Placing, Open Offer, Acquisition and GM Notice

 

THIS ANNOUNCEMENT IS RESTRICTED AND IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR NEW ZEALAND OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

 

2 July 2013

OMG plc

("OMG", the "Group" or the "Company")

 

Placing and Open Offer to raise up to £9m

 

- Acquisition of Mayrise Limited -

- Accelerate investment in OMG Life growth to exploit Autographer market opportunity -

 

OMG plc, (LSE: OMG), the technology group providing image understanding products for the entertainment, defence, life science and engineering industries, is pleased to announce a share issue to raise up to approximately £9.0 million (before expenses) through the issue of up to 27,586,208 New Ordinary Shares by way of a Placing at 29 pence per Ordinary Share to certain institutional investors and Directors through N+1 Singer and up to a further 3,473,616 New Ordinary Shares to be issued through an Open Offer at 29 pence per New Ordinary Share.  The Directors of the business will subscribe £205,000 to the Placing.

 

The proceeds of the Placing will be used for two purposes:

 

·      Primary purpose is to facilitate the acquisition of Mayrise Services Limited ("Mayrise"), a provider of
highways asset management software products and services to the local authorities and Utilities in the
UK, for £6m.

·      Secondary purpose is to provide OMG Life with £2m of funding to accelerate the exploitation of
opportunities in the Autographer market.

 

To the extent that further funds are raised via the non-underwritten Open Offer, these will be used to exploit opportunities in the Autographer market.

 

The total amount that the Company could raise under the Fundraising is approximately £9.0 million (before expenses), assuming all the Open Offer Entitlements are taken up. The Placing is being fully underwritten by N+1 Singer on, and subject to, the terms of the Placing Agreement. The Open Offer is not underwritten, and accordingly, as set out below the minimum proceeds under the Fundraising are approximately £8.0 million (before expenses). The Issue Price of 29 pence per New Ordinary Share represents a discount of approximately 9.4 per cent to the price of 32 pence per share, being the Closing Price of the Company's Ordinary Shares on 1 July 2013.

 

Copies of the Circular will be available free of charge from the Company's website (www.omgplc.com) and at the offices of OMG plc, 14 Minns Business Park, West Way, Oxford, OX2 0JB during normal business hours on any weekday (public holidays excepted).

 

Acquisition of Mayrise

 

The proceeds of the Placing will be used to acquire 100 per cent of Mayrise for an initial consideration of £5.3m in cash, payable at Completion. Deferred consideration of up to £0.7 million in cash is payable contingent on the Company agreeing Mayrise's 2012 EBITDA. Mayrise will form part of Yotta Limited ("Yotta") the Group's software and services business specialising in the highways market.

 

The Directors believe that a combination of Mayrise and Yotta, OMG's highways technology arm, will:

 

·      be immediately earnings enhancing;

·      make Yotta profitable - accelerating its platform for future growth;

·      further improve Yotta's visibility and recurring revenue base, benefiting from Mayrise's annually recurring
software revenues;

·      extend Yotta's product range, creating a complementary combined product and service offering;

·      increase the addressable market, opening up increased sales opportunities within Yotta's core local
authority customer base;

·      accelerate Yotta's Horizons Software-as-a-Service ("SaaS") market penetration;

·      extend the Horizons platform into the utilities market;

·      provide opportunities to leverage and cross-sell Mayrise's customer base; and

·      secure additional value through skills sharing in support, development and training.

 

Investment in OMG Life and Autographer

 

The secondary purpose is to augment the Group's working capital to allow the OMG Life business to exploit the current market opportunity for its first consumer product, Autographer,the world's first intelligent, wearable camera.

 

The Directors believe that the additional money raised will help to exploit the Autographer opportunity to:

·      expand production volume capability to meet expected demand;

·      augment working capital;

·      establish first mover brand advantage; and

·      accelerate market development.

 

Current Trading

 

The Group's trading remains in line with the comments made at the time of the interim results on 30 May 2013.

 

General Meeting

 

The Resolutions will be proposed at the General Meeting to be held at the offices of OMG plc, 14 Minns Business Park, Oxford, OX2 0JB at 2.00 p.m. on 19 July 2013.

