NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY RIGHTS, ORDINARY SHARES OR OTHER SECURITIES OF THE COMPANY AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.
24 November 2015
Filtronic plc ("Filtronic" or the "Company")
Open Offer of 19,999,373 new Ordinary Shares at 5 pence per share
Further to the statement made in the circular issued by the Company on 28 September 2015, Filtronic is pleased to announce the launch of an Open Offer to issue 19,999,373 new Ordinary Shares to Eligible Shareholders at 5 pence per share each. A circular concerning the Open Offer (the "Circular") will be posted to Eligible Shareholders today.
The Board recognises and is grateful for the continued support of Shareholders in the Placing and Move to AIM, and has decided to provide an opportunity for Eligible Shareholders to participate in a further issue of new Ordinary Shares at the same price as the Placing announced in August 2015. The Open Offer is not being underwritten but, assuming take-up in full, will raise gross proceeds of £1.0 million for the Company. The net proceeds of the Open Offer (after expenses) will be used by the Company for general working capital purposes.
Eligible Shareholders may subscribe for Open Offer Shares on the basis of 0.10159 Open Offer Share for every 1 Existing Ordinary Shares held on the Record Date. Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility.
The Open Offer Shares which are taken up under the Open Offer will be admitted to trading on AIM, which is expected to take place at 8.00 a.m. on 21 December 2015. The Open Offer Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Share.
The Open Offer is conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting that will grant to the Directors the authority to allot the Open Offer Shares and the power to disapply statutory pre-emption rights in respect of the Open Offer Shares.
The Resolutions and further details of the Open Offer, including the terms and conditions and what actions Shareholders may take, are set out in the Circular. A copy of the Circular will be made available on the Company's website www.filtronic.com shortly.
Unless otherwise stated, terms and expressions defined in the Circular have the same meaning in this announcement.
For further information please contact:
Filtronic plc |
Tel. 0113 220 0000 or 01274 535 619 |
Rob Smith (CEO) |
|
Maura Moynihan (Company Secretary) |
|
|
|
Panmure Gordon (UK) Limited |
Tel. 020 7886 2500 |
Dominic Morley / Alina Vaskina (Corporate Finance) Erik Anderson / Tom Salvesen (Corporate Broking) |
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Walbrook PR Limited |
Tel. 020 7933 8780 |
Paul Cornelius / Helen Cresswell |
Mob. 07866 384 707 or [email protected] |
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
Note regarding forward-looking statements
This announcement contains certain forward looking statements relating to the Company's future prospects, developments and business strategies.
Forward looking statements are identified by their use of terms and phrases such as "targets" "estimates", "envisages", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative of those, 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 which could cause actual results to differ materially from those expressed or implied by those statements.
These forward looking statements relate only to the position as at the date of this announcement.
Neither the Directors nor the Company undertake any obligation to update forward looking statements or risk factors, other than as required by the AIM Rules for Companies or by the rules of any other applicable securities regulatory authority, whether as a result of the information, future events or otherwise.
You are advised to read this announcement and, once available the Circular and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Company's or the Group's future performance and the industries in which they operate. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.
Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this announcement.
If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.
This summary should be read in conjunction with the full text of the announcement which follows.
Filtronic plc ("Filtronic" or the "Company")
Open Offer of 19,999,373 new Ordinary Shares at 5 pence per share
1. Introduction
Shareholders will recall from the circular issued by the Company on 28 September 2015 in connection with (inter alia) the Placing and the Move to AIM, that the Board intended (in order to accommodate potential demand from Shareholders) to offer 20,000,000 new Ordinary Shares at the same price as the Placing Price (being 5 pence per Ordinary Share) to eligible shareholders, by way of a non-underwritten open offer. The Board is now pleased to launch the Open Offer formally. In summary, Eligible Shareholders may subscribe for Open Offer Shares on the basis of 0.10159 Open Offer Shares for every Existing Ordinary Share held on the Record Date. Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility.
Assuming full take-up under the Open Offer, the issue of the Open Offer Shares will raise further gross proceeds of £1.0 million for the Company.
The Open Offer Shares which are taken up under the Open Offer will be admitted to trading on AIM, which is expected to take place at 8.00 a.m. on 21 December 2015. The net proceeds of the Open Offer of £0.8 million (after expenses, assuming take-up in full of the Open Offer) will be used by the Company for general working capital purposes.
The Open Offer is conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting that will grant to the Directors the authority to allot the Open Offer Shares and the power to disapply statutory pre-emption rights in respect of the Open Offer Shares. The Resolutions are contained in the Notice of General Meeting at the end of the Circular. Admission is expected to occur no later than 8.00 a.m. on 21 December 2015 or such later time and/or date (not being later than 30 December 2015) as Panmure Gordon and the Company may agree.
