TIDMTRT
RNS Number : 7909S
Transense Technologies PLC
13 March 2019
THIS ANNOUNCEMENT, INCLUDING 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, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF TRANSENSE TECHNOLOGIES PLC IN THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL
Transense Technologies plc
("Transense", the "Company" or the "Group")
Placing to raise up to GBP2.555m and
General Meeting
Transense Technologies plc, the provider of sensor systems for
the industrial, mining and transportation markets, is pleased to
announce that it has raised gross proceeds of up to GBP2.555
million through a placing of up to 4,258,334 new ordinary shares of
10 pence each in the capital of the Company ("Ordinary Shares") at
a price of 60 pence per Ordinary Share (the "Issue Price") (the
"Placing").
Summary of the Placing:
-- Placing to raise gross proceeds of up to GBP2.555 million at
a price of 60 pence per new Ordinary Share;
-- The proceeds of the Placing will provide working capital to
grow and develop Transense's iTrack trade, including the funding of
further research and development, which will drive the future
growth in iTrack sales;
-- The Placing will comprise the placing of separate tranches of new Ordinary Shares;
o The first tranche of shares ("First Tranche Shares") to be
admitted to trading on the AIM market of the London Stock Exchange
plc ("AIM") on 19 March 2019;
o The second tranche of shares ("Second Tranche Shares") to be
admitted to trading on AIM shortly following receipt by the Company
of HMRC EIS advance assurance (the "HMRC EIS Advance
Assurance");
o The third tranche of shares ("Third Tranche Shares") to be
admitted to trading on AIM conditional on the passing of
resolutions (the "Resolutions") to be put to shareholders at the
general meeting to be held by the Company (further details on which
can be found in this announcement);
o The fourth tranche of shares ("Fourth Tranche Shares") to be
admitted to trading on AIM following receipt of HMRC EIS Advance
Assurance and also conditional on the passing of the Resolutions;
and
o The fifth tranche of shares ("Fifth Tranche Shares") to be
admitted to trading on AIM following receipt of HMRC EIS Advance
Assurance, conditional on the passing of the Resolutions and
assuming these conditions are satisfied, to be admitted to trading
on AIM no earlier than 8 April 2019;
The First, Second, Third, Fourth and Fifth Tranche Shares being
together the "Placing Shares".
-- General meeting of the Company to be held at the offices of
finnCap Limited at 60 New Broad Street, London EC2M 1JJ at 2.00
p.m. on 1 April 2019 (the "General Meeting").
Graham Storey, CEO of Transense, commented "We are pleased by
support shown by existing and new institutional and other
shareholders in this Placing, highlighting significant investor
confidence in our technology. The size of the placing has been
materially increased to meet investor demand, significantly
strengthening our balance sheet which will be beneficial during
future ongoing evaluations by potential industry partners and
customers."
Details of the Placing
finnCap Ltd ("finnCap") acted as nominated adviser, broker and
sole bookrunner in connection with the Placing. No part of the
Placing is underwritten.
The Placing of the First Tranche Shares is conditional upon
admission of the First Tranche Shares to trading on AIM becoming
effective ("First Admission") and the placing agreement between the
Company and finnCap (the "Placing Agreement") not being terminated
in accordance with its terms.
The Placing of the Second Tranche Shares is conditional upon
First Admission, the HMRC EIS Advance Assurance, the admission of
the Second Tranche Shares to trading on AIM becoming effective by
no later than 5 April 2019 ("Second Admission") and the Placing
Agreement not being terminated in accordance with its terms; of the
GBP1.1m of gross placing proceeds to be raised by the Placing of
the Second Tranche Shares, GBP200,000 is conditional on HMRC EIS
Advanced Assurance by no later than close of business on 29 March
2019.
The Placing of the Third Tranche Shares is conditional upon
First Admission, the passing of the Resolutions, admission of the
Third Tranche Shares to trading on AIM becoming effective ("Third
Admission") and the Placing Agreement not being terminated in
accordance with its terms.
The Placing of the Fourth Tranche Shares is conditional upon
First Admission, the HMRC EIS Advance Assurance, the passing of the
Resolutions, Third Admission, admission of the Fourth Tranche
Shares to trading on AIM becoming effective ("Fourth Admission")
and the Placing Agreement not being terminated in accordance with
its terms.
The Placing of the Fifth Tranche Shares is conditional upon
First Admission, the HMRC EIS Advance Assurance, the passing of the
Resolutions, Third Admission, Fourth Admission, admission of the
Fifth Tranche Shares to trading on AIM becoming effective by no
earlier than 8 April 2019 ("Fifth Admission") and the Placing
Agreement not being terminated in accordance with its terms.
The Placing Shares, when issued, will represent approximately 35
per cent. of the Company's issued share capital prior to the
proposed Placing. The Placing Price of 60 pence per new Ordinary
Share represents a discount of approximately 9 per cent. to the
closing mid-market price of 66 pence per Ordinary Share on 12 March
2019, being the last trading day immediately preceding the date of
this Announcement.
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 in respect of such Ordinary
Shares after the date of their admission to trading on AIM.
Related Party Transactions:
Substantial Shareholders
Walker Crips Stockbrokers Limited ("Walker Crips") and CriSeren
Investments Limited ("CriSeren") have agreed to subscribe for an
aggregate of 840,050 Placing Shares and 266,666 Placing Shares,
respectively pursuant to the Placing. Walker Crips and CriSeren are
related parties of the Company for the purposes of the AIM Rules by
virtue of their status as substantial shareholders holding 10% or
more of the existing Ordinary Shares.