 

Commenting on today's announcement Nick Bolton, Chief Executive of OMG plc, said:

 

"I am pleased to be announcing this successful Placing to fund the acquisition of Mayrise as well as to capitalise on the Autographer opportunity.

 

We believe that Mayrise has a clear strategic fit within Yotta and bringing these two businesses together will improve Group revenues as well as driving Yotta's growth. The combination represents an exciting opportunity for OMG to build on its position as a trusted, proven supplier of software and services for the highways industry.

 

This earnings enhancing deal will enable Yotta to provide an extended product offering to an enlarged client base, underpinned by a significant recurring revenue stream. With both Mayrise and Yotta operating within the same market, we expect to benefit from the opportunities presented to us as we seek to secure Yotta's profitable future.

 

As for exploiting our Autographer opportunity, we are excited about being at the forefront of the new and increasingly expanding wearable technology market. The additional funding will help to drive forward the development of Autographer as we look to capitalise on the global interest the product has generated."

 

For further information please contact:

 

OMG plc	+44 (0) 1865 261800
Nick Bolton, CEO
David Deacon, CFO
FTI Consulting	+44 (0) 20 7831 3113
Matt Dixon / Emma Appleton / Charles Palmer / Jessica Liebmann
N+1 Singer (NOMAD to OMG)	+44 (0) 20 7496 3000
Shaun Dobson / Jenny Wyllie

 

Notes to Editors

 

About OMG plc

 

OMG plc (Oxford Metrics Group. LSE: OMG) is a group of technology companies producing image understanding products and services for the entertainment, defence, life science and engineering industries.

 

The Group's technology is used to capture the movements of actors (for the movie industry), sportsmen (for video games or improving team performance), children with cerebral palsy, rehab patients and animals (for medical, life science and research industries.  The technology is also used for recording the condition of highways and the assets that surround them; or even for providing image intelligence and situational awareness from drone aircraft. Through this diverse offering the Group has earned its strong international reputation for precision from pixels.

 

Founded in 1984, the Group is headquartered in Oxford, UK, and has four offices in the US and two in the UK. It has customers in over 50 countries and is a quoted company listed on AIM, a market operated by the London Stock Exchange. The Group trades through four operating subsidiaries:  Vicon, the world's largest motion capture and movement analysis company, 2d3, a manufacturer of specialised image understanding software for defence applications, Yotta, our highways surveying business and OMG Life, a new consumer subsidiary.

 

The Group's global clients spanning the worlds of science, medicine, sport, engineering, gaming, film and broadcast include: major hospitals and research facilities such as Guy's Hospital, Nuffield Orthopaedic Centre and Loughborough University, engineering industry leaders including: Ford Motor Company, BMW, Airbus and Toyota, and in the entertainment sector; Sony, Industrial Light and Magic, Sega, Nintendo, UbiSoft, EA and Square Enix. In highways, clients include Highways Agency, East Sussex, Lancashire, Transport for London, Cheshire East and West as well as many others.

 

For more information about OMG, visit www.omgplc.com.

 

About Mayrise Limited

 

Mayrise was formed in 1993. It has built a customer base consisting of 115 customers from the UK's local authorities and public utilities organisations; 113 of these customers pay for annual support services.  Mayrise markets, sells and implements its products directly and employs 18 members of staff who are based in Gloucestershire.

 

Mayrise typically provides software applications to the environmental services departments of local authorities and to utilities companies. The customer utilises the application to record asset information in respect of highways, street works, street lighting, waste management and grounds maintenance.  The software can be provided as a standalone application or as a hosted solution.  There is also a separate mobile version to allow remote working.

 

The software operates in conjunction with a database which holds information about the quantity, age and condition of assets that the customer has within its total inventory.

 

Local authorities are under a statutory obligation to keep a register of street works undertaken or proposed to be undertaken in any street for which they are responsible.  Mayrise's "Street Works" module enables a local authority to meet this obligation and, in addition, allows a local authority and public utilities companies to electronically exchange data concerning the scheduling and scale of works carried out on the network of highways.

 

For more information about Mayrise, visit www.mayrise.co.uk. 

