TIDMMSYS
RNS Number : 8319X
Microsaic Systems plc
22 December 2023
22 December 2023
Microsaic Systems plc
("Microsaic" or the "Company")
Acquisition and Fundraising Update,
Revised Date for GM and Timetable
Capitalised terms in this announcement carry the same meaning as
in the Circular
or subsequent announcements, unless the context indicates
otherwise
Further to the Company's prior announcement on 20 December 2023,
Microsaic provides an update on the prospective Acquisition,
Revised Fundraising, General Meeting and other key matters, as well
as an updated indicative timetable of principal events.
Prospective Acquisition
As previously announced, the Company has entered into an
Exclusivity Period with DeepVerge in respect of the potential
purchase of certain assets of the Modern Water business previously
operated by DeepVerge. Due diligence in respect of this acquisition
is in progress, with the relevant sale and purchase agreement (the
"Acquisition Agreement") now under negotiation.
Whilst there is no guarantee that the Company will enter into
the Acquisition Agreement, or that the outline terms indicated in
the Proposal will be those on which a binding agreement is signed,
the parties are negotiating in good faith on that basis and
anticipate being able to enter into the Acquisition Agreement by
early January 2024, subject to customary completion matters.
The Microsaic Directors consider that following a restart of the
manufacture of reagents for the water testing business by a
technical team being retained, the Acquisition has the potential to
improve the financial performance of Microsaic in the short term,
and provide additional potential growth opportunities in the short
to medium term. Further information regarding the Acquisition will
be included in a subsequent announcement.
Revised Fundraising
The Company has engaged Turner Pope Investments ("TPI") as
placing agent to arrange the Revised Fundraising, which is now
targeting minimum gross proceeds of GBP1.0 million to support the
working capital needs of Microsaic as enlarged by the acquired
business, as well as to fund the consideration for the Acquisition.
The Revised Fundraising is expected to involve the issue of shares
via a non pre-emptive placing. As previously indicated, the
expected placing price will represent a substantial discount to the
closing price of Microsaic shares prior to their suspension, after
taking into account the effects of the Share Capital
Reorganisation. The Directors recognise that the Revised
Fundraising will therefore result in a very significant level of
dilution for the Company's existing Shareholders, as only limited
value is being ascribed to the Company prior to the effects of the
Revised Fundraising and the Acquisition. It remains the Directors'
opinion that this dilution is materially preferable to Shareholders
and other stakeholders compared to Cancellation from admission to
trading on AIM or the potential liquidation of the Company.
Market sounding discussions have progressed well and TPI has to
date received positive indications from investors for participation
in excess of the minimum target for the Revised Fundraising, for
which it will seek binding commitments from prospective placees. A
further announcement will be made in this regard. Such commitments
will remain conditional, inter alia, upon the passing of the
resolutions being put at the General Meeting, the Company entering
into the binding Acquisition Agreement with DeepVerge prior to
seeking restoration of its shares to trading on AIM ("Restoration")
and the admission of new shares to be issued in connection with the
Revised Fundraising.
General Meeting
The Company previously announced the adjournment of the General
Meeting to on or around 27 December 2023. In order to provide
shareholders with sufficient time and information to make an
informed decision at the General Meeting, the Company now confirms
that General Meeting will be held at 9.30 a.m. on 29 December 2023
at the offices of TPI at 8 Frederick's Place, London, EC2R 8AB.
Further information regarding voting matters is provided for
Shareholders below.
The Directors' unanimous recommendation for Shareholders to vote
in favour of the Resolutions is unchanged from that included in the
Circular.
Resolution 6 in relation to Cancellation is being withdrawn. In
the event that Company does not secure binding commitments in
respect of the Revised Fundraising or the resolutions being put to
the General Meeting in connection with the Revised Fundraising are
not passed, of if for any other reason the Revised Fundraising and
Acquisition do not proceed, Cancellation will become effective at
7.00 a.m. on 4 January 2023, being the first business day after the
expiry of the six-month period from the date the Company's shares
were first suspended from trading on AIM.
An announcement will be made via a Regulatory Information
Service following the General Meeting, to confirm the status of the
Resolutions and to reconfirm the expected timetable of principal
events.
Share Capital Reorganisation
Given the revised date and time of the General Meeting, it is
now expected that the record date for the Share Consolidation and
Sub-division shall be 6.00 p.m. (together) on 29 December 2023 (the
day of the General Meeting).
The expected time and date for CREST to be credited with New
Ordinary Shares held in uncertificated form (where applicable) is
therefore on or around 2 January 2024.
