Placing to Raise £7.3m and Trading Update

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

 

THIS ANNOUNCEMENT AND 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 AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ROSSLYN DATA TECHNOLOGIES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.

 

7 May 2020

Rosslyn Data Technologies plc

("Rosslyn" the "Company")

Placing to Raise £7.3 million; Trading Update

and

Notice of General Meeting

Rosslyn Data Technologies plc (AIM: RDT), a leading global big data technology company, is pleased to announce a Placing to raise c.£7.3 million (before expenses) through the conditional issue of 146,000,000 Ordinary Shares at 5.0 pence per Ordinary Share. The Placing has been arranged by Cenkos Securities and the Placing Shares will rank, pari passu, in all other respects with the Company's Existing Ordinary Shares.

Placing Highlights

·    Placing to raise £7.3 million through the conditional issue of 146,000,000 Placing Shares to new and existing institutional and other investors at 5.0 pence per Placing Share

·    The Placing Price equates to a 5.3 per cent. premium to the closing mid-market price of 4.75 pence on 6 May 2020 and a 22.0 per cent. premium to the 20 day volume weighted average share price of 4.1 pence per Ordinary Share for the full 20 trading days prior to the announcement of the proposed Placing

·    Placing Shares represent 43.1 per cent. of the Enlarged Share Capital

 

Use of proceeds

The net proceeds of the Placing of £6.8 million will be used by the Company for the following purposes:

·    Increased sales and marketing effort to accelerate growth, including building the pipeline in Supplier Master Data Management (SMDM)

·    Maintain investment into product development

·    Strengthen balance sheet to protect against possible coronavirus impact

·    Potential for small, opportunistic bolt-on acquisitions.

 

Trading Update

The Company is pleased to maintain that it expects to be EBITDA positive for the full year to 30 April 2020. Some delays in the signing of contracts due to the COVID-19 coronavirus have led to expected revenues of £7.0 million to £7.2 million for the year end. Gross bank debt at the year-end will be £1.3 million, which is to be managed over its remaining two-year term.

 

The Company will enter the 2021 financial year with anticipated ARR in excess of £6.0 million, which will have grown from £5.4 million at the start of the 2020 financial year, and expects to increase its positive EBITDA result for the year while maintaining similar profit margins.

 

The Directors believe that the Group remains an exciting business that has demonstrated strong operational progress to date, proving a resilient business and able to provide exceptional value to clients, especially during the current COVID-19 circumstances. With the injection of additional equity to support further growth, the Directors believe the Company can continue to build upon this momentum.

 

General Meeting

The Placing is conditional, inter alia, upon Shareholder approval at the General Meeting of the Company which will be held at 12 Manor Road, Twickenham, Middlesex, TW2 5DF, at 11.00 a.m. on 27 May 2020.

 

In accordance with current Government regulations in relation to COVID-19, Shareholders are encouraged to submit their Form of Proxy in advance of the General Meeting, as to attend the General Meeting in person would, as at the date of this announcement, be inconsistent with the relevant Government regulations and guidelines. Shareholders who attempt to attend the General Meeting in person in breach of the stay at home measures will not be admitted.

 

Should Shareholders wish to ask any questions in relation to the Placing or the Resolutions, which they may otherwise have asked at the General Meeting had they been in attendance, they are encouraged to contact the Company prior to the General Meeting by email to  [email protected].

 

The Company will shortly be posting a Notice of General Meeting and an accompanying circular to existing shareholders following this announcement. All relevant documents will also be available to download from the Company website at www.rosslyndatatech.com.

 

Subject to, inter alia, the passing of the Resolutions at the General Meeting, the Placing Shares are expected to be admitted to trading on AIM on or around 8.00 a.m. on 28 May 2020.

 

Rosslyn Chief Executive Officer, Roger Bullen said;

"It is extremely pleasing to see the level of support received from both new and existing investors as part of this heavily oversubscribed fundraising. The level of demand for the Placing reflects confidence in Rosslyn's strategy and future growth. With the Group having reached the EBITDA positive inflection point, and now being properly funded, we are able to accelerate sales to increase EBITDA and operational cashflow in future periods.