 

Important notice:

 

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any New Ordinary Shares, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Placing and Open Offer or otherwise. This announcement is not a prospectus and investors should not subscribe for or purchase any New Ordinary Shares referred to in this announcement. Any offer to acquire New Ordinary Shares referred to in this announcement will be made, and any investor should make his investment, solely on the basis of information in the Circular expected to be published and made generally available in the United Kingdom today. When made generally available, copies of the Circular may be obtained at no cost through the Company's corporate website

(http://www.omgplc.com).

 

The distribution of this announcement and/or the transfer of the New Ordinary Shares in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement should not be distributed, forwarded to, or transmitted in or into the United States, Australia, Canada, Japan, the Republic of South Africa or New Zealand.

 

The New Ordinary Shares referred to in this announcement will not be offered in or into any jurisdiction unless such an offer can be made without contravention of any unfulfilled registration or other legal or regulatory requirements. The New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold in the United States absent registration or an exemption from registration. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority, nor have the foregoing authorities passed upon or endorsed the merits of the Placing and Open Offer or the accuracy or adequacy of the information contained in this announcement or any other document. Any representation to the contrary is unlawful and is a criminal offence in the United States.

 

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and no one else in connection with the Placing and Open Offer and will not regard any other person (whether or not a recipient of the Circular) as its client in relation to the Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the Placing and Open Offer or any other matter referred to herein.

 

Cautionary note regarding forward looking statements:

 

This announcement includes certain ''forward-looking statements'' with respect to the business, strategy and plans of the Company and its current goals and expectations relating to its future financial condition and performance. Statements that are not historical facts, including statements about the Company's or the Directors' and/or management's beliefs and expectations are forward looking statements. Words such as ''believes'', ''anticipates'', ''estimates'', ''expects'', ''intends'', ''aims'', ''potential'', ''will'', ''would'', ''could'', ''considered'', ''likely'', ''estimate'' and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, those discussed in the Circular. Neither the Company nor any member of its group undertake any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the Prospectus Rules, the Disclosure and Transparency Rules and other applicable regulations.

 

Background for the Fundraising and use of proceeds

 

OMG Yotta - Acquisition of Mayrise Limited

 

The primary purpose of the Placing is to facilitate the acquisition of Mayrise. Mayrise will become part of Yotta Limited, which is the Group's software and services business specialising in highways technology. 

 

Yotta

 

Yotta is a company which provides software, services and outsourcing solutions to the public sector highways market.  It focuses on the efficient capture of information relating to highway condition, and the existence and condition of related assets. This information is then represented in graphic or other forms, and is analysed, interrogated and otherwise utilised through a combination of both Yotta's Horizons proprietary software as well as its associated professional services.

 

Yotta's Horizons software is sold using a SaaS model and provides map-based tools to enable the user to visualise the data that was captured during surveying. The software provides further functionality to enable the user to analyse and interrogate that data and subsequently make decisions to optimise investment in its highways or asset inventory. Yotta experienced significant growth in demand for its Horizons software during the financial year ending 30 September 2012.  During this period, the number of customers using the Horizons software increased from 1 to 16.  As at 31^st March 2013, the number of customers had increased to 22.

 

Mayrise

 

Mayrise's business has a high quality reputation and is built upon a strong foundation of contracted support revenues. The annual value, as at 31 December 2012, of these contracted payments is approximately £1.4 million per annum with no single customer dependency. The software systems provided by Mayrise enable its customers to fulfil many of their everyday functions, and there is a low level of cancellation or termination by customers. The Directors believe that this reflects both the value represented by Mayrise's products and their functionality. Consequently, contract revenues have been dependable and have grown consistently. In addition, Mayrise typically sells new software licences, professional services, bespoke development and training services throughout each financial year.

 

The unaudited financial performance of Mayrise over the past four years is as follows:-

 

£'000	Year ended 31st December 2009	Year ended 31st December 2010	Year ended 31st December 2011	Year ended 31st December 2012
Annual Support Revenues	919	1,008	1,053	1,339
Licence Revenue	488	337	627	300
Other Revenue	146	75	71	303
Total Revenue	1,553	1,420	1,751	1,942
EBITDA	615	527	805	1,033

 

As at 31 December 2012, Mayrise had net assets of £2.5 million including £2.8 million in cash.

