TIDMMSYS
RNS Number : 7447Z
Microsaic Systems plc
15 January 2024
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY
SECURITIES. ATTENTION IS ALSO DRAWN TO THE IMPORTANT INFORMATION AT
THE OF THIS ANNOUNCEMENT.
15 January 2024
Microsaic Systems plc
("Microsaic" or the "Company")
Conditional Placing to Raise Approximately GBP2.1 million
Capitalised terms in this announcement carry the same meaning as
in the Circular
or subsequent announcements, unless the context indicates
otherwise
Microsaic Systems plc (AIM: MSYS), the developer of
micro-electronic instruments and analytical solutions, is pleased
to announce that it has successfully secured conditional funding
commitments to raise gross proceeds of approximately GBP 2.1
million through a placing of 169,000,000 New Ordinary Shares (the
"Placing Shares") with new and existing investors at an issue price
of 1.25 pence per New Ordinary Share (the "Placing Price") (the
"Placing").
Highlights
-- Estimated net proceeds of the Placing, approximately GBP 1.8
million, will be used as follows:
o to satisfy consideration for the Acquisition, as announced on
12 January 2024, and subsequent recommencement of operations and
their integration; and
o for general working capital and additional growth funding for
the enlarged Microsaic business following the Acquisition
-- The Directors have indicated their intention to participate
in the Placing, which was oversubscribed prior to allocation, for a
total of 11,040,000 Placing Shares
-- The Placing has been supported by a range of existing and new
investors, including Premier Miton
-- The Placing is conditional, inter alia, on the Acquisition
Agreement having been entered into and, save only for Admission,
having become wholly unconditional and not having been terminated
in accordance with its terms prior to Admission. The Placing is not
conditional upon further shareholder approval, as the Resolutions
put to the reconvened General Meeting held on 29 December 2023 were
all passed by the requisite majority as previously announced
Bob Moore, Acting Executive Chairman of Microsaic Systems plc,
commented:
"We would like to thank our existing shareholders and new
investors for the support they have shown for the refinancing of
the Company and its growth plans. We are delighted that the Company
intends to retain its AIM listing and, following admission, have
the necessary financing to both complete an acquisition and provide
capital to invest in and develop the enlarged business. The assets
being acquired are complementary to the existing Microsaic business
model. Using the acquired assets, we intend to restart the
manufacture of Microtox(R) bioreagents for water testing in the
near term. Post acquisition, we will seek positive cash generation
from these new activities and look to benefit from growth
opportunities and potential synergies over the longer term.
Microsaic's cost base has been significantly reduced and we will
now operate a much leaner, more efficient model."
Turner Pope Investments (TPI) Limited ("Turner Pope" or "TPI")
is acting as broker and placing agent to the Company and Singer
Capital Markets Advisory LLP ("Singer Capital Markets") is acting
as Nominated Adviser to the Company. Under the terms of engagement
between TPI and the Company, the Company will issue warrants to
subscribe for 30,712,000 New Ordinary Shares to Turner Pope's
nominee exercisable at the Placing Price for 5 years from the date
of admission of the Placing Shares ("Admission") (the "Broker
Warrants").
This announcement should be read in full and in conjunction with
the Circular dated 4 December 2023 and the subsequent regulatory
announcements made by the Company. A 'Revised Indicative Timetable
of Principal Events' and 'Key Statistics' summary is provided
below.
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) 20 3657 0050
Bob Moore, Acting Executive Chairman via TPI
Singer Capital Markets (Nominated
Adviser and Joint Broker)
Aubrey Powell / Angus Campbell
/ Oliver Platts +44 (0)20 7496 3000
Turner Pope Investments (TPI)
Limited (Joint Broker and Placing
Agent)
Andy Thacker / James Pope +44 (0) 20 3657 0050
About Microsaic Systems
Microsaic has over 20 years' experience in microelectronics and
development of instrumentation. The Company has an extensive and
innovative patent portfolio in industry-leading technology designed
and developed for "Industry 4.0" application serving markets in
diversified Industries, Human and Environmental Health. Microsaic's
system solutions have enabled analytical detection and
characterisation at the point-of-need, whether within a
conventional laboratory setting, or within a bioprocessing facility
for continuous detection of data at multiple steps in the process
workflow.
