical and large utility industry
at the Hannover Messe in April 2017, utilising scale up of existing
ITM technologies.
4. Current trading and outlook
On 26 January the Company announced its interim results for the
six month period to 31 October 2016. The Group has recognised total
revenue and grant funding of GBP2.97 million in the period and
currently has GBP16.98 million of projects under contract with a
further GBP1.37 million of contracts in the later stages of
negotiation, making a total pipeline of GBP18.35 million. In the
2016 calendar year, orders have totalled GBP15.68 million,
representing an increase of 100 per cent. year on year. Given the
current contracted order book, the Directors remain confident of
delivering full year results in line with market expectations.
A copy of the interim results is available on the Company's
website at www.itm-power.com.
5. Details of the Firm Placing
Structure
The Directors have given careful consideration as to the
structure of the proposed fundraising and have concluded that the
Firm Placing is the most suitable option available to the Company
and its Shareholders at this time.
33,720,203 Firm Placed Shares will be issued through the Firm
Placing at 17 pence per Firm Placed Share to raise gross proceeds
of approximately GBP5.7 million.
The Board considered undertaking an open offer of new Ordinary
Shares to holders of Existing Ordinary Shares in conjunction with
the Firm Placing. However, due to constraints placed upon the
Company under the Prospectus Rules and FSMA the Company would be
unable to undertake an open offer at this time without incurring
the additional expense of preparing and publishing a prospectus.
Accordingly the Board believes it is in the best interests of the
Company and its shareholders at this time for the Company to
proceed with the Firm Placing alone.
Principal terms of the Firm Placing
The Company is proposing to issue 33,720,203 Firm Placed Shares
pursuant to the Firm Placing. In accordance with the terms of the
Firm Placing Agreement, Zeus Capital has, as agent for the Company,
conditionally placed, with institutional and other investors, the
Firm Placed Shares at the Issue Price to raise approximately GBP5.7
million.
The Firm Placing is not being underwritten.
Under the Firm Placing Agreement, the Company has agreed to pay
to Zeus Capital a fixed sum together with a commission based on the
aggregate value of certain of the Firm Placed Shares placed at the
Issue Price and the costs and expenses of the Firm Placing together
with any applicable VAT.
Conditionality
The Firm Placing is conditional, inter alia, upon the
following:
-- the passing, without amendment, of resolutions 1 and 3 of the
Resolutions at the General Meeting;
-- Admission occurring by no later than 8.00 a.m. on 17 February
2017 (or such later times and/or dates as may be agreed between the
Company and Zeus Capital, being no later than 5.00 p.m. on 31 March
2017); and
-- the Firm Placing Agreement becoming unconditional in all
respects (save for the condition relating to Admission) and not
having been terminated in accordance with its terms.
If the conditions set out above are not satisfied or waived
(where capable of waiver), the Firm Placing will lapse and the Firm
Placed Shares will not be issued and all monies received from
investors in respect of the Firm Placed Shares will be returned to
them (at the investors' risk and without interest) as soon as
possible thereafter.
Application for Admission
Application will be made to the London Stock Exchange for the
Firm Placed Shares to be admitted to trading on AIM. Admission of
the Firm Placed Shares is expected to take place, and dealings on
AIM are expected to commence, at 8.00 a.m. on 17 February 2017 (or
such later time and/or dates as may be agreed between the Company
and Zeus Capital). No temporary document of title will be
issued.
The Firm Placed Shares will, following Admission, rank pari
passu in all respects with the Existing Ordinary Shares in issue at
the date of this document and will carry the right to receive all
dividends and distributions declared, made or paid on or in respect
of the Ordinary Shares after Admission.
6. Effect of the Firm Placing
Upon completion of the Firm Placing the Firm Placed Shares will
represent approximately 13.5 per cent. of the Enlarged Share
Capital.
7. The Firm Placing Agreement
Pursuant to the terms of the Firm Placing Agreement, Zeus
Capital, as agent for the Company, has agreed to use its reasonable
endeavours to procure subscribers for the Firm Placed Shares at the
Issue Price. The Firm Placing Agreement is conditional upon, among
other things, the conditions set out above and none of the
warranties or undertakings given to Zeus Capital prior to Admission
being or becoming untrue, inaccurate or misleading in any material
respect.
The Firm Placing Agreement contains customary warranties given
by the Company in favour of Zeus Capital in relation to, inter
alia, the accuracy of the information in this document and other
matters relating to the Group and its business. In addition, the
Company has agreed to indemnify Zeus Capital (and its affiliates)
in relation to certain liabilities which they may incur in respect
of the Firm Placing.
Zeus Capital has the right to terminate the Firm Placing
Agreement in certain circumstances prior to
Admission. In particular, in the event of a material breach of
the warranties or a material adverse change or if the Firm Placing
Agreement does not become unconditional.