 

Market addressed by the amalgamated companies

 

The Acquisition will extend Yotta's product range, creating a complementary combined product and service offering. This will increase the Group's addressable market, opening up increased sales opportunities within its core local authority customer base. There are 232 local authorities in England, Wales, Scotland and Northern Ireland. The software products that each company provides are complementary and no significant overlap of functionality exists between them. Yotta has mainly concerned itself with selling into the highways departments of local authorities, whereas Mayrise has successfully sold to the broader market represented by local authorities' environmental services departments. In addition, Mayrise also serves the public utilities sector, and this presents a further opportunity for Yotta's Horizons software product.

 

Reasons for the Acquisition

 

The Directors believe that the Acquisition has compelling strategic and financial logic and represents an attractive opportunity for Yotta to acquire complementary products, create high quality earnings and accelerate its growth.

 

The Directors believe that the principal benefits of the Acquisition are as follows:

 

·      To extend Yotta's current product range with a complementary solution

 

Yotta's existing software systems are complementary to those of Mayrise. Yotta and Mayrise together (the "Combined Company") will have a strengthened core market position as well as enhanced revenue opportunities as the two companies share very few software customers. The Combined Company will be able to target markets, which each separate company does not currently address.

 

·      Mayrise, its products and the market in which it operates are familiar to Yotta

 

Mayrise, its products and its customers are well known to Yotta. The ultimate destination for the data captured through Yotta's surveying activities is asset management systems such as those developed and marketed by Mayrise. This has enabled Yotta to gain valuable experience and insight into these systems. Yotta is familiar with many of Mayrise's customers through surveying activities which has allowed Yotta to work alongside Mayrise for many years and build a knowledge of it as a business. The Directors believe that this existing knowledge and experience will ease the process of integration and strengthen the influence the Combined Company will have with its customers in a wider marketplace.

 

·      Sales opportunities

Mayrise has a strong reputation within its customer base and operating sector, which has been achieved despite a lack of any significant marketing campaigns. It has differentiated itself from its competitors through the provision of low cost solutions while maintaining comparable functionality to its higher cost competitors. The Directors believe that an opportunity exists to take this strategy and change it gradually to encourage a higher value for the software and a more focussed, scalable sales effort.

 

·      Accelerate Horizons

 

The Directors believe that the Acquisition will accelerate the success of Yotta's Horizons product, as it will be able to leverage the platform to target a wider market. The Directors believe that the Acquisition would bring enhanced functionality to Yotta's existing product range, and that such functionality would be difficult to add organically due to the high costs which would be involved in developing the relevant knowledge, technology and customer connections. The Directors believe that acquiring Mayrise will provide this functionality and that, as referred to above, each company's product set will, after integration of the businesses, enhance the commercial appeal of the other and potentially expand the business' addressable market. In addition, the combined customer base offers significant cross-selling potential. Yotta has also identified the potential of the Horizons software to be utilised as a tool within the public utilities sector, and sees the presence of public utilities organisations within Mayrise's customer base as a route to that market.

 

OMG Life

 

The secondary purpose of the Placing is to provide the necessary funding to exploit the current market opportunity for OMG Life's Autographer product.  

 

Autographer, launched in September 2012, is the world's first automatic wearable camera. The camera has been designed to be worn by its user and to create automatically a visual record of the user's life. The picture taking is driven by a proprietary algorithm, which combines the information coming from a number of onboard sensors to decide when the best moment is to take a picture. The pictures that the camera takes can then be viewed and shared in a number of different ways through proprietary software on both a smartphone and a desktop computer.

 

Since December 2012, over 200 units have been in use in a variety of situations, providing invaluable insight into the use of the product and the capability of the technology and the product has received positive sentiment from early users, certain media and certain on-line forums. Following a period of tuning and enhancement, OMG Life recently announced that volume shipment will commence on 30 July 2013, and the unit will retail at £399. The product will be available exclusively to buy online through www.autographer.com.

 

Autographer Market

 

Autographer will compete in the expanding 'Wearable Technology' market, which includes other products such as Google Glass, the Pebble Watch, Go-Pro's video cameras and the Fitbit activity tracker each of which are experiencing high demand. Independent forecasts suggest this market might be worth $6 billion by 2016.

 

Through market research, the addressable market for Autographer in the UK has been estimated at up to 4.5 million devices. Various potential price points for Autographer have been market researched and this has revealed a relatively inelastic demand curve. As a result, the device will be sold at a premium price reflective of the unique combination of the technology incorporated into the device.

