TIDMPINN
RNS Number : 7575M
Pinnacle Technology Group PLC
22 January 2016
22 January 2016
Pinnacle Technology Group plc
(the "Company")
Result of Placing,
Launch of Open Offer, Directors' Shareholdings
and Notice of General Meeting
Pinnacle Technology Group plc, the AIM listed provider of
converged technology solutions, announces that, following its
earlier announcement that the Company had entered into conditional
agreements to acquire Ancar-B and Weston (together the
"Acquisitions") and is conditionally raising GBP4.55 million
through a placing of new ordinary shares in the Company (the
"Placing"), a total of 108,392,857 new Ordinary Shares (the
"Placing Shares") have been successfully placed with existing
institutional and other investors. As a result the Company is also
pleased to announce its intention to launch an open offer to raise
up to a further GBP0.25 million through the issue of 5,918,256 new
Ordinary Shares ("Open Offer Shares") from existing shareholders at
the Placing Price ("Open Offer").
The Placing, cornerstoned by MXC Capital, will raise GBP4.55
million through the issue of the Placing Shares at a Placing Price
of 4.2 pence per Placing Share. The Placing Price represents a
discount of approximately 54 per cent. to the weighted average
closing price over the last 90 days. The Placing Shares will
represent approximately 47 per cent. of the enlarged issued
ordinary share capital of the Company, assuming full take under the
Open Offer.
The Directors recognise the importance of pre-emption rights and
consequently the Company is proposing to raise up to GBP0.25
million (before expenses) pursuant to the Open Offer. The proposed
open offer price of 4.2 pence per Open Offer Share is the same as
the Placing Price.
Certain existing shareholders who are participating in the
Placing (including certain of the directors and applicable
employees, MXC Capital, Livingbridge and Hargreave Hale) have
irrevocably undertaken not to take up their entitlements under the
Open Offer to provide those shareholders not participating in the
Placing an opportunity to invest at the Placing Price.
Directors Interests & Significant Shareholdings
The Company also announces that certain of the Board of
Directors are participating in the Placing at the Placing Price as
described below:
Amount Number Number Percentage
subscribed of Placing of shares of Enlarged
(GBP) Shares post Admission* Share
Capital**
Gavin Lyons 168,000 4,000,000 4,000,000 1.8%
James Dodd 42,000 1,000,000 5,065,935 2.2%
Tom Black 168,000 4,000,000 8,842,199 3.9%
Simon Duckworth 168,000 4,000,000 4,000,000 1.8%
*assuming no take up of entitlements under the Open Offer
**assuming the Open Offer is taken up in full
The conditional agreements entered into by Gavin Lyons, James
Dodd, Thomas Black and Simon Duckworth to subscribe for Placing
Shares are classified as related party transactions for the
purposes of the AIM Rules for Companies. The independent director,
Nicholas Scallan, having consulted with the Company's nominated
adviser, N+1 Singer, considers that the terms of the related party
transaction are fair and reasonable insofar as shareholders are
concerned.
Ian Winn, proposed Chief Financial Officer and Chief Operating
Officer, who is to join the Board on 1 February 2016, has
subscribed for GBP60,000 at the Placing Price. Following Admission,
Mr. Winn will be beneficially interested in 1,428,571 Ordinary
Shares, representing 0.6 per cent of the Enlarged Share
Capital.
Insofar as has been notified to the Company, the following
persons hold, as at the date of this document, and are expected to
hold immediately following Admission, directly or indirectly, 3 per
cent. or more of the Enlarged Share Capital (assuming full take up
of the Open Offer):
As at the date of Immediately following
this document Admission
No. of Percentage No. of Percentage
Ordinary of Existing Ordinary of Enlarged
Shares Share Shares* Share
Capital Capital***
MXC Capital** 7,068,726 11.9% 56,766,275 25.0%
Living
Bridge 5,918,256 10.0% 22,706,510 10.0%
Octopus 3,183,241 5.4% 3,183,241 1.4%
Hargreave
Hale 2,533,077 8.4% 19,199,744 8.5%
Darron
Giddens 2,343,312 4.0% 3,890,931 1.7%
Andrew
Barnes Nil Nil 17,857,143 7.9%
Darren
Weston Nil Nil 17,857,143 7.9%
Michelle
Weston Nil Nil 14,610,381 6.4%
*assuming no take up of entitlements under the Open Offer
** includes 1,150,470 Ordinary Shares which were acquired upon
MXC Capital's acquisition of MXC Holdings Limited in October
2015
***assuming the Open Offer is taken up in full
The participation in the Placing by MXC Capital, a substantial
shareholder in the Company, constitutes a related party transaction
for the purposes of the AIM Rules. The independent directors, James
Dodd, Thomas Black, Nicholas Scallan and Simon Duckworth, having
consulted with the Company's nominated adviser, N+1 Singer,
considers that the terms of the related party transaction are fair
and reasonable insofar as shareholders are concerned.
