TIDMAPC
RNS Number : 9164F
APC Technology Group PLC
02 August 2016
2 August 2016
APC TECHNOLOGY GROUP PLC
("APC" or the "Company")
Placing to raise GBP1.1 million
APC Technology Group PLC, the provider of technologies and
services to improve organisational sustainability and operational
performance and the specialist distributor of electronic
components, is pleased to announce that it has conditionally raised
GBP1.1 million (before expenses) by way of a placing of 13,750,000
ordinary shares of 2 pence each in the capital of the Company
("Placing Shares"), together with two warrants for every five
Placing Shares issued (the "Placing"). The issue price is 8 pence
per Placing Share (the "Issue Price").
Highlights of the Placing:
-- Placing of 13,750,000 Placing Shares to existing investors to
raise gross proceeds of GBP1.1 million.
-- The net proceeds of the Placing will be used to provide
working capital to support growth within the core business
units.
-- For every five Placing Shares placees will receive two
warrants ("Warrant"). Each Warrant will give the holder the right
to subscribe for one ordinary share in APC at an exercise price of
10p per share at any time up to 5.00 p.m. on the day immediately
prior to the second anniversary of the admission of the Placing
Shares to trading on AIM ("Admission")
-- The Placing Shares and Warrants have been conditionally
placed by Stockdale Securities Limited, as agent for the Company,
with institutional and other investors. The Placing is not
underwritten.
-- The Placing Shares will represent approximately 10.8 per
cent. of the enlarged issued share capital of the Company.
Richard Hodgson, Chief Executive of APC, commented:
"I would like to thank our shareholders for their continued
support. This raise will help to fund the continuing turnaround of
the business as we focus on the core business units. As we
highlighted in our previous announcements we are seeing real
traction through contract wins and a more robust order book across
the business. I am confident that these funds, with the
implementation of the actions we took following our operational
review, will help to deliver a platform for profitable growth."
Enquiries
APC Technology Group PLC +44 (0) 330 313 3220
Richard Hodgson, Chief Executive www.apc-plc.co.uk
Art Russell, Chief Financial Officer
Stockdale Securities Limited (Nominated Adviser and Broker) +44
(0)20 7601 6100
Mark Brown / Antonio Bossi / Edward Thomas
Redleaf Communications (Financial PR) +44 (0)20 7382 4730
Rebecca Sanders-Hewett / David Ison / Susie Hudson
Background to and reasons for the Placing
On 31 May 2016, APC announced that, post the half year period
end of 29 February 2016, it had received significant new orders for
its LED products in Minimise Energy, it had signed a new
measurement and verification contract with a major UK financial
services business and that the order book in the component
distribution business continued to be strong. The board of
directors of the Company ("the Board") also highlighted that future
growth may be constrained by the Group's working capital position.
The Board is focused on meeting management expectations within the
continuing businesses following the implementation of the actions
highlighted through the operational review. The Placing will help
the Company to ensure that its balance sheet is capable of
adequately supporting APC's growth profile and in the meantime the
Board continues to pursue a focus on the core activities of the
group to ensure the Company's resources are most effectively
deployed. The Board is of the opinion that the Placing (together
with the Company's reconfirmed invoice discounting facilities that
have been extended to 31 December 2017) provides sufficient funds
for fulfilment of APC's order book.
Details of the Placing
The Placing is conditional, inter alia, upon:
-- the placing agreement between the Company and Stockdale
Securities Limited (the "Placing Agreement") becoming unconditional
and not having been terminated in accordance with its terms prior
to admission of the Placing Shares to trading on AIM ("Admission");
and
-- Admission of the Placing Shares having taken place not later
than 8.00 a.m. on 5 August 2016 or such later date as Stockdale and
the Company may agree (being not later than 5.00 p.m. on 22 August
2016).
The Placing will be undertaken pursuant to the general
authorities granted to the Directors of the Company at the annual
general meeting on 25 February 2016 and therefore no further
shareholder approval is required.
The Placing Shares represent approximately 10.8 per cent. of the
Company's issued share capital as enlarged by the Placing Shares.
The Issue Price represents a discount of 20 per cent. to the
closing middle market price on 1 August 2016, being the last
practicable date prior to the publication of this announcement.
Related party transaction
Hargreave Hale Limited is a substantial shareholder in the
Company. Accordingly, its participation in the Placing is deemed to
be a related party transaction pursuant to the AIM Rules for
Companies. The directors of the Company, having consulted with the
Company's Nominated Adviser, Stockdale Securities Limited, consider
that the terms of its participation in the Placing are fair and
reasonable insofar as shareholders are concerned.
Terms of the Warrants
The Warrants, which will not be admitted to trading on AIM or
any other public market, must be exercised before 5.00 p.m. on the
day immediately prior to the second anniversary of Admission. The
Warrants will lapse automatically if not exercised by such time.
Each Warrant confers the right to subscribe for one Ordinary Share
at an exercise price of 10p per share, which is payable in full
upon exercise.
The Warrants are subject to certain customary protections,
including adjustment rights in the event of an issue of shares or
other securities of the Company to shareholders by way of
capitalisation of reserves or profits or any sub-division,
consolidation or reduction of the ordinary share capital of the
Company.
Application for admission to trading, total voting rights
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM and it is expected
that such Admission will occur at 8.00 a.m. on 5 August 2016. The
Placing Shares will be issued credited as fully paid and will rank
in full for all dividends and other distributions declared, made or
paid after the admission of the New Shares and will otherwise be
identical to and rank on Admission pari passu in all respects with
the existing Ordinary Shares.
Following Admission of the New Shares, the Company's enlarged
issued share capital will comprise 127,679,777 Ordinary Shares. The
Company does not hold any Ordinary Shares in treasury. Therefore,
the total number of Ordinary Shares in the Company will be
127,679,777. 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 their interest in, the share capital of the Company under
the FCA's Disclosure Guidance and Transparency Rules.
Director dealing
Richard Hodgson, chief executive officer of the Company holds
loan notes with a face value of GBP10,000 towards the Company and
has offered to convert such loan notes into shares at the Issue
Price once he is able to do so. A further announcement will be
made, should the Company agree to convert the loan notes held by
Richard Hodgson.
Prior to release, this announcement contained inside
information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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