 

Use of Autographer investment

 

Given the working capital requirements of the wider Group, the funds which are available to OMG Life

currently limit the manufacturing volume to approximately 1500 cameras per month. Additional funding will allow increased production so as to enable OMG Life to fully exploit the expected additional demand for the product in the run-up to Christmas 2013. Furthermore, the Company wishes to seize on the opportunity to establish first mover brand advantage in this new market category.

 

Use of Proceeds

 

The Company intends to use the net proceeds of the Placing as follows:

 

	£m
Acquisition of Mayrise	6.0
Accelerate OMG Life growth	2.0

 

To the extent that further funds are raised via the non-underwritten Open Offer, these will be used to exploit opportunities in the Autographer market.

 

Future activities and outlook

 

The strategy of the Group is to deliver growth by combining a strong core of unique expertise in imaging technology with the other resources necessary (people, money, and marketing) to grow a portfolio of profitable diversified businesses with differentiated products and services. The Directors believe that this will be achieved by applying the most appropriate business model for the specific market in which the Directors have identified a clear opportunity. In one market, this may mean delivering exceptional service enabled by the Group's technology; in another, it may require the integration of technology into a powerful and innovative hardware or software product. The Group believes that its diversified portfolio offers multiple avenues for growth. Technology is at the core of the Group's proposition and its strategy remains "strength in diversity".

 

Global economic uncertainty remains but the Directors believe that a diversified portfolio of businesses will offer a degree of robustness and opportunity for growth across the Group, the constituent parts of which include:

 

·      Vicon - continued market leadership in motion capture and analysis in the biomechanics, animation and other markets with a stronger product range;

·      Yotta - Horizons software, productivity improvements in the Tempest highway surveying vehicle and growing professional services engagements;

·      2d3 - software now being deployed with an opportunity for further licence sales; and

·      revenues from OMG Life's Autographer product following a positive response at launch.

 

Terms of the Acquisition

 

The initial consideration for the Acquisition is £5.3 million in cash, payable at completion. Deferred

consideration of up to £0.7 million in cash is payable contingent on the Company agreeing Mayrise's 2012 EBITDA and there is a net asset adjustment to the extent that Mayrise's net assets on completion are greater or less than £1,726,000. The deferred consideration is payable at the later of the completion accounts being agreed and the 2012 EBITDA being agreed in accordance with the Share Purchase Agreement.

 

The Share Purchase Agreement is conditional upon, inter alia, the Resolutions being duly passed at the General Meeting and the Placing Agreement becoming unconditional in all respects (save in relation to any condition in respect of the Share Purchase Agreement becoming unconditional and Admission).

 

Terms of the Placing

 

The Company has conditionally placed up to 27,586,208 New Ordinary Shares at 29 pence per share with existing and new investors to raise £8.0 million before expenses. The Placing Shares are not subject to claw back and are not part of the Open Offer.  The Placing has been underwritten by N+1 Singer Advisory, subject to certain conditions set out in the Placing Agreement including the passing of the Resolutions.

 

Details of the Open Offer

 

The Company is proposing to raise up to approximately £1.0 million (before expenses) pursuant to the Open Offer. The proposed Issue Price of 29 pence per Open Offer Share is the same price as the price at which the Placing Shares are being issued. 

 

The Open Offer is being made on a pre-emptive basis, allowing all Qualifying Shareholders the opportunity to participate.  The Open Offer is not underwritten.  The Fundraising is not conditional upon the level of applications made to subscribe under the Open Offer.  Accordingly, if no applications to subscribe under the Open Offer are received, the total amount that the Company would raise via the Fundraising would be reduced to £8.0 million (before expenses).

 

The Open Offer provides Qualifying Shareholders with the opportunity to apply to acquire Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares as at the Record Date on the following basis:

 

1 Open Offer Share for every 21 Existing Ordinary Share

 

and so on in proportion for any other number of Existing Ordinary Shares then held. Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number and any fractional entitlement to Open Offer Shares will be disregarded in calculating the Qualifying Shareholder's Entitlement.