8. General Meeting
The General Meeting of the Company, notice of which is set out
at the end of this document, is to be held at 11.00 a.m. on 16
February 2017 at the offices of Burges Salmon LLP, 6 New Street
Square, London EC4A 3BF. The General Meeting is being held for the
purpose of considering and, if thought fit, passing the Resolutions
to approve the Firm Placing.
9. Intentions of the Directors and certain major Shareholders in relation to the Firm Placing
The following Directors and major Shareholders intend to
subscribe for an aggregate of 14,882,351 Firm Placed Shares as
follows:
Dr. Graham Cooley 176,470
J.C.B. Research 11,764,705
Valebond Consultants
Limited 2,941,176
10. Directors' interests
The interests (all of which are beneficial unless stated
otherwise) of the Directors and their immediate families and of
persons connected with them (within the meaning of Section 252 of
the Act) in the Existing Issued Share Capital and the existence of
which is known to, or could with reasonable due diligence be
ascertained by, any Director as at the Latest Practicable Date and
as they are expected to be upon Admission are as follows:
At the Latest
Practicable Date On Admission
Percentage Percentage
Number of Existing Number of Enlarged
of Ordinary Issued of Ordinary Share Capital
Directors table Shares Share Capital Shares
Professor Roger
Putnam 27,129 0.01 27,129 0.01
Dr Graham Cooley 811,256 0.37 987,726 0.39
Dr Simon Bourne 326,830 0.15 326,830 0.13
Dr Rachel Smith 80,886 0.04 80,886 0.03
Lord Roger Freeman 5,000 0.002 5,000 0.002
Peter Hargreaves 22,908,643 10.56 22,908,643 9.14
Sir Roger Bone 67,000 0.03 67,000 0.03
Robert Pendlebury* 19,217,929 8.86 30,982,634 12.36
*At the Latest Practicable Date, Robert Pendlebury holds 12,269
Ordinary Shares. Robert Pendlebury represents J.C.B. Research (who
at the Latest Practicable Date hold 19,205,660 Existing Ordinary
Shares) on the Board. On Admission, Robert Pendlebury will hold
12,269 Ordinary Shares. J.C.B. Research, on Admission, will hold
30,970,365 Ordinary Shares.
11. Irrevocable voting commitments from certain Directors,
certain major Shareholders and Zeus Capital
Directors, certain Shareholders and Zeus Capital, who in
aggregate hold 50,936,750 Existing Ordinary Shares, representing
approximately 23.48 per cent. of the Existing Issued Share Capital,
have irrevocably undertaken to vote (and where such Existing
Ordinary Shares are registered in the name of any other persons
have irrevocably undertaken to use reasonable endeavours to procure
that those persons will vote) in favour of the Resolutions at the
General Meeting.
12. Related party transactions
Dr Graham Cooley and J.C.B. Research intend to participate in
the Firm Placing. Mr Robert Pendlebury is an associate (for the
purposes of Rule 13 of the AIM Rules for Companies) of J.C.B.
Research.
Accordingly, Dr Graham Cooley and J.C.B. Research are considered
as related parties of the Company and their participation in the
Firm Placing is considered a "related party transaction" under the
AIM Rules for Companies.
The Directors (other than Dr Graham Cooley and Mr Robert
Pendlebury) consider, having consulted with the Company's Nominated
Adviser, Zeus Capital, that the terms of participation for Dr
Graham Cooley and J.C.B. Research in the Firm Placing are fair and
reasonable in so far as its Shareholders are concerned.
13. Recommendation and voting intentions
The Directors believe that the Firm Placing is in the best
interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that you vote
in favour of the Resolutions as they and Shareholders connected
with them intend to do so in respect of their aggregate
beneficial holdings of the Existing Issued Share Capital.
The Company is in receipt of undertakings from Directors,
certain major Shareholders and Zeus Capital to vote in favour of
the Resolutions representing not less than 23.48 per cent. of the
Existing Issued Share Capital.