Microsaic's products and solutions are commercially available
through global markets via a network of regional and local
partners, targeting its core laboratory, manufacturing and
point-of-need applications.
Singer Capital Markets, which is authorised and regulated in the
United Kingdom by the FCA and is a member of the London Stock
Exchange, is acting as nominated adviser to the Company for the
purposes of the AIM Rules. Singer Capital Markets is not acting for
any other person in connection with the matters referred to in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Singer
Capital Markets or for giving advice in relation to the matters
referred to in this announcement. Singer Capital Markets has not
authorised the contents of this announcement for any purpose and,
without limiting the statutory rights of any person to whom this
announcement is issued, no representation or warranty, express or
implied, is made by Singer Capital Markets as to any of the
contents or the completeness of this announcement and Singer
Capital Markets does not accept responsibility for this
announcement and accordingly disclaims all and any liability,
whether arising in tort, contract or otherwise, which it might
otherwise be found to have in respect of this announcement.
Turner Pope, which is authorised and regulated in the United
Kingdom by the FCA and is a member of the London Stock Exchange, is
acting as placing agent to the Company. Turner Pope is not acting
for any other person in connection with the matters referred to in
this announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of
Turner Pope or for giving advice in relation to the matters
referred to in this announcement. Turner Pope has not authorised
the contents of this announcement for any purpose and, without
limiting the statutory rights of any person to whom this
announcement is issued, no representation or warranty, express or
implied, is made by Turner Pope as to any of the contents or the
completeness of this announcement and Turner Pope does not accept
responsibility for this announcement and accordingly disclaims all
and any liability, whether arising in tort, contract or otherwise,
which it might otherwise be found to have in respect of this
announcement.
Revised Indicative Timetable of Principal Events
Event Time and/or date (1)
Signing of the Acquisition Agreement 12 January 2024
Publication of the Report and Accounts After market close on
and Interim Results, and notification 15 January 2024
of the same
Restoration of New Ordinary Shares 7.30 a.m. on
to trading on AIM 16 January 2024
Admission of the Placing Shares to 8.00 a.m. on
trading on AIM 16 January 2024
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, and are subject to
change.
In the event that the Company is unable to proceed with the
Placing or otherwise satisfy any of the necessary prior conditions
for Restoration and Admission, then admission of the Company's
shares to trading on AIM would be cancelled and a further
announcement made in that regard.
Key Statistics
Number of New Ordinary Shares in
Issue
(following the Share Capital Reorganisation) 10,178,185
Number of Placing Shares 169,000,000
Gross proceeds of the Placing GBP2.1 million
Net proceeds of the Placing (1) GBP1.8 million
Percentage of enlarged share capital
represented by the Placing Shares 94.3%
Number of Ordinary Shares in issue
immediately following Admission 179,178,185
Market capitalisation of the Company GBP2.2 million
immediately following Admission at
the Placing Price
Maximum number of Ordinary Shares
arising from potential exercise of
the Broker Warrants 30,712,000
Maximum number of Ordinary Shares
in issue following Admission and
assuming maximum exercise of the
Broker Warrants (2) 209,890,185
Notes:
(1) Net proceeds are stated after deduction of estimated total expenses of approximately GBP0.3m.
(2) Assumes all Broker Warrants are exercised and no further
issue of shares between Admission and the date of exercise.
IMPORTANT INFORMATION
This Announcement should be read in full, and the Circular and
subsequent regulatory announcements should be read in full, by
those lawfully entitled to be in possession of them and investors
should read the Principal Risks and Uncertainties contained within
the Annual Report once published later today.
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 the securities laws of any state or any other
jurisdiction of the United States. The Placing Shares may not be
offered or sold, directly or indirectly, in or into the United
States (except pursuant to an exemption from, or a transaction not
subject to, the registration requirements of the US Securities
Act). No public offering of the Placing Shares is being made in the
United States. The Placing Shares are being offered and sold only
outside the United States in "offshore transactions" within the
meaning of, and in reliance on, Regulation S under the Securities
Act.