 

The Open Offer is subject to the satisfaction, amongst other matters, of the following conditions on or before 22 July 2013 (or such later date being not later than 8.00 a.m. on 22 October 2013, as the Company may decide):

 

(i)         the Placing being unconditional in all respects;

(ii)        Admission becoming effective by 8.00 a.m. on 22 July 2013, (or such later time or date not being later than
8.00 a.m. on 22 October 2013 as the Company may decide).

 

In the event that the conditions of the Open Offer are not satisfied or waived, the Open Offer will not proceed and the Open Offer shares will not be issued and all the monies received by Capita Registrars will be returned to the applicant (without interest) as soon as possible thereafter.

 

Excess Applications

 

The Open Offer is structured to allow Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares. Qualifying Shareholders may also make applications in excess of their pro rata initial entitlement.  To the extent that pro rata entitlements to Open Offer Shares are not subscribed by Qualifying Shareholders, such Open Offer Shares will be available to satisfy such Excess Applications.

 

Effect of the Fundraising

 

Upon Admission, and assuming full take up of the Open Offer and no further exercise of options under the Company's share option schemes, the Enlarged Share Capital is expected to be 104,005,775 Ordinary Shares. On this basis, the New Ordinary Shares will represent approximately 29.9 per cent. of the Company's Enlarged Share Capital.

 

The New Ordinary Shares will, when issued and fully paid, 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 Admission.

 

Following the issue of the New Ordinary Shares pursuant to the Placing and the Open Offer, assuming full take up of the Open Offer and no further exercise of options under the Company's share option schemes, Qualifying Shareholders who do not take up any of their Open Offer Entitlements will suffer a dilution of approximately 29.9 per cent. to their interests in the Company. If a Qualifying Shareholder takes up his Open Offer Entitlement in full he will suffer a dilution of approximately 26.5 per cent. to his interest in the Company.

 

General Meeting

 

The Resolutions to be proposed at the General Meeting are as follows:

 

1.         an ordinary resolution to authorise the Directors, pursuant to section 551 of the Act, to allot the New Ordinary Shares in relation to the Placing and the Open Offer; and

 

2.         a special resolution, pursuant to section 571 of the Act, to disapply the statutory pre-emption rights on the allotment of equity securities, pursuant to the authority contained in Resolution 1.

 

The authorities in Resolutions 1 and 2 will expire (unless previously revoked or varied by the Company in general meeting) on the date 15 months from the passing of such Resolutions or at the conclusion of the next annual general meeting, whichever occurs first.  The authority and power in Resolutions 1 and 2 are in addition to any like authority or power previously conferred on the Directors.

 

Intentions of the Directors in relation to the Placing and Open Offer

 

Several of the Directors have agreed to subscribe for Placing Shares as follows:

 

 

Director		Number of Ordinary Shares to be subscribed for	Number of Ordinary Shares beneficially held immediately following Admission	% of issued Ordinary Shares beneficially held immediately following Admission*
Nicholas Paul Bolton		17,241	399,383	0.40
Adrian Courtney Carey		172,414	172,414	0.17
Anthony James Joseph Simonds-Gooding		517,241	1,036,295	1.03

 

*Figures based on no take up under the Open Offer

 

The Directors do not intend to acquire Open Offer Shares pursuant to their respective Open Offer Entitlements.

 

Recommendation

 

The Directors believe that the Placing and Open Offer and therefore the Resolutions are in the best interests of the Company and Shareholders taken as a whole.  As such, the Directors unanimously recommend Shareholders to vote in favour of the Resolutions as the Directors intend to do in respect of their beneficial shareholdings which amount to 11,579,792 Ordinary Shares, representing approximately 15.87 per cent of the Company's existing issued Ordinary Share capital.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