2. Background to and reasons for the Open Offer
The Company has recently undertaken the Placing, the completion of which was announced on 16 November 2015 at the same time as the admission of its Existing Ordinary Shares (which included the Ordinary Shares issued pursuant to the Placing) to trading on AIM. As announced on 27 August 2015, the Open Offer is being made to accommodate potential demand from all Shareholders. The Open Offer will enable all Eligible Shareholders to subscribe for new Ordinary Shares at the Issue Price on a pro rata basis to their current holdings and with the option for increasing their allocation pursuant to an excess application facility.
The Open Offer is not being underwritten but, assuming take-up in full by Eligible Shareholders, the Open Offer will raise net proceeds of approximately £0.8 million (after expenses, assuming take-up in full of the Open Offer). These net proceeds will be used by the Company for general working capital purposes.
In order to ensure that the Open Offer can be made on a timely and cost effective basis, the Open Offer is not being made to Shareholders resident in any Restricted Jurisdiction.
3. Details of the Open Offer
3.1 Structure
The Directors have considered the best way to structure the Open Offer, having regard to, inter alia, the extent to which there are Overseas Shareholders, the regulatory requirements applicable to companies listed on AIM and the associated timetabling, cost implications and market risks. After considering these factors, the Directors have concluded that the most suitable structure for the Open Offer, for both the Company and its Shareholders as a whole, is that the Open Offer be made only to Eligible Shareholders.
The Open Offer provides an opportunity for all Eligible Shareholders to acquire Open Offer Shares pro rata to their current holdings of Existing Ordinary Shares with the option to subscribe for more shares pursuant to the Excess Application Facility. The Issue Price for the Open Offer is the same as the Placing Price at the time of the Placing. Once subscriptions by Eligible Shareholders under their respective Basic Entitlements have been satisfied, the Company shall, in its absolute discretion, determine whether to meet any excess applications in full or in part and no assurance can be given that applications by Eligible Shareholders under the Excess Application Facility will be met in full, in part or at all.
3.2 Principal Terms of the Open Offer
Subject to the fulfilment of the conditions set out below and in Part III of the Circular, Eligible Shareholders are being given the opportunity to subscribe for Open Offer Shares at a price of 5 pence per Open Offer Share, pro rata to their holdings of Existing Ordinary Shares on the Record Date on the basis of:
0.10159 Open Offer Shares for every 1 Existing Ordinary Share
Eligible Shareholders are also being given the opportunity, provided that they take up their Basic Entitlement in full, to apply for Excess Entitlements through the Excess Application Facility.
Assuming full take-up under the Open Offer, the issue of the Open Offer Shares will raise gross proceeds of £1.0 million for the Company. The Open Offer Shares will, upon issue, rank pari passu with the Existing Ordinary Shares.
Fractions of Open Offer Shares will not be allotted; instead, each Eligible Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number. Eligible Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating the Basic Entitlements.
To enable the Company to benefit from applicable exemptions to the requirement under the Prospectus Rules to prepare a prospectus in connection with the Open Offer, 19,999,373 Open Offer Shares, representing a total consideration of £1.0 million will be made available to Eligible Shareholders under the Open Offer, which will be conducted on the basis of 0.10159 Open Offer Shares for every 1 Existing Ordinary Share. The Open Offer is restricted to Eligible Shareholders in order to enable the Company to benefit from exemptions from securities law requirements in certain jurisdictions outside the United Kingdom.
It should be noted that the Open Offer is not a rights issue. Accordingly, the Application Form is not a document of title and cannot be traded. Unlike a rights issue, any Open Offer Shares not applied for under the Open Offer will not be sold in the market or placed for the benefit of Eligible Shareholders who do not take up their rights to subscribe under the Open Offer.
3.3 Excess Application Facility
The Excess Application Facility will enable Eligible Shareholders, provided that they take up their Basic Entitlement in full, to apply for Excess Entitlements. Eligible Non-CREST Shareholders who wish to apply to acquire more than their Basic Entitlement should complete the relevant sections on the Application Form. Eligible CREST Shareholders will have Excess Entitlements credited to their stock account in CREST and should refer to paragraph 4(ii)(j) of Part III of the Circular for information on how to apply for Excess Entitlement pursuant to the Excess Application Facility. Applications for Excess Entitlements will be satisfied only and to the extent that corresponding applications by other Eligible Shareholders are not made or are made for less than their Basic Entitlements.
Once subscriptions by Eligible Shareholders under their respective Basic Entitlements have been satisfied, the Company shall, in its absolute discretion, determine whether to meet any excess applications in full or in part and no assurance can be given that applications by Eligible Shareholders under the Excess Application Facility will be met in full, in part or at all. Application will be made for the Basic Entitlements and Excess Entitlements in respect of Eligible CREST Shareholders to be admitted to CREST. It is expected that such Basic Entitlements and Excess Entitlements will be admitted to CREST by 3.00 p.m. on 25 November 2015. Applications through the means of the CREST system may only be made by the Eligible Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Eligible Non-CREST Shareholders will receive an Application Form with the Circular which sets out their entitlement to Open Offer Shares. Eligible Non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded.
