TIDMTRAK
RNS Number : 4961Y
Trakm8 Holdings PLC
03 March 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 OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
TRAKM8 HOLDINGS PLC
("Trakm8", the "Group" or the "Company")
Completion of Capital Raising
Trakm8, the AIM-listed telematics and data insight provider, is
pleased to confirm that, further to the announcement made earlier
today, the Company has now raised an increased total of
approximately GBP2.1 million (the "Capital Raising") through the
issue of an aggregate of 3,230,770 new ordinary shares of one penny
each in the capital of the Company ("Ordinary Shares") at a price
of 65 pence per Ordinary Share (the "Issue Price").
The Capital Raising comprises a placing (the "Placing") of
2,044,620 new Ordinary Shares (the "Placing Shares") and
subscriptions (the "Subscription") of 1,186,150 new Ordinary Shares
(the "Subscription Shares") (the Subscription Shares and the
Placing Shares, together the "New Ordinary Shares"), in each case
at the Issue Price, by certain directors (the "Directors") and
senior management of the Company and other investors.
Executive Chairman of Trakm8, John Watkins, commented:
"Today's Capital Raising reduces debt whilst providing working
capital to support day to day operations. Together with our
existing bank facilities, the Group is funded for the future. With
this strengthened financial position, we expect to take advantage
of the significant pipeline of new potential orders and exploit the
potential of our new products, in which we have invested.
The significant participation of the Board in the Capital
Raising demonstrates our confidence in the Group's prospects and
that we expect to improve financial performance in FY2017/18."
The Capital Raising
The New Ordinary Shares represent approximately 9.94 per cent.
of the existing issued share capital of the Company and the Issue
Price represents a discount of approximately 17.2 per cent. to the
closing mid-market price of 78.5 pence per Ordinary Share on 2
March 2017, being the last practicable date prior to the
publication of this announcement and a discount of approximately
9.7 per cent. to the average closing mid-market price of an
Ordinary Share for the five business days to 2 March 2017. The
following Directors participated in the Capital Raising:
Current On Admission
Name Number % Voting Number of Number % Enlarged
of Ordinary Rights New Ordinary of Ordinary Voting
Shares Shares Shares Rights
held subscribed held
for in the
Capital Raising
John Watkins* 5,839,398 17.97% 338,461 6,177,859 17.31%
James Hedges* 2,142,626 6.60% 107,692 2,250,318 6.30%
Tim Cowley 1,857,638 5.72% 92,307 1,949,945 5.46%
Matt Cowley 1,590,357 4.90% 153,846 1,744,203 4.89%
Bill Duffy 40,000 0.12% 100,000 140,000 0.39%
Keith Evans - - 153,846 153,846 0.43%
* the interests of these Directors includes the interests of
their immediate families and any persons connected with them
(within the meaning of section 252 of the Companies Act 2006).
Related Party Transactions
The participations in the Capital Raising by the Directors are
related party transactions under Rule 13 of the AIM Rules for
Companies (the "AIM Rules"). With the exception of John Watkins,
James Hedges, Tim Cowley, Matt Cowley, Bill Duffy and Keith Evans
(together the "Participating Directors"), who are treated as
related parties due to their participation in the Capital Raising,
the independent Directors, being those Directors who did not
participate in the Capital Raising, having consulted with finnCap
Ltd ("finnCap") in its capacity as the Company's nominated adviser
for the purposes of the AIM Rules, consider the terms on which the
Participating Directors will participate in the Capital Raising to
be fair and reasonable insofar as the Company's shareholders are
concerned.
Admission
Application will be made for the New Ordinary Shares to be
admitted to trading on the AIM market ("AIM") of the London Stock
Exchange ("Admission"). Settlement for the New Ordinary Shares and
Admission is expected to take place on 8.00 a.m. on 10 March 2017.
The Capital Raising is conditional, among other things, upon
Admission becoming effective and the placing agreement between the
Company and finnCap (the "Placing Agreement") not being terminated
in accordance with its terms.
On Admission the Company's issued share capital will comprise
35,723,254 Ordinary Shares, of which 29,000 are held in treasury.
Therefore the total number of Ordinary Shares in the Company with
voting rights will be 35,694,254. 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 to their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
For further information please contact:
Trakm8 Holdings plc +44 (0) 174 785 8444
John Watkins, Executive Chairman
James Hedges, Finance Director
finnCap (Nomad & broker) +44 (0) 20 7220 0500
Ed Frisby / Simon Hicks - corporate finance
Tim Redfern / Richard Chambers - corporate broking
MHP Communications +44 (0) 20 3128 8100
Reg Hoare
Charlie Barker
About Trakm8
Trakm8 is a UK based Big Data company utilising telematics as
its primary enabler. Through IP owned technology, over three
billion miles worth of data is collected annually through its fleet
management solutions to create and fine tune algorithms used to
score driver behaviour, monitor vehicle health and continuously
improve the security and operational efficiencies of customers'
vehicles.
With its headquarters in Dorset and a manufacturing facility in
the West Midlands, the Group supplies a number of well-known
customers in the fleet management and insurance sectors across the
UK and further afield including customers such as the AA, Saint
Gobain, EON, Direct Line Group and Young Marmalade.
The Group's portfolio offers complete telematics solutions
including dashboard cameras that enable customers to record driving
incidents and mitigate the risk from "crash to cash" accidents.
This is complemented through a comprehensive hardware range, which
includes a self-install unit that is one of the smallest available
on the global market.
The Group has recently acquired both Route Monkey and Roadsense
Technologies Ltd. Route Monkey has enhanced Trakm8's logistics
solution offering route scheduling and optimisation, including
routing for electric vehicles. Roadsense has been acquired to
strengthen the Group's presence in the SME fleet management
market.
Trakm8 has been listed on the AIM market of the London Stock
Exchange since 2005.
www.trakm8.com / @Trakm8
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS
WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR
THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(1)(e) OF DIRECTIVE 2003/71/EC AS AMED,
INCLUDING BY THE 2010 PROSPECTUS DIRECTIVE AMING DIRECTIVE
(DIRECTIVE 2010/73/EC) AND TO THE EXTENT IMPLEMENTED IN THE
RELEVANT MEMBER STATE (THE "PROSPECTUS DIRECTIVE"); (2) IF IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN TRAKM8 HOLDINGS PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS, AND (II) IN THE UNITED STATES TO A
LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN TRANSACTIONS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE
PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
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 OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, finnCap
or any of their respective affiliates, agents, directors, officers
or employees that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and finnCap to inform themselves about and to observe any
such restrictions.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
the "US")), Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive from the requirement to
produce a prospectus. In the United Kingdom, this Announcement is
being directed solely at persons in circumstances in which section
21(1) of the Financial Services and Markets Act 2000 (as amended)
does not apply.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in
this Announcement by or on behalf of the Company speak only as of
the date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
finnCap is authorised and regulated by the Financial Conduct
Authority (the "FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing, and finnCap will not be responsible to anyone (including
any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by finnCap or by any of its affiliates or
agents as to, or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefor is expressly disclaimed.
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 price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUGUQAWUPMGPW
(END) Dow Jones Newswires
March 03, 2017 07:58 ET (12:58 GMT)
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