TIDMNLG
RNS Number : 6793Q
Arria NLG PLC
01 December 2016
1 December 2016
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR")
Arria NLG plc
("Arria NLG" or the "Company")
Timetable and Progress to New Zealand and Australia IPO
Arria NLG (AIM: NLG.L), on behalf of itself and its subsidiaries
(the "Arria Group"), is pleased to announce its timetable and
progress toward the Arria Group's IPO and associated listings on
the New Zealand Stock Exchange Main Board ("NZX") and Australian
Stock Exchange Main Board ("ASX").
Expected NZX Listing Date
Further to the Company's announcement on 31 October 2016, the
Board advises that the Arria Group now expects to IPO and move its
primary listing to NZX with a secondary listing on ASX (together
the "Listings") in March 2017.
Scheme of Arrangement
To enable the primary listing on NZX, the Company has organized
a New Zealand company, Arria NLG Limited ("Arria NZ") to become the
successor holding company and wholly owning parent of the Arria
Group. Subject to shareholder approval, this transition will be
achieved through a scheme of arrangement under the UK Companies Act
2006 (the "Scheme").
On completion of the Scheme, Arria Group shareholders will hold
a like number of Arria NZ shares (which will be traded on NZX and
ASX) rather than their Arria NLG plc shares, which are currently
traded on AIM.
In conjunction with the Scheme and ahead of or concurrently with
the IPO and Listings, the Company will apply to AIM to cancel
trading in the Company's ordinary shares and warrants. As regards
the previously advised relisting on the London market, the Company
has determined that a listing on the Main Market of the London
Stock Exchange will be sought at a future time rather than
concurrently.
As the Scheme requires approval of both the London High Court
and the shareholders, in December 2016 or January 2017 the Company
will send shareholders a circular containing full details of the
Scheme, resolutions with voting materials and the recommendation of
the Company's board for shareholder approval.
Details of the IPO on NZX
The key terms of the IPO offer are:
Date: March 2017
IPO size: NZ$25 million* plus overallotments
IPO securities: An offer bundle (the "Offer Bundle") issued by
Arria NZ consisting of:
- one new ordinary share in Arria NZ ("Ordinary Share");
plus
- two offer options ("Offer Options")
Each Offer Option will be exercisable into one Ordinary Share
until
15 June 2021 at an exercise price of NZ $1.00.
Offer Bundle pricing: NZD$1.00
*Currently NZ$25 million is approximately GBP14 million at an
exchange rate of NZ $1.00 = GBP0.57
As an update to the previously announced underwriting plan, the
Company is intending to raise pre IPO funding, details of which are
set out below.
Details of IPO Pre-subscriptions
In advance of the Listings, the Company will offer a private
placement of up to NZ$25 million of IPO pre-subscriptions from
qualified investors in jurisdictions outside the UK. The Company
has appointed Rainmaker Securities, LLC ("Rainmaker") to assist in
a US private offering to accredited investors. Rainmaker is a
Chicago based registered broker-dealer that specialises in sourcing
capital for growth issuers, particularly in the technology sector.
The US private offering will open this week.
The key terms of the IPO pre-subscription offer are:
Minimum investment: New Zealand Dollar equivalent of US$500,000
Securities offered: New Zealand Dollar denominated unsecured
loan notes of Arria NLG. All interest (five percent (5%) per annum)
will accrue and be applied towards Offer Bundles on conclusion of
the IPO (the "Notes")
Conversion: On completion of the Scheme and IPO, the Notes and
accrued interest will be acquired by Arria NZ in exchange for Offer
Bundles
Offer Bundle price: NZ$1.00 per Offer Bundle
Additionally, if at any time up until maturity of the Notes on
30 June 2017, the Board of Arria NLG should form the view (as a
result of changes in global markets or for any other reason) that
the capital appreciation prospects for shareholders of Arria NLG
are better served by retaining the trading of Arria NLG's ordinary
shares on AIM or if for any other reason the Scheme is not
completed by 30 June 2017, Arria NLG undertakes to issue offer
bundles of Arria NLG securities, having terms similar to the Offer
Bundles, in exchange for the Notes. In this case the Company would
not cancel trading in its ordinary shares and warrants on AIM.