	2013
Record Date and time for entitlements under the Open Offer	28 June
Announcement of the Fundraising and posting of Circular, Application Forms and Form of Proxy	2 July
Existing Ordinary Shares marked 'ex' by the London Stock Exchange	2 July
Open Offer Entitlements and Excess Open Offer Entitlements credited to
stock accounts in CREST of Qualifying CREST Shareholders	3 July
Recommended latest time for requesting withdrawal of Open
Offer Entitlements and Excess Open Offer Entitlements from CREST	4.30 p.m. on 10 July
Latest time for depositing Open Offer Entitlements
and Excess Open Offer Entitlements into CREST	3.00 p.m. on 11 July
Latest time and date for splitting of Application Forms
(to satisfy bona fide market claims only)	3.00 p.m. on 12 July
Latest time and date for receipt of Forms of Proxy and electronic proxy
appointments via the CREST system	2.00 p.m. on 17 July
Latest time and date for receipt of completed Application
Forms and payment in full under the Open Offer or settlement
of relevant CREST instruction (as appropriate)	11.00 a.m. on 16 July
General Meeting	2.00 p.m. on 19 July
Results of the Fundraising announced through the RIS	by 8.00 a.m. on 22 July
Admission of and commencement of dealings in the New Ordinary Shares	8.00 a.m. on 22 July
New Ordinary Shares credited to CREST stock accounts	asap after 8.00 a.m. on 22 July
Despatch of definitive share certificates for New Ordinary Shares	within 14 days of Admission

 

 

DEFINITIONS

 

The following definitions apply throughout this announcement unless the context requires otherwise:

 