During this time of lockdown, the health and safety of our staff and stakeholders is of paramount importance, and it is pleasing to see we have been able to maintain  high levels of client service, whilst implementing the necessary remote working capabilities. I would like to take this opportunity to thank all Rosslyn staff for their exceptional work throughout the year and in particular during this challenging period. We look forward to working together to grow the business."

 

Rosslyn Data Technologies plc	Roger Bullen, Chief Executive Officer	+44(0)77 7162 3345 +44 (0)203 285 8008
	Ash Mehta, Chief Financial Officer	+44(0)79 3054 7441 +44 (0)20 3051 7798
Cenkos Securities, Nominated Adviser, Broker	Stephen Keys/Giles Balleny/Max Gould (Corporate Finance) Julian Morse/Russel Kerr (Sales)	+44(0)20 7397 8900

 

Notes to Editors

Rosslyn Data Technologies plc, (AIM: RDT) is a leading provider of a cloud-based big-data analytics platform. The company provides analytical services by combining four key technologies: bulk data extraction; cleansing; enrichment; and visualisation, through a single cloud platform enabling users with detailed data to make more informed decisions. Rosslyn's RAPid platform is the Group's primary product available to its multinational customers. Further information can also be found on the Company's website at:  www.rosslyndatatech.com

 

1.         Introduction

The Company is today announcing a Placing, pursuant to which it has conditionally raised,  £7.3 million (before expenses) by the conditional Placing of 146,000,000 Placing Shares at the Placing Price to certain institutional and other investors.

The proceeds of the Placing will be used to invest in increased sales and marketing efforts, further develop the Company's products, strengthen the balance sheet and provide additional working capital for the Group, as described in more detail in paragraphs 2 and 3. The Placing Price equates to a 5.3 per cent. premium to the closing mid-market price of 4.75 pence on 6 May 2020 and a 22.0 per cent. premium to the volume weighted average share price of 4.1 pence per Ordinary Share for the full 20 trading days prior to the announcement of the proposed Placing on 7 May 2020.

The Placing, which has been arranged by Cenkos Securities pursuant to the terms of the Placing Agreement, is also conditional on the Company obtaining approval from its Shareholders to disapply statutory pre-emption rights and to grant the Board authority to allot the Placing Shares and upon Admission.

2.         Background to and reasons for the Placing

Over the preceding two years Rosslyn has been making progress in relation to increases in its annual recurring revenues ("ARR"), order book size, margins and overall profitability (see Current Trading and Prospects section for more detail). This has been achieved despite only a modest level of investment into its sales and marketing teams, which has restricted revenue growth levels. Proceeds from the Placing will enable additional resource to be allocated to these teams, driving revenue growth and increased profitability from the Company's current breakeven position.

The Company has also been focusing on the continued development of its own products, as it is necessary to continue to improve and develop the Group's offering. Recent developments have included integrating supplier onboarding functionality into the product suite and creating master data management functionality for use by large enterprises to maintain a single "golden record" of supplier data across multiple enterprise resource planning (ERP) platforms. The current product development plan is to create a single access user interface for the Company's complete product suite and to improve the functionality and front end look and feel of the product suite. Proceeds from the Placing will be put towards the continued implementation of these programs.

In September 2019, the Company completed the acquisition of the trade and software assets of Langdon Systems Limited ("Langdon") from its administrators. Langdon specialises in bulk handling of supply chain data with a strong position in Import and Export duty management systems, providing import and export data reporting, visualisation and data mining for both on-premise and cloud-based solutions, which is expected to become increasingly important following Brexit.

Langdon has a blue-chip client base of 60 clients similar to that of Rosslyn but with little or no overlap.  Within three months of the acquisition, the Company was able to increase the Langdon ARR, integrate the solution onto the RAPid platform and achieve price increases amongst the Langdon client base.

The Company believes that the economic fallout from the COVID-19 virus may provide opportunities for further opportunistic bolt-on acquisitions, and that the Langdon acquisition has demonstrated management's ability to successfully purchase and integrate such businesses to add value to the Group. With the Company currently holding gross bank debt of £1.3 million, proceeds from the Placing will strengthen the balance sheet and help to protect the Company against possible COVID-19 impacts to its own business, and enable it to pursue opportunistic acquisitions should they arise.