The Placing Shares have not been approved or disapproved by the
United States Securities and Exchange Commission, any state
securities commission in the United States or any other regulatory
authority in the United States, nor have any of the foregoing
authorities passed on or endorsed the merits of the Placing and/or
the Broker Option or the accuracy or adequacy of the information
contained in this announcement. Any representation to the contrary
is a criminal offence in the United States.
The securities referred to herein have not been and will not be
registered under the applicable securities laws of Australia,
Canada, Japan, New Zealand or the Republic of South Africa and,
subject to certain exceptions, may not be offered or sold within
Australia, Canada, Japan, New Zealand or the Republic of South
Africa or to any national, resident or citizen of Australia,
Canada, Japan, New Zealand or the Republic of South Africa.
Members of the public are not eligible to take part in the
Placing. This announcement is for information purposes only and is
being made in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 does not require the approval of the
relevant communication by an authorised person.
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
and/or the Directors' current expectations and projections about
future events. These statements, which sometimes use words such as
"anticipate", "believe", "intend", "estimate", "expect" and words
of similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions that
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by any such forward-looking statement. Statements contained
in this announcement regarding past trends or activities should not
be taken as a representation that such trends or activities will
continue in the future. The information contained in this
announcement is subject to change without notice and neither SCM
nor TPI nor, except as required by applicable law, the Company
assumes any responsibility or obligation to update publicly or
review any of the forward-looking statements contained herein. You
should not rely on forward-looking statements, which speak only as
of the date of this announcement.
Background to and reasons for the Placing
Information in connection with the background to and reasons for
the Placing can be found within the letter from the Bob Moore,
Acting Executive Chairman, to Shareholders dated 4 December 2023
and contained within the Circular of the same date. This letter
should be read in conjunction with the subsequent announcements
made by the Company in connection with the Acquisition and the
revised fundraising target.
In summary, the Company set out to raise funds via the Placing
to ensure the continuation of the Company's business activities and
it is believed that the resumption of greater growth in the
business is likely to require access to additional capital. After
the Circular was posted to shareholders, the Company announced the
Prospective Acquisition and associated Revised Fundraising. As
announced on 12 January 2024, the Company confirmed that it had
concluded its due diligence on the assets of the water testing
business previously operated by Modern Water Limited ("Modern
Water") and that the Acquisition Agreement with DeepVerge and
Innovenn UK Limited (a DeepVerge subsidiary) had been signed.
Use of Proceeds
The net proceeds of the Placing are expected to be deployed as
follows:
-- to satisfy the cash consideration in full for the Acquisition
of the assets and business of the water testing business previously
operated by Modern Water pursuant to the Acquisition Agreement;
and
-- to support the working capital needs of the Company as
enlarged by the acquired business and to promote the integration of
the newly acquired assets/business.
The remaining net proceeds of the Placing, being GBP1.8 million
(and monies to be received by the Company pursuant to the exercise,
if any, of the Broker Warrants) will be used as a further working
capital buffer and also in respect of certain growth initiatives -
including in support of commercialisation of new products in
ProteinID and PFAS detection through distribution partners, and
investing in other targeted growth opportunities for both the
original MSYS business and the acquired operations once
restarted.
The Company intends to enter into new contractual arrangements
with key customers, distributors and partners of the former Modern
Water reagents business. The Company has received an indication
from a key distributor that, subject to completion of the
Acquisition ("Completion"), it will enter into a contract with the
Company and, subject thereto, the Company anticipates being able to
receive a milestone payment on the commissioning of testing
equipment already in situ with certain end customers of this
distributor. Subject to further evaluation of the market
opportunity and any necessary amendments or updates to equipment
design specifications, Microsaic also intends to seek to enter a
new agreement with the outsourced manufacturer of Microtox(R)
testing units, in order to be able to supply, install and
commission additional water testing equipment where there is market
appetite. As previously indicated, it may be appropriate for the
Company to seek further growth capital. The enlarged and reset
Company will be operating from a substantially reduced cost base
using outsourced services for manufacturing and servicing of
Microsaic technologies.