The Directors consider, having consulted with the Company's
nominated adviser, finnCap, that the terms upon which Walker Crips
and CriSeren are participating in the Placing are fair and
reasonable insofar as the Company's shareholders are concerned.
General Meeting and Shareholder Approval
For the Third, Fourth and Fifth Tranche Shares to be admitted to
trading on AIM, Shareholder approval is required:
(a) by way of an ordinary resolution to give the Directors
authority to allot the Third, Fourth and Fifth Tranche Shares;
and
(b) by way of a special resolution to dis-apply statutory
pre-emption rights in respect thereof.
In order to obtain the necessary shareholder approval, a General
Meeting of the Company is to be held at which the Resolutions will
be proposed. A circular containing a notice of General Meeting will
be sent to shareholders shortly and will be available from the
Company's website at www.transense.co.uk
Admissions and Total Voting Rights
Application has been made to the London Stock Exchange for First
Admission. Application will be made for the subsequent Admissions
shortly.
Tranche Number of Value at Expected Admission Date Voting Rights*
Shares Placing Price (all at 8.00 a.m.)
Tranche
1 537,622 GBP0.32m 19 March 2019 12,586,570
---------- --------------- ------------------------ ---------------
Following receipt of
Tranche the HMRC EIS Advance
2 1,847,331 GBP1.11m Assurance 14,433,901
---------- --------------- ------------------------ ---------------
Tranche
3 950,049 GBP0.57m 2 April 2019 15,383,950
---------- --------------- ------------------------ ---------------
Following receipt of
the HMRC EIS Advance
Tranche Assurance and passing
4 656,666 GBP0.39m of the Resolutions** 16,040,616
---------- --------------- ------------------------ ---------------
Following receipt of
the HMRC EIS Advance
Assurance and passing
of the Resolutions and
Tranche expected no earlier
5 266,666 GBP0.16m than 8 April 2019 16,307,282
---------- --------------- ------------------------ ---------------
* Assumes admission of preceding tranches. The Company has in
issue 12,048,948 Ordinary Shares and in addition has 9,548,948
deferred shares of 40 pence each which do not carry voting
rights.
** Assumes HMRC EIS Advance Assurance is received prior to the
General Meeting and the Resolutions are passed at the General
Meeting.
For further information please visit www.transense.co.uk or
contact:
Transense Technologies plc Tel: +44 (0) 1869 238380
Graham Storey, Chief Executive
finnCap Tel: +44 (0) 20 7220 0500
Ed Frisby, Giles Rolls, Kate Bannatyne
(Corporate Finance)
Tim Redfern, Manasa Patil (ECM)
IFC Advisory Tel: +44 (0) 20 3934 6630
Tim Metcalfe, Graham Herring, Heather
Armstrong
About iTrack II
The iTrack II Mining system provides real-time data on the
condition of the tyres, combined with live tracking of vehicle
location and status. Our 24/7 Control Room monitors the pressures
and temperatures live, and this information can, for example, be
used to ensure tyres do not exceed critical heat thresholds, to
detect incorrect load distributions, predict suspension failures
and eliminate manual tyre pressure checks. The Directors believe
that these benefits maximise the hours a truck is working (Truck
Uptime) and improve productivity by minimising maintenance
requirements and using data to identify underperforming trucks.
www.trans-logik.com/itrack-2/
About Transense Technologies
Based in Oxfordshire, UK, Transense has developed
patent-protected sensor systems and supporting technology for use
in a variety of diverse high growth markets. The Directors believe
that Transense's Surface Acoustic Wave (SAW), wireless,
battery-less, sensor systems offer advantages over legacy wireless
sensor systems. Transense is targeting the transport and mining
industries, and the global torque, temperature and pressure sensing
markets, via its trading divisions, Translogik and SAWSense.
Transense's shares are admitted to trading on AIM (AIM:
TRT).
www.transense.co.uk
The information communicated in this announcement is inside
information for the purposes of Article 7 of Regulation
596/2014.
IMPORTANT NOTICES
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Notices" section of this announcement.
This announcement does not constitute a prospectus for the
purposes of the Prospectus Rules of the FCA, nor does it comprise
an admission document prepared in accordance with the AIM Rules.
Accordingly, this announcement has not been approved by or filed
with the FCA.
finnCap, which is authorised and regulated in the United Kingdom
by the FCA, is acting as nominated adviser, broker and sole
bookrunner to the Company for the purposes of the AIM Rules
exclusively for the Company and no one else and will not be
responsible to any other person for providing protections afforded
to their customers nor for providing advice in relation to the
contents of this announcement. No representation, warranty, express
or implied, is made by finnCap for the accuracy of any information
or opinions contained in this announcement or the omission of any
material information, nor has finnCap authorised the contents of
this announcement for any purpose and no liability whatsoever is
accepted by finnCap. finnCap expressly disclaims all and any
responsibility or liability whether arising in tort, contract or
otherwise which they might otherwise have in respect of this
announcement.
Forward-Looking Statements
This announcement contains forward-looking statements. These
statements relate to the Group's future prospects, developments and
business strategies. Forward-looking statements are identified by
their use of terms and phrases such as "potential", "estimate",
"expect", "may", "will" or the negative of such terms and phrases,
variations or comparable expressions, including references to
assumptions. The forward-looking statements in this announcement
are based on current expectations and are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by those statements. These
forward-looking statements speak only as at the date of this
announcement. No statement in this announcement is intended to
constitute a profit forecast or profit estimate for any period.
Neither the Directors nor the Company undertake any obligation to
update forward-looking statements other than as required by the AIM
Rules or by the rules of any other securities regulatory authority,
whether as a result of new information, future events or
otherwise.
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.
END
IOELLFFEVDIVLIA
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