DEFINITIONS
Admission admission of the Firm
Placed Shares to trading
on AIM and such admission
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
and/or the AIM Rules for
Nominated Advisers (as
the context may require);
AIM Rules for Companies the rules of AIM as set
out in the publication
entitled 'AIM Rules for
Companies' published by
the London Stock Exchange
from time to time;
AIM Rules for Nominated the rules of AIM as set
Advisers out in the publication
entitled 'AIM Rules for
Nominated Advisers' published
by the London Stock Exchange
from time to time;
Board or Directors the board of directors
of the Company for the
time being;
Business Day any day (excluding Saturdays
and Sundays) on which
banks are open in London
for normal banking business
and the London Stock Exchange
is open for trading;
Capita Asset Services a trading name of Capita
Registrars Limited, a
company incorporated in
England and Wales with
registered number 02605568
and having its registered
office at The Registry,
Beckenham, Kent BR3 4TU;
certificated or in certificated the description of a share
form or other security which
is not in uncertificated
form (that is not in CREST);
Circular or this document this document dated 27
January 2017;
Closing Price the closing middle market
quotation of an Ordinary
Share as derived from
the AIM Appendix to the
Daily Official List of
the London Stock Exchange;
Company or ITM Power plc ITM Power plc, a company
incorporated in England
and Wales with registered
number 05059407 and having
its registered office
at 22 Atlas Way, Sheffield,
South Yorkshire S4 7QQ;
CREST the relevant system (as
defined in the CREST Regulations)
in respect of which Euroclear
is the Operator (as defined
in the CREST Regulations);
Enlarged Share Capital the issued share capital
of the Company immediately
following Admission;
EU the European Union;
Euroclear Euroclear UK & Ireland
Limited;
Existing Issued Share the issued share capital
Capital of the Company as at the
Latest Practicable Date;
Existing Ordinary Shares the 216,892,973 Ordinary
Shares in issue as at
the Record Date;
FCA the UK Financial Conduct
Authority;
Firm Placees the persons who have agreed
to subscribe for the Firm
Placed Shares;
Firm Placed Shares The 33,720,203 new Ordinary
Shares to be issued by
the Company under the
Firm Placing;
Firm Placing the placing of the Firm
Placed Shares with the
Firm Placees pursuant
to the Firm Placing Agreement;
Firm Placing Agreement the agreement dated 26
January 2017 between the
Company and Zeus Capital
Limited relating to the
Firm Placing, details
of which are set out in
paragraph 7 of Part I
of this document;
Form of Proxy the form of proxy accompanying
this document relating
to the General Meeting;
FSMA the UK Financial Services
and Markets Act 2000,
as amended;
General Meeting or GM the general meeting of
the Company, notice of
which is set out at the
end of this document,
and including any adjournment(s)
thereof;
Group or ITM the Company and/or its
subsidiary undertakings
at the date of this document
(as defined in sections
1159 and 1160 of the Act);
Issue Price 17 pence per Firm Placed
Share;
JCB Valebond Consultants Limited
(a company wholly owned
by Jon Bamford) together
with J.C.B. Research
Latest Practicable Date means 5.00 p.m. on 25
January 2017, being the
latest practicable date
prior to the announcement
by the Company of its
intention to undertake
the Firm Placing;
London Stock Exchange London Stock Exchange
plc;
Notice of General Meeting the notice of General
Meeting, set out in Part
II of this document;
Options options granted by the
Company over unissued
Ordinary Shares pursuant
to employee share option
schemes and rights to
subscribe for shares pursuant
to employee and non executive
long term incentive plans
put in place by the Company;
Option Holders the employees of the Company
(including Directors)
who hold Options;
Ordinary Shares ordinary shares of 5 pence
each in the capital of
the Company;
Prospectus Rules the Prospectus Rules published
by the FCA;
Record Date 5.00 p.m. on 25 January
2017;
Registrars Capita Asset Services,
a trading name of Capita
Registrars Limited;
Regulatory Information has the meaning given
Service or in the AIM Rules for Companies;
RNS
Resolutions the resolutions to be
proposed at the General
Meeting which are set
out in full in the Notice
of General Meeting;
Shareholders holders of Existing Ordinary
Shares;
uncertificated recorded on a register
of securities maintained
by Euroclear in accordance
with the CREST Regulations
as being in uncertificated
form in CREST and title
to which, by virtue of
the CREST Regulations,
may be transferred by
means of CREST;
UK or United Kingdom the United Kingdom of
England, Scotland, Wales
and Northern Ireland;
US or United States the United States of America,
its territories and possessions,
any state of the United
States of America and
the District of Columbia;
US Securities Act the US Securities Act
of 1933, as amended;
Zeus Capital or Zeus Capital Zeus Capital Limited,
Limited a company incorporated
in England and Wales with
registered number 04417845
and having its registered
office at 82 King Street,
Manchester M2 4WQ; and
GBP or sterling pounds sterling, the legal
currency of the United
Kingdom.
Forward-looking statements
This announcement contains statements about ITM Power that are
or may be deemed to be "forward-looking statements".
All statements, other than statements of historical facts,
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of ITM Power.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, the Prospectus Rules and/or the FSMA), ITM Power
does not undertake any obligation to update publicly or revise any
forward-looking statements (including to reflect any change in
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based).
All subsequent oral or written forward-looking statements
attributed to ITM Power plc or any persons acting on their behalf
are expressly qualified in their entirety by the cautionary
statement above. All forward-looking statements contained in this
announcement are based on information available to the Directors of
ITM Power at the date of this announcement, unless some other time
is specified in relation to them, and the posting or receipt of
this announcement shall not give rise to any implication that there
has been no change in the facts set forth herein since such
date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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January 26, 2017 07:24 ET (12:24 GMT)