Principal Terms of the Placing
The Company has conditionally raised a total of approximately
GBP 2.1 million (before expenses) through the Placing of
169,000,000 Placing Shares at the Placing Price to new and existing
investors.
The Placing is conditional, inter alia, upon:
-- the Placing Agreement having been entered into and having
become wholly unconditional in all other respects save in relation
to Admission and not having been terminated in accordance with its
terms prior to 16 January 2024 or such later date as may be agreed
by TPI, SCM and the Company being not later than 24 January 2024
(the "Long Stop Date");
-- the Acquisition Agreement having been entered into and, save
only for Admission, having become wholly unconditional and not
having been terminated in accordance with its terms prior to
Admission;
-- restoration of the Company's New Ordinary Shares to trading
on AIM having occurred as described in the announcement dated 12
January 2024 and in this announcement;
-- the Company allotting, subject only to Admission, the Placing
Shares in accordance with the Placing Agreement and allotting the
Broker Warrants; and
-- Admission of the Placing Shares to trading on AIM becoming
effective by no later than 8.00 a.m. on 16 January 2024 (or such
later time as may be agreed between SCM, TPI and the Company being
no later than 8.00 a.m. on the Long Stop Date).
The Placing Shares will be credited as fully paid and will rank
pari passu in all respects with the New Ordinary Shares then in
issue, including the right to receive all future distributions,
declared, paid or made in respect of the New Ordinary Shares from
the date of Admission. The Placing Shares will represent
approximately 94.3 per cent. of the Enlarged Issued Share Capital,
if no Broker Warrant are validly exercised.
Application has been made for the Placing Shares to be admitted
to trading on AIM and is expected to become effective at 8.00 a.m.
on 16 January 2024, provided the Annual Report and Interim Results
have been published and their availability notified by way of a
regulatory information service, and Restoration has occurred at
7.30 a.m. that date. The Placing Agreement also provides for
Admission to otherwise occur on such later date as the Company, SCM
and TPI may agree, being not later than 24 January 2024. The
Placing Settlement of the Placing Shares is expected to take place
within the CREST system following Admission.
It is expected that CREST accounts of the Placees who will hold
their New Ordinary Shares in CREST will be credited with their
Placing Shares on 16 January 2024. In the case of Placees holding
Ordinary Shares in certificated form, it is expected that
certificates will be dispatched during the week commencing 22
January 2024.
The Placing is not being underwritten and the Placing Shares are
not subject to clawback.
Broker Warrants
In connection with the Placing, the Company has agreed to allot
to JIM Nominees Limited (as nominee on behalf of TPI, acting as the
Company's broker and placing agent) warrants over 30,712,000 New
Ordinary Shares, exercisable in whole or in part at the Placing
Price for the period up to 5:00 p.m. on the date that is 5 years
from the date of Admission (the "Broker Warrant").
The allotment and issue of the Broker Warrant is subject to
Admission, amongst other things.
Any issue of New Ordinary Shares pursuant to the Broker Warrant
will be made on the same terms and conditions as the issue of the
Placing Shares. The Broker Warrant is not being offered to the
public and is not being offered or sold in any jurisdiction where
it would be unlawful to do so.
Any New Ordinary Shares issued pursuant to the exercise of all
or part of the Broker Warrants will be credited as fully paid and
will rank pari passu in all respects with the New Ordinary Shares
then in issue, including the right to receive all future
distributions, declared, paid or made in respect of the New
Ordinary Shares from the date of their admission. If the Broker
Warrant is fully exercised, the number of New Ordinary Shares
arising will represent approximately 14.6 per cent. of the Enlarged
Issued Share Capital.
Intended Participation by Directors in the Placing
Bob Moore and Nigel Burton (the "Directors") have indicated
their intention to subscribe for in aggregate, 11,040,000 Placing
Shares at the Placing Price, representing 6.5 per cent. of the
Placing Shares (excluding any further issuance of Ordinary Shares
or the exercise of any of the Broker Warrants).