The Directors believe the Placing will put the Company in a good position to achieve its strategic objectives of establishing a leadership position in master data management, tripling revenues over the next three years via organic growth and acquisitions, and maintaining a low cost base to drive operational gearing and significant EBITDA growth.

 

Background to the Company

Based in in the UK, the Company engages in the provision of cloud-based big-data solutions, focusing particularly on the supply chain. The Company provides a complete SaaS Supplier Information Management solution, improving analytic and compliance capabilities, bringing data together and transforming it into valuable information.  The Company provides analytical services by combining four key technologies: bulk data extraction, cleansing, enrichment and visualisation, through a single cloud platform enabling users with detailed data to make more informed decisions. Rosslyn's RAPid platform is the Group's product suite available to its multinational customers. The Directors believe that Rosslyn is seen as the most advanced player in its field due to its data extraction technologies and comprehensive robotic process automation (RPA) driven real-time data refresh process, and that no other company in the market offers the depth of master data management, at scale, across major cloud platforms.

3.         Use of proceeds

The Company intends to raise net proceeds of approximately £6.8 million by way of the conditional Placing. The primary purpose behind the Placing is to fund increased sales and marketing to accelerate growth, maintain investment into the Company's product pipeline, and strengthen the balance sheet to help protect against the possible impacts of COVID-19 and provide funding for potential small and opportunistic bolt on acquisitions.

4.         Current trading and prospects

 

COVID-19

Since the outbreak of the COVID-19 virus pandemic, the health, safety and wellbeing of the Company's employees and stakeholders has remained a top priority for the Board. The Rosslyn team has successfully moved to a working from home model and has continued to provide the level of service expected by the Group's clients during this challenging time.

The Company has been able to add value for clients during this time through its RAPid platform, whereby a COVID-19 dashboard was created within two days and is refreshed every day to allow clients to see the overlay of COVID-19 prevalence against the location of their suppliers, as well as alternatives already approved in the organisation who can supply the same/similar products. This helps clients to understand the risk of disruption to their supply chains, and also to consider the risk of geographical concentration of suppliers. This has been rolled out to all existing clients, with excellent feedback, and the Company has also provided clients with data-driven advice on cost saving possibilities.

Given the nature of the Company's operations, COVID-19 has had relatively little impact on the Company's revenues, aside from some delays in the signing of contracts, which should now occur in FY21. The Group has not seen any major impact to the ability of the Company to collect its receivables.

 

Trading Update

The Company announced its results for the six months to 31 October on 14 January 2020. Highlights from these results included ARR carried forward increasing to £6.0 million, an increase of 18.8% from the previous corresponding half year, and a 25.5% increase in contract revenue backlog from £5.1 million at 1 May 2019 to £6.4 million at the date of publication of the interim results.  Gross margins had also increased to 81.2% (from 78.4% in H1 2019) due to the removal of low margin revenues. These encouraging results, along with tightly controlled administrative costs, had led the Company to forecast being EBITDA positive in the second half of the year and to finishing the year with an operating cash break-even position (excluding working capital movements) during the full financial year.

The Company is pleased to maintain this forecast in that it expects to be EBITDA positive for the full year to 30 April 2020. Some delays in the signing of contracts due to the COVID-19 coronavirus have led to expected revenues of £7.0 million to £7.2 million for the year end. Gross bank debt at the year-end will be £1.3 million, which is to be managed over its remaining two-year term.

The Company will enter the 2021 financial year with anticipated ARR in excess of £6.0 million, which will have grown from £5.4 million at the start of the 2020 financial year, and expects to increase its positive EBITDA result for the year while maintaining similar profit margins.

The Directors believe that the Group remains an exciting business that has demonstrated strong operational progress to date, proving a resilient business and able to provide exceptional value to clients, especially during the current COVID-19 circumstances. With the injection of additional equity to support further growth, the Directors believe the Company can continue to build upon this momentum.