"Acquisition"		the acquisition by the Company of 100 per cent. of the issued share capital of Mayrise
"Act"		the Companies Act 2006
"Admission"		the admission of the New Ordinary Shares to trading on the AIM market of the London Stock Exchange
"AIM"		the Alternative Investment Market, a market operated by the London Stock Exchange
"AIM Rules"		the AIM Rules for Companies published by the London Stock Exchange in June 2009 (as amended) governing the admission to and the operation of AIM
"Application Form"		the personalised application form on which Qualifying non-CREST Shareholders (other than certain Overseas Shareholders) may apply for Open Offer Shares under the Open Offer
"Autographer"		an automatic wearable camera, manufactured and marketed by OMG Life
"Basic Entitlement"		the entitlement of Qualifying Shareholders to apply for Open Offer Shares on the basis of 1 Open Offer Share for every 21 Existing Ordinary Shares held and registered in their names on the Record Date
"Business Day"		a day (other than a Saturday or Sunday) on which commercial banks are open for general business in London, England
"Capita Registrars"		a trading name of Capita Registrars Limited
"certificated form"		not in an uncertificated form
"Circular"		the Company's circular dated 2 July 2013
"Closing Price"		the closing middle market quotation of a share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange
"Combined Group"		means the Group and Mayrise following the completion of the Acquisition
"Company" or "OMG plc"		OMG plc (registered number 3998880)
"CREST"		the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Manual"		the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CREST Courier and Sorting Services Manual, Daily Timetable, CREST Application Procedures and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996, as amended) as published by Euroclear
"CREST member"		a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations)
"CREST Participant"		a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations)
"CREST payment"		shall have the meaning given in the CREST Manual issued by Euroclear
"CREST Regulations"		the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)
"CREST sponsor"		a CREST Participant admitted to CREST as a CREST sponsor
"CREST sponsored member"		a CREST member admitted to CREST as a sponsored member (which includes all CREST personal members)
"Dealing Day"		a day on which the London Stock Exchange is open for business in London
"Directors" or "Board"		the directors of the Company whose names appear on page 4 of the Circular
"enabled for settlement"		in relation to Open Offer Entitlements, enabled for the limited purpose of settlement of claim transactions and USE transactions
"Enlarged Share Capital"		the issued ordinary share capital of the Company immediately following completion of the Placing and the Open Offer
"EU"		the European Union
"Euroclear"		Euroclear UK & Ireland Limited, the operator of CREST
"Excess Application Facility"		the facility for Qualifying Shareholders to apply for Excess Shares in excess of their Basic Entitlements subject to the terms and conditions set out in Part II of the Circular
"Excess Applications"		any applications for Excess Shares pursuant to the Excess Application Facility
"Excess Open Offer Entitlements"		in respect of each Qualifying CREST Shareholder who has taken up his Basic Entitlement in full, the entitlement (in addition to the Basic Entitlement) to apply for Excess Shares up to the number of Open Offer Shares credited to his stock account in CREST pursuant to the Excess Application Facility, which may be subject to scaling down according to the Directors' discretion
"Excess Shares"		Open Offer Shares which may be applied for in addition to the
		Basic Entitlement
"Existing Ordinary Shares"		each Ordinary Share in issue as at the Record Date
"FCA"		the Financial Conduct Authority
"Form of Proxy"		the form of proxy accompanying the Circular for use in connection with the General Meeting
"FSMA"		the Financial Services and Markets Act 2000 (as amended)
"Fundraising"		together the Placing and the Open Offer
"General Meeting"		the general meeting of the Company to be held at 2.00 p.m. on 19 July 2013 at the offices of OMG plc, 14 Minns Business Park, Oxford, OX2 0JB
"Group"		the Company and its subsidiaries
"Horizons"		Yotta's proprietary web-based mapping application for the highways sector designed to enable asset management data to be represented in graph or other forms, and to be analysed and utilised as appropriate
"ISIN"		International Securities Identification Number
"Issue Price"		29 pence per New Ordinary Share
"London Stock Exchange"		London Stock Exchange plc
"Mayrise"		Mayrise Services Limited (registered number 2837897)
"Member Account ID"		the identification code or number attached to any member account in CREST
"N+1 Singer"		Nplus1 Singer Advisory LLP
"New Ordinary Shares"		up to 31,059,824 new Ordinary Shares to be issued pursuant to the Placing and Open Offer
"Official List"		the Official List of the FCA
"OMG Life"		OMG Life Limited (registered number 6592118)
"OMG" or "Company"		OMG plc (registered number 3998880)
"Open Offer"		the conditional offer made by the Company to Qualifying Shareholders of Open Offer Shares on the terms and conditions set out in the Circular and, where relevant, in the Application Form
"Open Offer Entitlements"		the entitlements of Qualifying Shareholders to participate in the Open Offer
"Open Offer Shares"		up to 3,473,616 new Ordinary Shares to be issued pursuant to the Open Offer
"Ordinary Shares"		ordinary shares of 0.25p each in the capital of the Company
"Overseas Shareholders"		Shareholders with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside the UK
"Participant ID"		the identification code or membership number used in CREST to identify a particular CREST member or other CREST Participant
"Placees"		investors in the Placing
"Placing"		the conditional issue and allotment at the Issue Price of the Placing Shares to the Placees further described in the Circular
"Placing Agreement"		the placing agreement dated 1 July 2013 between N+1 Singer Advisory and the Company relating to the Placing, the principal terms of which are summarised in paragraph 6.1 of Part IV of the Circular
"Placing Shares"		the 27,586,208 new Ordinary Shares to be issued pursuant to the Placing
"Prospectus Rules"		the Prospectus Rules made in accordance with EU Prospectus Directive 2003/7l/EC
"Qualifying CREST Shareholders"	Qualifying Shareholders holding Existing Ordinary Shares in uncertificated form
"Qualifying non-CREST Shareholders	Qualifying Shareholders holding Existing Ordinary Shares in certificated form
"Qualifying Shareholders"	Shareholders whose names appear on the register of members of the Company on the Record Date as holders of Existing Ordinary Shares and who are eligible to be offered Open Offer Shares under the Open Offer in accordance with the terms and conditions set out in the Circular
"Qualifying Shareholder's Entitlement"	a Qualifying Shareholder's pro rata entitlement to Open Offer Shares
"Record Date"	the record date for the Open Offer, being 28 June 2013
"Registrars"	Capita Registrars Limited (registered number 2605568)
"Resolutions"	the resolutions set out in the notice of the General Meeting
"Restricted Jurisdiction"	the United States, Australia, Canada, Japan, New Zealand and the Republic of South Africa
"RIS"	a regulatory information service as defined by the Financial Conduct Authority Listing Rules
"Securities Act"	the US Securities Act of 1933, as amended
"Shareholders"	the holders of Existing Ordinary Shares in the Company
"Share Purchase Agreement"	the share purchase agreement between Andrew Hunt and Mark Clarke (1), Yotta Limited (2) and OMG plc (3) regarding Mayrise dated 2 July 2013
"Sterling"	pounds sterling, the basic unit of currency in the UK
"Takeover Code"	the City Code on Takeovers and Mergers issued by the Takeover Panel
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority"	the UK Listing Authority, being the FSA acting as competent authority for the purposes of Part V of FSMA
"uncertificated form"	recorded on the relevant register or other record of the share or other security as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by way of CREST
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia
"US Exchange Act"	the US Securities Exchange Act of 1934, as amended
"VAT"	value added tax
"Yotta Limited"	Yotta Limited (registered number 05844012) trading as Yotta DCL