The participation in the Placing by Livingbridge, a substantial
shareholder in the Company, constitutes a related party transaction
for the purposes of the AIM Rules. The independent directors, Gavin
Lyons, James Dodd, Thomas Black, Nicholas Scallan and Simon
Duckworth, having consulted with the Company's nominated adviser,
N+1 Singer, considers that the terms of the related party
transaction are fair and reasonable insofar as shareholders are
concerned.
Open Offer
Subject to the fulfilment of the conditions set out below and in
Part IV of the circular to Shareholders due to be sent shortly (the
"Circular"), Qualifying Shareholders are being given the
opportunity to subscribe for the Open Offer Shares at a price of
4.2 pence per Open Offer Share (being the Placing Price), pro rata
to their holdings of Existing Ordinary Shares on the Record Date on
the basis of:
1 Open Offer Share for every 10 Existing Ordinary Shares
Qualifying Shareholders are also being given the opportunity,
provided that they take up their Open Offer Entitlement in full, to
apply for Excess Shares through the Excess Application
Facility.
The Open Offer is conditional on:-
(i) passing of the Resolutions; and
(ii) the Placing and Open Offer Agreement becoming unconditional
in all respects (other than Admission) and having not been
terminated in accordance with its terms; and
(iii) Admission of the New Ordinary Shares becoming effective by
no later than 8.00 a.m. on 11 February 2016 or such later time
and/or date as N+1 Singer and the Company may agree, being not
later than 8.00 a.m. on 29 February 2016.
Accordingly, if any of such conditions are not satisfied, or, if
applicable, waived, the Open Offer will not proceed.
Assuming full take-up under the Open Offer, the issue of the
Open Offer Shares will raise further gross proceeds of
approximately GBP0.25 million for the Company.
The Open Offer Shares will be issued subject to the articles of
association of the Company, credited as fully paid and will rank
pari passu with each other and the Existing Ordinary Shares, and
the Placing Shares to be issued pursuant to the Placing, and will
be free of any right of pre-emption, encumbrance, third party right
or interest or other security interest, and will be issued with
clear legal and beneficial title.
Fractions of Open Offer Shares will not be allotted to
Qualifying Shareholders in the Open Offer and entitlements under
the Open Offer will be rounded down to the nearest whole number of
Open Offer Shares. The fractional entitlements will be aggregated
and made available under the Excess Application Facility.
Qualifying Shareholders with holdings of Existing Ordinary
Shares in both certificated and uncertificated form will be treated
as having separate holdings for the purpose of calculating the Open
Offer Entitlements.
The Open Offer is not being underwritten by N+1 Singer or any
other person.
Excess Application Facility
January 22, 2016 08:48 ET (13:48 GMT)
The Excess Application Facility will enable Qualifying
Shareholders, provided that they take up their Open Offer
Entitlement in full, to apply for Excess Open Offer Entitlements.
Qualifying non-CREST Shareholders who wish to apply to acquire more
than their Open Offer Entitlement should complete the relevant
sections on the Application Form. Qualifying CREST Shareholders
will have Excess CREST Open Offer Entitlements credited to their
stock account in CREST and should refer to paragraph 4.1 of Part IV
of the Circular for information on how to apply for Excess Shares
pursuant to the Excess Application Facility. Applications for
Excess Open Offer Entitlements will be satisfied only and to the
extent that corresponding applications by other Qualifying
Shareholders are not made or are made for less than their Open
Offer Entitlements. If applications under the Excess Application
Facility are received for more than the total number of Open Offer
Shares available following take-up of Open Offer Entitlements, such
applications will be scaled back pro rata to the number of Excess
Shares applied for by Qualifying Shareholders under the Excess
Application Facility.
Application will be made for the Open Offer Entitlements and
Excess Open Offer Entitlements in respect of Qualifying CREST
Shareholders to be admitted to CREST. It is expected that such Open
Offer Entitlements and Excess Open Offer Entitlements will be
admitted to CREST at 8.00 a.m. on 26 January 2016. Such Open Offer
Entitlements and Excess Open Offer Entitlements will also be
enabled for settlement in CREST at 8.00 a.m. on 26 January 2016.
Applications through the means of the CREST system may only be made
by the Qualifying Shareholder originally entitled or by a person
entitled by virtue of a bona fide market claim.
Qualifying non-CREST Shareholders will have received an
Application Form with the Circular which sets out their entitlement
to Open Offer Shares as shown by the number of Open Offer
Entitlements allocated to them. Qualifying CREST Shareholders will
receive a credit to their appropriate stock accounts in CREST in
respect of their Open Offer Entitlements on 26 January 2016.