Eligible CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Basic Entitlements by 3.00 p.m. on 25 November 2015. Eligible CREST Shareholders should note that although the Basic Entitlements and Excess Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Eligible Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. If applications are made under Eligible Shareholders' Basic Entitlements for an aggregate number of Open Offer Shares which is less than the total number of Open Offer Shares available, then any outstanding Basic Entitlements will lapse. Shareholders should note that the Open Offer is not a rights issue and therefore the Open Offer Shares which are not applied for under Shareholders' Basic Entitlement will not be sold in the market for the benefit of Shareholders who do not apply under the Open Offer.
Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in Part III of the Circular. For Eligible Non-CREST Shareholders, completed Application Forms, accompanied by full payment, should be returned by post to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by hand (during normal business hours only) to Capita Asset Services, Corporate Actions at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to arrive as soon as possible and in any event so as to be received no later than 11:00 a.m. on 15 December 2015. For Eligible CREST
Shareholders the relevant CREST instructions must have been settled as explained in the Circular by no later than 11:00 a.m. on 15 December 2015.
3.4 Other information relating to the Open Offer
The Open Offer is conditional, inter alia, upon the passing of the Resolutions at the General Meeting and upon Admission of the Open Offer Shares becoming effective by not later than 8.00 a.m. on 21 December 2015 (or such later time and/or date not being later than 30 December 2015 as Panmure Gordon and the Company may agree).
The Open Offer will result in the issue of a total of 19,999,373 Open Offer Shares assuming full take up under the Open Offer (representing, in aggregate, approximately 9.2 per cent. of the Enlarged Ordinary Share Capital). The Open Offer Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares and therefore rank equally for all dividends or other distributions declared, made or paid after the date of issue of the Open Offer Shares. No temporary documents of title will be issued.
Following the issue of the Open Offer Shares pursuant to the Open Offer (and assuming that the Open Offer is taken up in full), Eligible Shareholders who do not subscribe for any of their Open Offer Entitlements will suffer a dilution of approximately 9.2 per cent. to their interests in the Company.
4. Director subscription
The Board is pleased to confirm that the Directors have indicated their intention to take up their Basic Entitlement to subscribe for Open Offer Shares and to apply under the Excess Application Facility for Open Offer Shares as indicated below:
Name |
Existing Ordinary Shares held |
% |
Application for Open Offer Shares under the Basic Entitlement |
Application for Open Offer Shares under the Excess Application Facility |
Rob Smith |
57,656 |
0.03% |
5,857 |
194,143 |
Howard Ford |
120,000 |
0.06% |
12,189 |
48,000 |
Reg Gott |
154,429 |
0.08% |
15,687 |
184,313 |
Graham Meek |
114,722 |
0.06% |
11,653 |
100,000 |
Michael Roller |
28,833 |
0.01% |
2,929 |
70,000 |
As previously announced, Graham Meek and Howard Ford are stepping down at the forthcoming Annual General Meeting (which has been convened for Friday, 27 November 2015).
5. Admission and dealings
Application will be made to the London Stock Exchange for the Open Offer Shares taken up under the Open Offer to be admitted to trading on AIM. The Open Offer Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared following Admission. It is expected that Admission will become effective and that dealings in the Open Offer Shares taken up will commence on 21 December 2015.
6. Additional information
Your attention is drawn to the additional information set out in Parts II and III of the Circular. In particular the attention of investors is drawn to the information regarding taxation set out in section 6 of Part III of the Circular. This information is intended only as a general guide to the current tax position under UK taxation law for certain types of investor. Investors who are in any doubt as to their tax position or who are subject to tax in jurisdictions other than the UK are strongly advised to consult their professional advisers.
The Circular will be available for a period of twelve months from the date of the Circular on the Company's website www.filtronic.com free of charge in accordance with the requirements of Rule 26 of the AIM Rules for Companies.