The intended aggregate participation in the Placing by the
Directors will constitute a related party transaction under AIM
Rule 13. Ordinarily an independent director would consult with the
Company's nominated adviser to confirm whether the terms of a
related party transaction are fair and reasonable in so far as
shareholders are concerned. In the absence of such an independent
director in the context of this related party transaction, Singer
Capital Markets (acting as the Company's nominated adviser) has
considered the terms of the Directors' expected participation and
confirms that the terms of the transaction are fair and reasonable
in so far as shareholders are concerned.
The expected participations by the Directors are included in the
aggregate Placing described in this announcement as they will be
confirmed shortly after the expected publication of the Report and
Accounts and the Interim Results, and their notification by way of
a Regulatory Information Service, later today.
Placing Agreement
The Company will enter into a Placing Agreement with each of SCM
and TPI, pursuant to which SCM has agreed to act as nominated
adviser in connection with, amongst other things, the Placing and
TPI has agreed (as the Company's placing agent) to use reasonable
endeavours to procure placees for the Placing Shares at the Placing
Price. The Company has also granted the Broker Warrants to Turner
Pope. The Placing Price represents a discount of approximately 70.4
per cent. to the equivalent pre-reorganised closing mid-market
price on 30 June 2023 , being the last day of trading prior to
suspension of the Company's shares. The Placing Price was increased
during the market sounding for the Placing, reflecting the demand
generated.
The Placing Agreement will contain customary warranties given by
the Company to SCM and TPI as to matters relating to the Company
and its business and a customary indemnity given by the Company to
SCM and TPI in respect of liabilities arising out of or in
connection with the Placing. Each of SCM and TPI is entitled to
terminate the Placing Agreement in certain circumstances prior to
Admission, including circumstances where any of the warranties is
found not to be true or accurate or to be misleading in any respect
or on the occurrence of certain force majeure events.
Acquisition
As announced on 12 January 2024, the Company executed and
exchanged the Acquisition Agreement with DeepVerge plc and Innovenn
UK Limited to acquire certain assets (the "Assets") for a total
consideration of GBP100,000, payable at Completion.
The Assets comprise the trade and all equipment used by the
Modern Water business relating to the manufacturing of the
Microtox(R) bio-reagents, related trade names, intellectual
property, design and all manufacturing rights for water testing
equipment using Microtox(R) bio-reagent as a consumable, known as
the FX, LX and Continuous Toxic Measurement (CTM) machines.
Completion is subject to various conditions including Admission
and the delivery of several intellectual property assignments to
the benefit of the Company by no later than 24 January 2024. At
Completion, the assets will be transferred to the Company and the
consideration of GBP100,000 paid to the sellers.
Completion of the Acquisition is expected to occur by no later
than 24 January 2024, following Restoration and Admission, both of
which are expected on Tuesday 16 January, 2024, at 7.30 a.m. and
8.00 a.m. respectively. Completion will be confirmed by way of a
separate announcement.
Current Trading
Summary information in connection with the recent historic and
current trading performance of the Company is contained within the
Circular. Additional detail will be made available in the Annual
Report and Accounts 2022 and the Interim Results (for the first six
months of 2023), both of which are expected to be published after
the market close on or around 15 January 2024 (being the day
immediately prior to the expected date for Restoration and
Admission). Notification of the publication of these results will
be made in accordance with AIM Rules.
Principal Risks and Uncertainties
The attention of Shareholders and other investors is drawn to
the Principal Risks and Uncertainties set out in the Annual Report
and Accounts 2022 which is expected to be published after the
market close on or around 15 January 2024 (being the day
immediately prior to the expected date of Restoration and
Admission).
Further announcements will be made as appropriate.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEFZGMMKKNGDZM
(END) Dow Jones Newswires
January 15, 2024 10:45 ET (15:45 GMT)
Grafico Azioni Microsaic Systems (LSE:MSYS)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni Microsaic Systems (LSE:MSYS)
Storico
Da Feb 2024 a Feb 2025
