Schedule One - Calnex Solutions PLC | RNS | Ticker

Schedule One - Calnex Solutions PLC

RNS Announcement

RNS Number : 4898Z

AIM

21 September 2020

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Calnex Solutions plc

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Oracle Campus, Linlithgow, West Lothian EH49 7LR

COUNTRY OF INCORPORATION:

Scotland

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.calnexsol.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Calnex Solutions plc ("Calnex" of the "Company") is an established provider of test and measurement solutions for the global telecommunications sector. The Company designs, produces and markets test instrumentation and solutions for network synchronization and network emulation, enabling its customers to validate the performance of the critical infrastructure associated with the telecoms networks.

The Company's sophisticated test platforms are primarily aimed at the design validation, conformance test and maintenance test stages of the telecoms product development cycle. In what is a diverse and rapidly changing sector, the Company has a proven track record of developing innovative and advanced test and measurement solutions for its customers. This has been achieved by delivering a strategy focused on research and development (R&D), intellectual property (IP) and product development.

Founded in 2006, Calnex is headquartered in Linlithgow, Scotland, with additional locations in Belfast and California, supported by sales teams in China and India. The Company's main country of operation is the UK. Calnex has a global network of partners, providing a worldwide distribution capability.

To date, Calnex has secured and delivered orders from over 600 customer sites in 68 countries across the world. Customers include BT, China Mobile, NTT, Ericsson, Nokia, Intel, Qualcomm, IBM and Facebook.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

87,500,000 ordinary shares of £0.00125 each

Issue price of 48.0 pence per share

No Ordinary Shares are or will be held in treasury

The Ordinary Shares will be freely transferable and have no restrictions as to transfer placed on them.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised: £22.5 million, comprising £6.0 million for the Company and a further £16.5 million for existing shareholders

Market capitalisation on Admission: £42.0 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

57 per cent

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

George Reginald Elliott (Non-Executive Chairman)

Thomas (Tommy) Cook (Chief Executive Officer)

Ashleigh Joanne Greenan (Chief Financial Officer)

Ann Cochrane Cook Wallace Budge (Non-Executive Director)

Graeme Bissett (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	Before Admission
Thomas (Tommy) Cook	32.3%
Scottish Enterprise	21.0%
Ann Budge	5.9%
Scottish Loan Fund LP	5.0%
John McElroy	4.7%
Anand Ram	4.7%

Shareholder	After Admission
Thomas (Tommy) Cook	21.0%
BGF Investment Management Limited	15.0%
Scottish Enterprise	9.0%
Otus Capital Management Limited	8.6%
Lombard Odier Asset Management	8.3%
Slater Investments Limited	6.2%
Ann Budge	3.0%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

31 March

31 March 2020

31 December 2020, 30 September 2021 and 31 December 2021

EXPECTED ADMISSION DATE:

5 October 2020

NAME AND ADDRESS OF NOMINATED ADVISER:

Cenkos Securities plc
66 Hanover Street,

Third Floor,

Edinburgh

EH2 1EL

and

6.7.8 Tokenhouse Yard
EC2R 7AS
London

NAME AND ADDRESS OF BROKER:

Cenkos Securities plc
66 Hanover Street,

Third Floor,

Edinburgh

EH2 1EL

and

6.7.8 Tokenhouse Yard
EC2R 7AS
London

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

www.calnexsol.com

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

21 September 2020

NEW/ UPDATE:

NEW

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END

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RNS metadata

Title: Schedule One - Calnex Solutions PLC
Time: 08:00:06
Date: 21 Sept 2020
Category: Capital structure
ID: 4898Z