Appendix I - Expected timetable of principal events
Record Date for entitlement under the Open Offer |
5.00 p.m. on 20 November 2015 |
Announcement of the Open Offer |
24 November 2015 |
Posting of the Circular and, to Eligible Non-CREST Shareholders only, the Application Form |
24 November 2015 |
Existing Ordinary Shares marked 'ex' by the London Stock Exchange |
8.00 a.m. on 25 November 2015 |
Basic Entitlements and Excess Entitlements credited to stock accounts in CREST for Eligible Shareholders |
25 November 2015 |
Latest recommended time and date for requested withdrawal of Basic Entitlements and Excess Entitlements from CREST |
4.30 p.m. on 9 December 2015 |
Latest time and date for depositing Basic Entitlements and Excess Entitlements into CREST |
3.00 p.m. on 10 December 2015 |
Latest time for splitting Application Forms (to satisfy bona fide market claims only) |
3.00 p.m. on 11 December 2015 |
Latest time and date for receipt of Application Form and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) |
11.00 a.m. on 15 December 2015 |
Latest time and date for receipt of completed Forms of Proxy |
12 noon on 14 December 2015 |
General Meeting |
12 noon on 16 December 2015 |
Announcement of result of General Meeting and Open Offer |
16 December 2015 |
Admission and dealings in the Open Offer Shares |
8.00 a.m. on 21 December 2015 |
Expected date for CREST accounts to be credited in relation to the Open Offer Shares |
21 December 2015 |
Despatch of definitive share certificates (where applicable) in relation to the Open Offer Shares |
on or around 5 January 2016 |
Notes:
(1) If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.
(2) All times are London times and each of the times and dates are subject to change.
(3) References to the Open Offer are conditional on, inter alia, the passing of the Resolutions at the General Meeting.
Appendix II - Definitions
The following definitions apply throughout this announcement, unless the context requires otherwise:
"Admission" |
admission of the Open Offer Shares taken up pursuant to the Open Offer to trading on AIM becoming effective in accordance with the AIM Rules |
"AIM" |
the market of that name operated by the London Stock Exchange |
"AIM Rules" |
the AIM Rules for Companies, published by the London Stock Exchange from time to time |
"Application Form" |
the application form relating to the Open Offer and enclosed with the Circular for use by Eligible Non-CREST Shareholders |
"Basic Entitlement(s)" |
the entitlement to subscribe for Open Offer Shares, allocated to an Eligible Shareholder pursuant to the Open Offer as described in Part III of the Circular |
"Board" |
the board of directors of the Company |
"CREST" |
the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3875) for the paperless settlement of trades and the holding of uncertificated securities, operated by Euroclear, in accordance with the same regulations |
"Directors" |
the directors of the Company, whose names are set out in the Circular |
"Eligible CREST Shareholder(s)" |
Eligible Shareholders whose Existing Ordinary Shares are held in uncertificated form |
"Eligible Non-CREST Shareholder(s)" |
Eligible Shareholders whose Existing Ordinary Shares are held in certificated form |
"Eligible Shareholder(s)" |
Shareholders on the Record Date, but excluding any Shareholder who is resident in a Restricted Jurisdiction |
"Enlarged Ordinary Share Capital" |
all of the Ordinary Shares in issue on Admission |
"Excess Application Facility" |
the arrangement pursuant to which Eligible Shareholders may apply for Open Offer Shares in excess of their Basic Entitlement |
"Excess Entitlement(s)" |
Open Offer Shares in excess of the Basic Entitlement allocated to an Eligible Shareholder pursuant to the Open Offer as described in Part III of the Circular |
"Existing Ordinary Shares" |
the existing Ordinary Shares in issue at the date of the Circular |
"General Meeting" |
the general meeting at the Company convened for 12 noon on 16 December 2015 at the offices of Panmure Gordon at One New Change, London EC4M 9AF |
"Group" |
the Company, together with its subsidiary undertakings |
"Issue Price" |
5 pence per Open Offer Share |
"London Stock Exchange" |
London Stock Exchange plc |
"Notice of General Meeting" |
the notice of General Meeting set out at the end of the Circular |
"Open Offer" |
the invitation to Eligible Shareholders to apply to subscribe for Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in Part III of the Circular and, where relevant, in the Application Form |
"Open Offer Shares" |
the 19,999,373 new Ordinary Shares the subject of the Open Offer |
"Ordinary Shares" |
ordinary shares of 0.1 pence each in the capital of the Company |
"Overseas Shareholders" |
holders of Existing Ordinary Shares who are not resident in the United Kingdom |
"Panmure Gordon" |
Panmure Gordon (UK) Limited |
"Placing" |
the placing undertaken by the Company to raise £4.5 million, announced to the market on 27 August 2015 |
"Placing Price" |
the price per new Ordinary Share subscribed for by investors in the Placing, being 5 pence each |
"Record Date" |
5.00 p.m. GMT on 20 November 2015 |
"Resolutions" |
the resolutions set out in the Notice of General Meeting |
"Restricted Jurisdiction(s)" |
any jurisdiction, including in particular the United States, Canada, Japan, Australia and the Republic of South Africa, where the extension or availability of the Open Offer would breach any applicable law or regulations |
"Shareholders" |
holders of Ordinary Shares |
"United States" or "US" |
means the United States of America, its territories or possessions, any state of the United States and the District of Columbia |