Shareholders should note that the Open Offer is not a rights
issue. Qualifying CREST Shareholders should note that although the
Open Offer Entitlements and Excess Open Offer Entitlements will be
admitted to CREST and be enabled for settlement, applications in
respect of entitlements under the Open Offer may only be made by
the Qualifying Shareholder originally entitled or by a person
entitled by virtue of a bona fide market claim. Qualifying
non-CREST Shareholders should note that the Application Form is not
a negotiable document and cannot be traded. Qualifying Shareholders
should be aware that in the Open Offer, unlike in a rights issue,
any Open Offer Shares not applied for will not be sold in the
market or placed for the benefit of Qualifying Shareholders who do
not apply under the Open Offer. If applications are made for less
than all of the Open Offer Shares available, then the lower number
of Open Offer Shares will be issued.
Further information on the Open Offer and the terms and
conditions on which it is made, including the procedure for
application and payment, are set out in Part V of the Circular.
For Qualifying non-CREST Shareholders, completed Application
Forms, accompanied by full payment, should be returned either by
post to Computershare, Corporate Actions Projects, Bristol, BS99
6AH or by hand (during normal business hours only) to
Computershare, The Pavilions, Bridgwater Road, Bristol, BS13 8AE so
as to arrive as soon as possible and in any event so as to be
received no later than 11a.m. on 9 February. For Qualifying CREST
Shareholders the relevant CREST instructions must have been settled
as explained in the Circular by no later than 11 a.m. on 9 February
2016.
General Meeting
A circular to shareholders (the "Circular") and a form of proxy
in relation to a general meeting of the Company (the "General
Meeting") to be convened in connection with the Acquisitions,
Placing and Open Offer will be posted to shareholders shortly. The
Circular contains notice of the General Meeting which is to be held
at 10 a.m. on 10 February 2016 at the offices of DAC Beachcroft
LLP, 100 Fetter Lane, London EC4A 1BN.
The net proceeds of the Placing will, in the opinion of the
Directors, provide the Company with sufficient working capital for
at least the next 12 months.
If the Resolutions are not passed by Shareholders, the
Acquisitions, the Placing and the Open Offer will not proceed. In
these circumstances, unless financing is available from other
sources, the Directors believe that the Company would not be able
to trade as a going concern for a prolonged period and therefore
they would be required to take steps to protect the interests of
creditors, shareholders and other interested stakeholders which
would likely mean disposing of the assets where possible and
returning any cash to Shareholders.
Application will be made to the London Stock Exchange for the
Placing Shares, the Open Offer Shares and the new Ordinary Shares
to be allotted on completion of the Acquisition (the "Consideration
Shares") to be admitted to trading on AIM. It is expected that
admission to AIM will become effective and that dealings on AIM
will commence in the Placing Shares, Open Offer Shares and the
Consideration Shares on 11 February 2016.
Expected Timetable of Principal Events
Record Date for entitlement under the Open Offer 5.30 p.m. on 21
January 2016
Announcement of the Placing and Open Offer 22 January 2016
Ex-entitlement date for the Open Offer 22 January 2016
Posting of this Circular, Forms of Proxy and, to Qualifying
non-CREST 25 January 2016
Shareholders only, the Application Forms
Open Offer Entitlements credited to stock accounts of Qualifying
26 January 2016
CREST Shareholders in CREST
Latest recommended time and date for requesting withdrawal of
4.30 p.m. on 3 February 2016
Open Offer Entitlements from CREST
Latest time for depositing Open Offer Entitlements into CREST
3.00 p.m. on 4 February 2016
Latest time and date for splitting Application Forms (to satisfy
3.00 p.m. on 5 February 2016
bona fide market claims)
Latest time and date for receipt of completed Application Forms
11.00 a.m. on 9 February 2016
and payment in full under the Open Offer or settlement of
relevant CREST instruction (as appropriate)
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on
8 February 2016
Expected time and date of announcement of results of the 8.00
a.m. on 10 February 2016
Open Offer
General Meeting 10.00 a.m. on 10 February 2016
Expected time of announcement of results of the General Meeting
by 4.30 p.m. on 10 February 2016
Admission effective and dealings in the New Ordinary 8.00 a.m.
on 11 February 2016
Shares expected to commence on AIM
Expected date for crediting of New Ordinary Shares 8.00 a.m. on
11 February 2016
in uncertificated form to CREST stock accounts
Expected date of despatch of share certificates in respect of by
no later than 25 February 2016
New Ordinary Shares in certificated form
All terms in this announcement have the meaning given to them in
the announcement made by the Company at 7 a.m. on 22 January 2016
unless otherwise defined herein.
For further information please contact:
Pinnacle Technology Group plc
Gavin Lyons, Executive Chairman
Nicholas Scallan, Chief Executive 0208 185 6393
N+1 Singer (Nominated Adviser and Broker)
Shaun Dobson
Jen Boorer 020 7496 3000
MXC Capital Partners LLP
Marc Young
Charlotte Stranner 020 7965 8149
Beattie Communications
Chris Gilmour
David Walker 0844 842 5490
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUUSORNNAAUAR
(END) Dow Jones Newswires
January 22, 2016 08:48 ET (13:48 GMT)
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