Annual Report & Interim Results
Completion of the Revised Fundraising continues to remain
conditional upon, inter alia, the publication of both the Annual
Report and the Interim Results, in order to be compliant with the
requirements of the AIM Rules for Companies in terms of financial
reporting. The Company confirms that the Annual Report &
Interim Results will be published after it has entered into a
binding agreement in respect of the Acquisition, subject to the
passing of the relevant resolutions at the General Meeting.
Restoration of the Company's Shares to Trading on AIM
Subject to the passing at the General Meeting of the resolutions
required to implement the Revised Fundraising, sufficient binding
commitments having been obtained in support of the Revised
Fundraising, the entry into the Acquisition Agreement, and the
prior publication of the Annual Report and the Interim Results
(expected after 5.00 p.m.), Restoration is expected to occur at
7.30 a.m. on the next business day. Restoration remains subject to
the Company's nominated adviser being satisfied as to the Company's
shares to be admitted to AIM on an ongoing basis. The New Ordinary
Shares to be issued pursuant to the Revised Fundraising are
expected to be admitted to trading at 8.00 a.m. on the same day as
restoration.
There are no guarantees that the above events will occur or that
the conditions for restoration will be met. If any of the above
conditions are not met, Cancellation is currently expected to take
place with effect from 7.00 a.m. on 4 January 2024.
Information for Shareholders:
Shareholders are advised to read the Circular in full and
subsequent regulatory announcements to inform themselves as to the
business of the General Meeting and the Company's plans including
the Acquisition. Shareholders wishing to revoke an existing voting
instruction (which otherwise remain valid) should follow the
process described in the Notice. The helpline number given in the
notes to the Notice remains available to Shareholders and may be
used to request a fresh proxy voting form if the original has
already been used and the previous instruction revoked.
Shareholders are advised that the latest time for receipt of
Forms of Proxy in respect of the General Meeting, now taking place
at 9.30 a.m. on 29 December 2023, is now 9.30 a.m. on 27 December
2023.
Further updates will be provided as appropriate.
Revised Indicative Timetable of Principal Events
Event Time and/or date (1)
(2)
General Meeting 9.30 a.m. on
29 December 2023
Announcement of the results of the 29 December 2023
General Meeting
Record date for the Share Consolidation 6.00 p.m. on
and Sub-division 29 December 2023
Expected date for CREST accounts to On or around
be credited with New Ordinary Shares 2 January 2024
held in uncertificated form (where
applicable)
Indicative date for the announcement Prior to 3.30 p.m.
of the signing of the Acquisition Agreement on 2 January 2024
Expected date for publication of Annual After 5.00 p.m.
Report on 2 January 2024
and Interim Results
Restoration of New Ordinary Shares 7.30 a.m.
to trading on AIM (3) on 3 January 2024
Admission of the shares pursuant to 8.00 a.m. on
the Revised Fundraising to trading 3 January 2024
on AIM (3)
Cancellation of admission to trading 7.00 a.m. on
on AIM 4 January 2024
(only in the event that the prior
steps required for Restoration or Admission
of the New Ordinary Shares pursuant
to the Revised Fundraising does not
occur)
Latest date for share certificates Within 10 days of
over Restoration and
New Ordinary Shares to be dispatched Admission
(where applicable)
Notes:
(1) All of the times referred to in this announcement refer to
London time, unless otherwise stated.
(2) Each of the forward-looking times and dates in the above
timetable is subject to change. If any of the above times and/or
dates change, the revised times and dates will be notified to
shareholders by way of a regulatory announcement.
(3) Each of the events in the above timetable following the
General Meeting is conditional on the passing at the General
Meeting of the relevant Resolutions.
Subject inter alia to the publication of the Annual Report and
the Interim Results
This announcement contains inside information as stipulated
under the UK version of the Market Abuse Regulation No 596/2014
which is part of English Law by virtue of the European (Withdrawal)
Act 2018, as amended. On publication of this announcement via a
Regulatory Information Service, this information is considered to
be in the public domain.
Enquiries:
Microsaic Systems plc +44 (0)1483 751 577
Bob Moore, Acting Executive Chairman
Singer Capital Markets (Nominated Adviser) +44 (0)20 7496 3000
Aubrey Powell / Angus Campbell / Oliver Platts
Turner Pope Investments (TPI) Limited (Broker) +44 (0) 20 3657
0050
Andy Thacker / James Pope
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END
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December 22, 2023 08:27 ET (13:27 GMT)
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