5.         Directors' participation in the Placing

 

As part of the Placing, certain Directors and their connected persons have subscribed (either personally or through a nominee) for an aggregate of 3,420,000 Placing Shares at the Placing Price. Details of the Placing Shares for which the Directors intend to subscribe (either personally or through a nominee) are displayed below:

 

Name	Title	Number of Existing Ordinary Shares#	Number of Placing Shares intended to be subscribed for#	Value of Placing Shares intended to be subscribed for#	Resulting shareholding following proposed subscription#	Percentage of enlarged share capital following proposed subscription#
James Appleby	(Non-Executive Chairman)	4,545,454	2,000,000	£100,000	6,545,454	1.9%
Roger Bullen	(Chief Executive Officer)	2,559,883	400,000	£20,000	2,959,883	0.9%
Ash Mehta	(Chief Finance Officer)	-	600,000	£30,000	600,000	0.2%
Hugh Cox	(Chief Information Officer)	11,344,784	-	-	11,344,784	3.3%
Ginny Warr	(Non-Executive Director)	-	-	-	-	0.0%
Bernard Quinn	(Non-Executive Director)	614,595	420,000	£21,000	1,034,595	0.3%

 

# The number of Ordinary Shares presented in this table as being held or subscribed for by Directors refers to the number of Ordinary Shares held or subscribed for by them either personally or through a nominee.

 

 

6.      Details of the Placing

The Placing has conditionally raised a total of approximately £7.3 million (before expenses) through the placing of 146,000,000 Placing Shares. The Placing Shares consist of 116,940,000 EIS/VCT Placing Shares and 29,060,000 General Placing Shares.

The Placing Shares are, subject to, inter alia, the passing of the Resolutions at the General Meeting, expected to be admitted to trading on AIM on or around 8.00 a.m. on 28 May 2020.

The Placing Price equates to a 5.3 per cent. premium to the closing mid-market price of 4.75 pence on 6 May 2020 and a 22.0 per cent. premium to the 20 day volume weighted average share price of 4.1 pence per Ordinary Share for the full 20 trading days prior to the announcement of the proposed Placing on 7 May 2020. The Placing Shares will represent approximately 43.1 per cent. of the Enlarged Share Capital. The Placing Shares will, following Admission, rank in full for all dividends and distributions declared, made or paid in respect of the issued Ordinary Share capital of the Company after the date of their issue following Admission and will otherwise rank equally in all other respects with the Existing Ordinary Shares.

Although the Company currently expects to satisfy the relevant conditions for EIS/VCT Placing Shares, and the Directors are not aware of any subsequent change in the qualifying conditions or the Company's circumstances that would prevent the EIS/VCT Placing Shares from being eligible for EIS and VCT investments on this occasion, the Company has not sought any advance assurance as to the qualifying status of the EIS/VCT Placing Shares. Neither the Directors nor the Company  nor Cenkos, nor any of their respective directors, officers, employees, affiliates or advisers give any warranty or undertaking or other assurance that relief will be available in respect of any investment in the EIS/VCT Placing Shares, nor do they warrant or undertake or otherwise give any assurance that the Company will conduct its activities in a way that qualifies for or preserves its status.

As the rules governing EIS and VCT reliefs are complex and interrelated with other legislation, if Shareholders, or other potential investors, are in any doubt as to their tax position, require more detailed information, or are subject to tax in a jurisdiction other than the United Kingdom, they should consult their professional adviser.

Related Party Transaction

Gresham House Asset Management Limited currently holds approximately 11.0 per cent. of the Existing Ordinary Shares and is therefore a "substantial shareholder" under the AIM Rules. As such the subscription for shares in the Placing constitute a related party transaction under the AIM Rules.

The Directors, having consulted with Cenkos Securities, the Company's nominated adviser, consider that the terms of the transaction are fair and reasonable insofar as the Company's Shareholders are concerned

7.      The Placing Agreement

Pursuant to the terms of the Placing Agreement, Cenkos has conditionally agreed to use its reasonable endeavours, as agent for the Company, to place the Placing Shares with certain institutional and other investors. The Placing has not been underwritten.