Capital recap
Over the last four years Arria NLG has invested c. GBP45 million
to establish its global capabilities including paths to market,
trial marketing, strategic partnering and beta-testing of the
Company's NLG technologies. During this phase Arria NLG has gained
invaluable market intelligence and applied it to product
development. Over the past 18 months in particular, projects and
partnerships have been undertaken across the USA, Europe and Asia
Pacific with companies including:
IBM, Genpact, Charles Schwab, Cognizant, Comcast, Con Edison,
Deloitte, Deutsche Bank, Farmlink, HSBC, Macquarie, McKinsey &
Company, MeteoGroup, Microsoft, P&G, Pepsi, Results.com, Royal
Bank of Canada, Rolls Royce, Sabre, Sanofi and Samsung.
This experience has culminated in the Company's three-pronged,
multi-vertical approach to the market. The Company now licenses its
NLG technologies via three distinct service offerings, all of which
support the recurring revenue model central to the Company's
commercial strategy:
1. Professional Services - the development and licencing of
large custom applications for enterprise-level clients;
2. Recount - a subscription-based Software-as-as Service accounting product; and
3. The NLG Developer Cloud - the provision of tools that enable
the 18-million-strong global third-party developer community to
build NLG applications using our technology.
The Purpose of the IPO
The purpose of the IPO is to raise new capital so that the Arria
Group can pursue growth opportunities, further develop its SaaS
products (including launching those products in more geographical
territories); develop its NLG Developer Cloud products; extend the
Arria brand internationally; and fund the working capital
requirements of the Arria Group.
Arria NLG's objective is to be well capitalised and positioned
to build and standardize a software technology that enables data to
be transformed into narrative by machines-becoming the standard
toolset for NLG applications development worldwide.
Sharon Daniels, Arria Chairperson and Interim CEO said, "We
believe that the Arria Group is igniting a global revolution in
communication, and that the NLG tools and systems we are bringing
to the world will fundamentally change the way people interact with
technology. The group's capital plans will further strengthen
Arria's position in this fast growing market."
+++++++++++++++++++++++++++++++++
For further information, please visit www.arria.com or
contact:
Arria NLG plc
Chairperson and Interim Chief Executive - Sharon Daniels Tel +44
(0)20 7100 4540
Allenby Capital (Nominated Adviser & Joint Broker)
Nick Naylor/Jeremy Porter/James Reeve Tel: +44 (0)20 3328
5656
MSL Capital Markets (Lead Manager)
Andrew McDouall/Justine Dunnett/Peter Lynds Tel: +64 (0)4 472
2716
Rainmaker Securities LLC (US broker/dealer) Tel: + 1(312)
254-5048
500 N. Michigan Avenue, Suite 600
Chicago, IL 60611
Glen Anderson - ganderson@rainmakersecurities.com
Stuart Sugarman - ssugarman@rainmakersecurities.com
Stockdale Securities (Joint Broker)
Antonio Bossi/Robert Finlay Tel: +44 (0)20 7601 6100
IFC Advisory (Financial PR and IR)
Tim Metcalfe/Graham Herring/Heather Armstrong Tel: +44 (0)20
3053 8671
tim.metcalfe@investor-focus.co.uk
graham.herring@investor-focus.co.uk
heather.armstrong@investor-focus.co.uk
Ruder Finn (PR USA)
Scott Beaver (West Coast) Tel: +1 541-326-5847
Brianna Mulligan (East Coast) Tel: +1 203-246-1304
Arria NLG plc
The Arria Group's core product is known as the Arria NLG
Platform, a form of artificial intelligence software, specialised
in extracting information from complex data sources and
communicating that information in natural language (i.e. as if
written by a human). The scientific foundation for the Arria NLG
Platform is based on more than 30 years of research and development
by the Arria Data2Text Limited founders at the University of
Aberdeen.
For additional information, visit www.arria.com. Follow Arria
NLG on Twitter, LinkedIn, Google+ and YouTube.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEAPAFELDKFEF
(END) Dow Jones Newswires
December 01, 2016 03:45 ET (08:45 GMT)
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