The Placing Agreement is conditional upon, inter alia:

·         Resolutions 1 and 2 below being passed without amendment;

·         compliance by the Company in all material respects with its obligations under the Placing Agreement; and

·         Admission taking place by no later than 8.00 a.m. on 28 May 2020 (or such later date as is agreed between the Company and Cenkos, being not later than 8.00 a.m. on the Long Stop Date).

The Placing Agreement contains warranties from the Company in favour of Cenkos in relation to, inter alia, the accuracy of the information in this announcement and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Cenkos in relation to certain liabilities it may incur in respect of the Placing. Cenkos has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a breach of the warranties given to Cenkos in the Placing Agreement, the failure of the Company to comply in any material respect with its obligations under the Placing Agreement, the occurrence of a force majeure event or a material adverse change affecting the condition, or the earnings, management business, affairs, solvency or prospects of the Group as a whole.

8.      General Meeting

The Directors do not currently have authority to allot all of the Placing Shares and, accordingly, the Board is seeking the approval of Shareholders to allot the Placing Shares at the General Meeting.

A notice convening the General Meeting, which is to be held at 12 Manor Road, Twickenham, Middlesex, TW2 5DF, at 11.00 a.m. on 27 May 2020, is set out in the Notice of General Meeting. At the General Meeting, the following Resolutions will be proposed:

·         Resolution 1, which is an ordinary resolution, to authorise the Directors to allot relevant securities for cash up to an aggregate nominal amount of £730,000.00, being equal to 146,000,000 new Ordinary Shares (i.e. the number of Placing Shares available under the Placing); and

·         Resolution 2, which is conditional on the passing of Resolution 1 and is a special resolution, to authorise the Directors to allot 146,000,000 new Ordinary Shares for cash pursuant to the Placing on a non-pre-emptive basis.

The authorities to be granted pursuant to Resolutions 1 and 2 (inclusive) shall expire on whichever is the earlier of (a) the conclusion of the next Annual General Meeting of the Company; and (b) the date falling three months from the date of the passing of the Resolutions (unless renewed varied or revoked by the Company prior to or on that date) and shall be in addition to the Directors' authorities to allot relevant securities and dis-apply statutory pre-emption rights granted at the Company's Annual General Meeting held on 17 October 2019.

Effect of COVID-19 regulations on the General Meeting

In accordance with current Government regulations in relation to COVID-19, Shareholders are encouraged to vote by proxy in advance of the General Meeting, as to attend the General Meeting in person would, as at the date of this announcement, be inconsistent with the relevant government regulations and guidelines.  Shareholders who attempt to attend the General Meeting in person in breach of the stay at home measures will not be admitted. Further details of the Government's regulations relating to COVID-19 can be found at www.gov.uk/coronavirus.

Voting on the Resolutions will be by way of a poll rather than a show of hands. A poll ensures that the votes of Shareholders who are unable to attend the General Meeting, but who have appointed proxies, are taken into account in the final voting results.

Given the current restrictions on attendance in person, Shareholders are encouraged to appoint the chairman of the meeting as their proxy rather than a named person who will not be permitted to attend the physical meeting. Shareholders are further asked to appoint the chairman of the meeting as their proxy electronically where possible.

Should Shareholders wish to ask any questions in relation to the Placing or the Resolutions, which they may otherwise have asked at the General Meeting had they been in attendance, they are encouraged to contact the Company prior to the General Meeting by email to [email protected].

9.      Recommendation

The Directors believe the Placing and the passing of the Resolutions to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the Resolutions as they intend so to do in respect of their beneficial shareholdings amounting to 19,064,716 Ordinary Shares, representing approximately 9.9 per cent. of the existing issued ordinary share capital of the Company.

 

PLACING STATISTICS     

Placing Price (per share)	5.0 pence
Number of Existing Ordinary Shares at the Last Practicable Date	192,915,521
Number of Placing Shares	146,000,000
Enlarged Share Capital	338,915,521
Placing Shares as a percentage of the Enlarged Share Capital	43.1%
Gross proceeds of the Placing	£7.3 million

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS