We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for streaming realtime charts, analysis tools, and prices.
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Rosslyn Data Technologies Plc | LSE:RDT | London | Ordinary Share | GB00BMV2DB09 | ORD GBP0.25 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 9.75 | 9.50 | 10.00 | 9.75 | 9.525 | 9.75 | 11,256 | 08:00:26 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Computer Programming Service | 4.52M | 372k | 0.0211 | 4.62 | 1.72M |
From Apr 2019 to Apr 2024
TIDMRDT
RNS Number : 3317D
Rosslyn Data Technologies PLC
26 April 2017
Rosslyn Data Technologies plc
("Rosslyn" or the "Company")
Acquisition
Proposed placing to raise up to GBP 4.5 million
Open offer to raise up to GBP0.5 million
Notice of General Meeting
Rosslyn announces that it has conditionally agreed to acquire Integritie (UK) Limited for a total initial consideration of GBP2.588 million and has conditionally raised a total of GBP2.29 million, before expenses, by way of a placing of up to 50,955,000 new ordinary shares at 4.5 pence (the "Firm Placing"). In addition the Company has conditionally raised GBP2.21 million before expenses by way of a placing of up to 49,045,000 new ordinary shares at 4.5 pence each (the "VCT/EIS Placing") and also announces an Open Offer to raise up to approximately GBP0.5 million.
Acquisition Highlights
-- Initial consideration of GBP2.588 million plus an earn out of up to GBP750,000 on revenue targets
-- Complementary products and customers with Rosslyn's existing business
-- Firm and VCT/EIS Placings to raise up to GBP4.5 million to satisfy initial consideration and to provide general working capital
-- Enlarged recurring revenue base expected to enhance Company's quality of earnings -- Expected near term cost synergies -- Cross selling opportunities
Transaction Highlights
-- The Transaction, which is subject to Shareholder approval, will raise gross proceeds of up to GBP5.0 million*
-- Placing of up to 100,000,000 Ordinary Shares at the Placing Price of 4.5 pence per share
-- Open Offer for an aggregate of 11,142,031 Offer shares on the basis of 5 new Ordinary Shares for every 34 Existing Ordinary Shares at 4.5 pence each
* On the assumption that the Open Offer is fully subscribed
The net proceeds of the Firm Placing and Open Offer will be used to part fund the acquisition of Integritie and the net proceeds of the VCT/EIS placing will go towards general working purposes.
Roger Bullen, CEO commented: "We are delighted to announce the acquisition of Integritie. Integritie is a strategically important acquisition for us giving us the ability to analyse unstructured as well as structured data. Integritie's customer base is complementary to our own and the acquisition will enable us to cross sell both structured and unstructured data services to an enlarged customer base. In due course, the acquisition should enable us to extract significant synergies not only through cross selling but also operational efficiencies and cost savings as a result of the increased scale."
An explanatory circular (the "Circular") is today being posted to Shareholders in relation to the Transaction. The same definitions apply throughout this announcement as are applied in the Circular. The Circular will be sent to shareholders today and will be available on the Company's website: www.rosslynanalytics.com
Hot Features
Premium
+44(0)20
Rosslyn Data Roger Bullen, 7138 3203
Technologies Chief Executive +44(0)77
plc Officer 7162 3345
Lance Mercereau
Chief Marketing +44(0)7788
Officer 183273
Cenkos Securities
-
Nominated Adviser, Stephen Keys/Camilla +44(0)20
Broker Hume 7397 8924
Notes to Editors
Rosslyn Data Technologies plc, (AIM: RDT), a leading provider of a Cloud-based enterprise data analytics platform, was founded in 2005 by Charles Clark and Hugh Cox. Business Intelligence was ranked first in the top ten technology priorities for Chief Information Officers in 2012 by Gartner. The Company provides analytical services by combining four key technologies: 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, including Aberdeen Asset Management plc, Babcock Corporate Services plc, Xerox Business Services and Coca-Cola Enterprises, Inc. Rosslyn Data Technologies plc is the ultimate holding company of the Group and owns 100 percent of Rosslyn Analytics Limited.
Further information can also be found on the Company's website at: www.rosslynanalytics.com
1. INTRODUCTION
The Company has today announced a conditional VCT/EIS Placing to raise approximately GBP2.21 million (before fees and expenses) by the issue of 49,045,000 new Ordinary Shares at the Placing Price of 4.5 pence per Ordinary Share.
The Company also proposes to raise GBP2.29 million (before fees and expenses) through a conditional Firm Placing by the issue of 50,955,000 new Ordinary Shares at the Placing Price.
Furthermore, in order to provide Shareholders who have not taken part in the VCT/EIS Placing and Firm Placing with an opportunity to participate in the proposed issue of new Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe at the Placing Price for an aggregate of 11,142,031 Offer Shares, to raise up to GBP0.5 million, on the basis of 5 New Ordinary Shares for every 34 Existing Ordinary Shares held on the Record Date, at the Placing Price, payable in full on acceptance.
The Transaction is conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting, compliance by the Company in all material respects of its obligations under the Placing Agreement and the admission of the VCT/EIS Placing Shares, the Firm Placing Shares, the Offer Shares and the Consideration Shares to trading on AIM.
The Resolutions are contained in the Notice of General Meeting which can be found at the end of the Circular. Admission is expected to occur no later than 8.00 a.m. on 15 May 2017 or such later time and/or date as Cenkos and the Company may agree. The VCT/EIS Placing and the Firm Placing are not underwritten.
The Open Offer provides Qualifying Shareholders with an opportunity to participate in the proposed issue of the New Ordinary Shares on a pre-emptive basis whilst providing the Company with additional capital to invest in the business of the Group. The Placing Price is at a discount of 42.9 per cent. to the closing middle market price of 7.88 pence per Existing Ordinary Share on 25 April 2017 (being the last practicable date before announcement of the Transaction).
The purpose of the Circular is to explain the background to and reasons for the Transaction, the use of proceeds, and the details of the Transaction. The Circular also explains why the Board considers the Transaction to be in the best interest of the Company and its Shareholders, and why the Directors recommend that you vote in favour of the Resolutions to be proposed at the General Meeting.
2. BACKGROUND TO THE TRANSACTION
Roger Bullen became Chief Executive in June 2016 and since that time the Board's strategic focus has been on developing a multi-purpose dynamic data architecture and building a scalable technology platform. The Board believes that the Company's platform is now technologically advanced with deep functionality such that it is scalable for a variety of modules and capabilities.
Whilst Rosslyn has attracted a number of important partnerships and is being increasingly recognised as a key player in the data analytics space this has not been matched by sales traction. A limited sales resource, long sales cycles and unpredictable partner revenues have all, the Board believes, been contributing factors to the Company's revenue performance over the last three years. This has led to an extended period of negative cash flow within the Group which, in turn, has put pressure on the Company's balance sheet.
In light of these challenges and the resources the Directors believe that additional data streams and applications are needed to bring the Group to critical mass, the Board's strategy is to accelerate the development of the Group both organically and inorganically. In addition, the Directors believe that a significant consolidation opportunity exists for Rosslyn to acquire companies that are heavily geared towards sale and delivery and that could leverage the Rosslyn platform. The Directors believe that the Proposed Acquisition represents the first step towards building a dynamic data analytics group. Rosslyn's principal expertise is in the extraction, transformation, integration, cleansing, enrichment and visualization of structured data sources, primarily from complex financial and enterprise resource planning systems.
Integritie is a UK based, on premise, data mining company which principally uses third party platforms, including but not limited to IBM Filenet, to capture and interrogate large customer data sets. It specializes in unstructured and semi-structured data processing and has a blue chip customer base which the Directors believe is highly complementary to Rosslyn's. Integritie has its own proprietary analysis tools for extracting data from unstructured sources.
2.1 Reasons for the Proposed Acquisition
Rosslyn's strategy is to complement organic growth with the acquisition of suitable companies to enhance its product and customer base. The Directors believe that there is a strong opportunity to become a leading consolidator of data analytics companies and that the Proposed Acquisition will be a key step in this process and at the same time increase Rosslyn's critical mass and scale. The Directors believe that the Proposed Acquisition is strategically compelling for the following reasons:
-- Integritie's customer base is complementary to that of Rosslyn. The Directors therefore believe that the Proposed Acquisition will add scale to Rosslyn and will allow the cross sale of unstructured/structured data services to an enlarged customer base.
-- The Directors believe that the Proposed Acquisition will generate a substantial increase in Rosslyn's recurring revenues, thereby enhancing the Group's quality of earnings and reducing overall risk from the reliance on the sale of cumbersome revenue items, the timing of which is always difficult to predict. The Directors believe that an enlarged recurring revenue base will be more closely aligned to the Group's cost base.
-- The Directors have identified cost savings/synergies of approximately GBP0.8 million that they expect Rosslyn to be able to make within a year from completion of the Proposed Acquisition. In due course the Directors expect that there will be further synergies in respect of platform and development costs.
-- The Directors believe that the Proposed Acquisition will enable the enlarged group to offer unstructured and structured data mining on Rosslyn's platform in the cloud and will allow Rosslyn to position itself as one of the foremost providers of technologies that enable enterprises to harness their structured and unstructured data simultaneously in one place. In addition to the separate companies' inherent growth prospects on a standalone basis, the addition of Integritie to the Group would offer a strong opportunity to cross-sell and leverage Rosslyn's platform
-- The Directors believe that the combination of the Integritie and Rosslyn sales teams will enable the enlarged Group to sell both RDT's existing products and Integritie's current offering as part of a complete and comprehensive suite. The Directors also believe that the increase in scale that Integritie would bring to the Group would drive cost savings and synergies in administration, development, data and project management.
2.2 Information on Integritie
Integritie is an information capture and management company based in Portsmouth. It principally uses on-premises (non-cloud) IBM solutions to handle unstructured and semi structured data and deal with many varied sources and document types.
Integritie is a private limited company incorporated in England and Wales (with registration number 03842863). Integritie was founded by Michael Veenswyk in 2000 and has developed a suite of image, social media and email capture automation solutions. Integritie has a broad range of content management solutions and has delivered capture and content solutions in a number of jurisdictions.
2.3 Financial information on Integritie
The trading record of Integritie for the three years ended 31 December 2015, as extracted from Integritie's consolidated financial statements is summarized below:
Year ended Year ended Year ended
31 December 31 December 31 December
2013 2014 2015
GBP millions GBP millions GBP millions
(audited) (audited) (unaudited)
Revenues 5.9 5.4 3.0
Operating
Profit/(Loss) 0.6 1.0 (2.0)
Profit/(Loss)
before tax 0.6 0.9 (2.4)
Net assets 1.4 2.3 0.7
2.4 Terms of the Proposed Acquisition
Under the terms of the Acquisition Agreement Rosslyn has conditionally agreed to acquire the entire issued share capital of Integritie from its shareholders, Electronic Archive Solutions Holdings Limited, Peter James Lewis and Bernard Paul Quinn. Electronic Archive Solutions Holdings Limited is owned by a family trust, one of the beneficiaries of which is Michael Veenswyk.
The initial consideration for the Proposed Acquisition is GBP55,000, together with the assumption and repayment of debt of GBP2.533 million, making a total of GBP2.588 million. In addition, there is an earn-out element to the consideration, based on the achievement of recognised revenue between GBP5 million and GBP7 million during the earn-out period (of 12 calendar months), which might become payable. If any earn-out is payable, the maximum amount that Rosslyn would have to pay is GBP750,000, payable in Ordinary Shares (at a price per Ordinary Share ranging from 7.9 pence to a maximum of 26 pence). Therefore, the total payable for the Proposed Acquisition could be GBP3.339 million.
It is anticipated that the initial GBP2.588 million payable for the Proposed Acquisition on completion thereof will be allocated as follows:
-- approximately GBP1.267 million to repay certain outstanding debt and loan notes of Integritie;
-- the assumption (by way of retention by Rosslyn) of approximately GBP1.266 million of loans on Integritie's balance sheet ("Retained Integritie Debt"); and
-- the allotment and issue of the Consideration Shares at the Placing Price.
There may also be an adjustment to the consideration (upwards or downwards) if, and to the extent to which, the net working capital (which includes, as a current liability, a line item for deferred income equal to approximately GBP1.287 million) and/or the debt of Integritie is different from the agreed target figures in the Acquisition Agreement. Any potential upwards adjustment to the consideration as described above shall be capped at GBP1,000,000.
Approximately GBP628,000 of the Retained Integritie Debt shall be amended such that, to the extent it remains outstanding on the second anniversary of completion of the Proposed Acquisition, it shall, along with any interest accrued but unpaid, be capable of being converted into new Ordinary Shares in the Company on the basis of one new Ordinary Share for every 25 pence owed to a creditor.
It is expected that post completion of the Proposed Acquisition, Michael Veenswyk, the founder of Integritie, will be appointed to the board of Rosslyn as an executive director (a sales director). Mr Veenswyk will have an employment contract with Rosslyn (the "Contract"). This Contract includes a fee of GBP120,000 per annum and is for an initial term of 12 months. The Company is entitled to terminate the Contract on 60 days' notice. A further announcement with regard to his appointment will be made when he is appointed to the board of Rosslyn.
2.5 Lock-Ins and Orderly Market Agreements
Electronic Archive Solutions Holdings Limited, one of the Sellers, has undertaken to the Company and Cenkos that, without the prior written consent of the Company or Cenkos and subject to certain limited exceptions:
(a) it shall not sell, transfer or otherwise dispose of, or grant any, interest in or engage in any hedging transaction with respect to its Consideration Shares (each a "Transfer" and collectively "Transfers") at any time during the twelve (12) month period commencing on the date on which Consideration Shares are issued and allotted to it ("First Lock-up Period");
(b) during the period commencing after the First Lock-up Period and ending on the second anniversary of the date on which Consideration Shares are issued and allotted to it (the "Second Lock-up Period"), it may Transfer up to one-third of the Consideration Shares issued and allotted to it pursuant to the Proposed Acquisition;
(c) during the period commencing after the Second Lock-up Period and ending on the third anniversary of the date on which Consideration Shares are issued and allotted to it (the "Third Lock-up Period" and together with the First Lock-up Period and the Second Lock-up Period, the "Lock-up Periods"), it may Transfer up to two-thirds of the Consideration Shares issued and allotted to it pursuant to the Proposed Acquisition; and.
(d) after the Third Lock-up Period, it may freely Transfer any Consideration Shares issued and allotted to it pursuant to the Proposed Acquisition.
3. CURRENT TRADING AND OUTLOOK OF THE COMPANY
On 26 January 2017 Rosslyn announced its unaudited interim results for the six months to 31 October 2016, an extraction of which is included in the table below:
6 months 6 months Year ended
ended ended 30 30 April
31 October 31 October 2016
2016 2015 GBP millions
GBP millions GBP millions (audited)
(unaudited) (unaudited)
Revenues 1.67 1.82 3.87
Operating Loss 1.10 1.32 2.39
Loss before
tax 1.08 1.32 2.37
Net assets 1.63 3.19 2.44
On 1 March 2017 the Company announced a Pilot Project with a leading UK Financial Services Firm which marked an important milestone for the Group being RDT's first inroad into the financial services market and, the Board believes, validates the versatility and applicability of the Rosslyn platform across different verticals outside of the spend analytics arena.
The Company's sales pipeline remains healthy and the Directors were pleased that the Group's US subsidiary recently won a contract from a US Global Industrials Metals Company. The contract is phased with a $100,000, three month proof of value, followed, if successful, with a further $200,000 implementation and annual subscription fee, giving a first year value of approximately $300,000.
As reported in the Company's interim results, the Group remains in contract negotiations with a number of large enterprises. The Board continues to expect opportunities to be converted into contract wins during the current financial year and, in some cases, work has already commenced in relation to these projects. The Company takes a prudent approach and does not recognise any revenue until the contracts have been signed. Management continue to work hard to ensure that three contracts, which together are worth more than GBP1 million, are signed by the end of April. Should none of these contracts be signed in time to be recognised in the 2016/17 financial year, it would have a consequential effect on Group revenues for 2016/17, which would then be at or around the same level as the previous year. The Company will update Shareholders should any of the contacts be signed before the end of the financial year. The Directors remain confident in the long term growth prospects of the Company and believe that the Proposed Acquisition would provide additional and diversified routes to growth and reduce the Group's exposure to large contract wins.
4. THE VCT/EIS PLACING, FIRM PLACING AND OPEN OFFER
The Board believes that raising the majority of the equity finance using the flexibility provided by a non-pre-emptive placing is the most appropriate and optimal structure for the Company at this time. This combined with the Open Offer (which is on a pre-emptive basis) allows both existing Shareholders and new institutional and other investors the opportunity to participate in the equity financing. The maximum amount to be raised by the Open Offer is below the threshold which would require a prospectus, which is a costly and time consuming process.
Subject to the satisfaction of the conditions referred to below, the Company will issue and allot the VCT/EIS Placing Shares first, then the Firm Placing Shares, the Offer Shares and, finally, the Consideration Shares. The use of proceeds raised from the VCT/EIS Placing and the Firm Placing are detailed below in paragraph 4.3.
The New Ordinary Shares when issued will rank pari passu with the Existing Ordinary Shares and will rank in full for any dividends and distributions paid or made in respect of the Ordinary Shares.
4.1 Details of the VCT/EIS Placing and the Firm Placing
The Company is proposing to raise approximately GBP4.5 million (before fees and expenses) by way of the VCT/EIS Placing and the Firm Placing at the Placing Price. The Placing Price represents a discount of approximately 42.9 per cent. from the closing mid-market price of 7.88p on 25 April 2017, , being the latest practicable date prior to the announcement of the Transaction.
In order to broaden the Company's institutional shareholder base and to minimise the time and transaction costs of the VCT/EIS Placing and the Firm Placing, the VCT/EIS Placing Shares and the Firm Placing Shares are only being placed by Cenkos with a limited number of existing and new institutional shareholders. The VCT/EIS Placing Shares and the Firm Placing Shares are not being made available to the public.
In accordance with the terms of the Placing Agreement, both the VCT/EIS Placing and the Firm Placing are conditional, inter alia, upon:
(a) Shareholders approving the Resolutions at the General Meeting that will grant to the Directors the authority to allot the New Ordinary Shares and the Warrants and the power to disapply pre--emption rights in respect of such securities;
(b) the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission; and
(c) Admission becoming effective by no later than 8.00 a.m. on 15 May 2017, or such later time and/or date (being no later than 8.00 a.m. on 23 May 2017) as Cenkos and the Company may agree;
The VCT/EIS Placing Shares and the Firm Placing Shares will be issued credited as fully paid and will be identical to and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares following the date of Admission.
Application will be made to the London Stock Exchange for the VCT/EIS Placing Shares, the Firm Placing Shares, the Offer Shares, and the Consideration Shares to be admitted to trading on AIM. Subject, inter alia, to the passing of the Resolutions at the General Meeting, it is expected that admission to AIM will become effective in respect of, and that dealings on AIM will commence in, the VCT/EIS Placing Shares and the Firm Placing Shares, on or around 15 May 2017, or such later time and/or date (being no later than 8.00 a.m. on 23 May 2017) as Cenkos Securities and the Company may agree.
It is expected that CREST accounts of the investors in the VCT/EIS Placing Shares and the Firm Placing Shares who hold their Ordinary Shares in CREST will be credited with their VCT/EIS Placing Shares and their Firm Placing Shares on 15 May 2017. In the case of investors in the VCT/EIS Placing Shares and Firm Placing Shares holding their Ordinary Shares in certificated form, it is expected that, where applicable, certificates will be dispatched within 10 business days of Admission. Pending dispatch of the share certificates or the crediting of CREST accounts, the Registrar will certify any instruments of transfer against the register.
4.2 Details of the Open Offer
The Company is proposing to raise up to approximately GBP0.5 million before expenses under the Open Offer. A total of 11,142,031 new Ordinary Shares are available to Qualifying Shareholders pursuant to the Open Offer at the Placing Price, payable in full on acceptance. Any Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.
Qualifying Shareholders may apply for Offer Shares under the Open Offer at the Placing Price on the following basis:
5 Offer Shares for every 34 Existing Ordinary Shares
and so in proportion for any number of Existing Ordinary Shares held on the Record Date.
Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Offer Shares. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders but will be aggregated and made available under the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement. Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in certain overseas jurisdictions will not qualify to participate in the Open Offer.
Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that such Open Offer Entitlements will be credited to CREST on 27 April 2017. The Open Offer Entitlements will be enabled for settlement in CREST until 11.00 a.m. on 11 May 2017. Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona fide market claims. The Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST applications and payment in respect of the Open Offer is 11.00 a.m. on 11 May 2017.
The Open Offer is conditional on the VCT/EIS Placing and the Firm Placing becoming or being declared unconditional in all respects and not being terminated before Admission (as the case may be).
Accordingly, if the conditions of the Placing Agreement are not satisfied or waived (where capable of waiver), the Open Offer will not proceed and the Offer Shares will not be issued and all monies received by Capita will be returned to the applicants (at the applicants' risk and without interest) as soon as possible, but within 14 days thereafter. Any Open Offer Entitlements admitted to CREST will thereafter be disabled.
Application will be made for the Offer Shares to be admitted to trading on AIM. It is expected that dealings in the Offer Shares will commence on AIM on 15 May 2017.
Part 3 and Part 4 of the Circular contain further necessary information on the Open Offer.
4.3 Use of net proceeds
The net proceeds from the VCT/EIS Placing will be used to further develop the Company's platform and to grow the Company's sales and marketing capabilities both in the UK and USA.
The net proceeds of the Firm Placing and the Open Offer are expected to be approximately GBP4.47 million and it is proposed that such proceeds shall be used as follows:
(a) GBP1.767 million partially to fund the Proposed Acquisition, of which GBP1.267 million is for the repayment of loans and GBP0.5 million is for immediate working capital requirements; and
(b) GBP2.703 million for working capital and ongoing development of the Company's existing product set.
4.4 Placing Agreement and the Warrants
In connection with the VCT/EIS Placing and the Firm Placing, the Company has entered into the Placing Agreement pursuant to which Cenkos has conditionally agreed to act as placing agent to the Company and to use reasonable endeavours to procure placees to acquire the VCT/EIS Placing Shares and the Firm Placing Shares at the Placing Price. The VCT/EIS Placing and the Firm Placing have not been underwritten.
The Placing Agreement contains certain warranties from the Company in favour of Cenkos in relation to, inter alia, the accuracy of the information contained in this document and certain other matters relating to the Group and its business. In addition, the Company has given certain undertakings to Cenkos and has agreed to indemnify Cenkos in relation to certain liabilities they may incur in respect of the VCT/EIS Placing and the Firm Placing.
Cenkos has the right to terminate the Placing Agreement prior to Admission, in certain circumstances including, inter alia: (i) for certain force majeure events or other events involving certain material adverse changes or prospective material adverse changes relating to the Group; or (ii) in the event of a breach of the warranties or other obligations of the Company set out in the Placing Agreement.
The Warrants are exercisable at any time from the first anniversary of Admission up to the fifth anniversary of Admission, provided that the closing mid-market price for the Company's Ordinary Shares shall be at least 8 pence per Ordinary Share.
The terms of the Warrants are subject to adjustment in certain circumstances including a share capital reorganisation of the Company.
4.5 Directors' dealings
Certain of the Directors have indicated that they intend to subscribe for, in aggregate, up to 5,111,110 new Ordinary Shares under the Open Offer, if such amount is available. A further announcement with regard to their participation in the Open Offer will be made in due course.
5. GENERAL MEETING
A notice convening the General Meeting is set out at the end of the Circular. A summary and explanation of the Resolutions to be proposed at the General Meeting is set out below. Please note that the summary and explanation is not the full text of the Resolutions and Shareholders should review the full text of the Resolutions before deciding whether or not to approve them.
The first and second Resolutions propose to grant to the Directors a general authority pursuant to section 551 of the Act to allot shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company.
The third Resolution proposes to confer upon the Directors a general power under section 570 of the Act to allot equity securities on a non pre-emptive basis pursuant to the authority granted to the Directors by the first and second Resolutions. The third Resolution is a special resolution. Accordingly, for the third Resolution to be passed, not less than 75 per cent. of votes cast must be in favour.
If passed, the Resolutions will confer upon the Directors the authority to issue the New Ordinary Shares and the Warrants as well as certain additional shares as described therein. The Transaction is conditional upon the passing of the Resolutions and, accordingly, if the Resolutions are not passed, the Transaction will not complete. If the Resolutions are passed, the authority and power conferred will, to the extent not used, expire at the end of the next annual general meeting of the Company to be held in 2017.
The Directors do not, at present, intend to issue any share capital other than in connection with the Transaction and the Warrants.
6. RECOMMATION AND IRREVOCABLE UNDERTAKINGS
The Directors recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own beneficial holdings amounting collectively to approximately 33,454,729 Ordinary Shares representing approximately 44 per cent. of the existing issued ordinary share capital of the Company.
Expected timetable of key events
Record Date for the Open Offer close of business
on 24 April 2017
------------------------------------------ -------------------
Announcement of the Transaction, 26 April 2017
posting of the Circular, the Application
form and Form of Proxy
------------------------------------------ -------------------
Ex-entitlement Date 26 April 2017
------------------------------------------ -------------------
Open Offer Entitlements and Excess 27 April 2017
CREST Open Offer Entitlements
credited to stock accounts of
Qualifying CREST Shareholders
------------------------------------------ -------------------
Recommended latest time and date 4.30 p.m. on 8
for requesting withdrawal of Open May 2017
Offer Entitlements and Excess
CREST Open Offer Entitlements
from CREST
------------------------------------------ -------------------
Latest time and date for depositing 3.00 p.m. on 9
Open Offer Entitlements and Excess May 2017
CREST Open Offer Entitlements
in CREST
------------------------------------------ -------------------
Latest time and date for splitting 3.00 p.m. on 10
Application Forms (to satisfy May 2017
bona fide market claims only)
------------------------------------------ -------------------
Latest time and date for receipt 10:30 a.m. on 10
of completed Forms of Proxy to May 2017
be valid at the General Meeting
------------------------------------------ -------------------
Latest time and date for acceptance 11.00 a.m. on 11
of the Open Offer and receipt May 2017
of completed Application Forms
and payment in full under the
Open Offer or settlement of relevant
CREST instructions (if appropriate)
------------------------------------------ -------------------
General Meeting 10.30 a.m. on 12
May 2017
------------------------------------------ -------------------
Announcement of result of General 12 May 2017
Meeting and Open Offer
------------------------------------------ -------------------
Admission and commencement of 8.00 a.m. on 15
dealings in the VCT/EIS Placing May 2017
Shares, Firm Placing Shares, Offer
Shares and Consideration Shares
on AIM
------------------------------------------ -------------------
VCT/EIS Placing Shares, Firm Placing 15 May 2017
Shares and Offer Shares credited
to CREST members' accounts
------------------------------------------ -------------------
Despatch of definitive share certificates Within 10 business
for Offer Shares in certificated days of Admission
form
------------------------------------------ -------------------
DEFINITIONS
The following definitions apply throughout this announcement, unless the context otherwise requires:
"Acquisition Agreement" the acquisition agreement
entered into on 26 April
2017 between Rosslyn (as
buyer) and the Sellers for
the acquisition of the entire
issued share capital of Integritie;
"Act" the Companies Act 2006;
"Admission" admission of the VCT/EIS
Placing Shares, Firm Placing
Shares, Offer Shares and
Consideration Shares to trading
on AIM becoming effective
in accordance with rule 6
of the AIM Rules;
"AIM" the market of that name operated
by London Stock Exchange;
"AIM Rules" the rules published by London
Stock Exchange entitled "AIM
Rules for Companies";
"Application Form" the application form which
accompanies the Circular
for Qualifying Non-CREST
Shareholders for use in connection
with the Open Offer;
"Board" or "Directors" the directors of the Company;
"Capita Asset Services" a trading name of Capita
Registrars Limited;
"Cenkos" or "Cenkos Cenkos Securities plc;
Securities"
"Company", "RDT" Rosslyn Data Technologies
or "Rosslyn" plc;
"Consideration Shares" means 1,222,222 new Ordinary
Shares to be issued to the
shareholders of Integritie
as part of the Proposed Acquisition;
"CREST" the relevant system (as defined
in the CREST Regulations)
in respect of which Euroclear
UK & Ireland Limited is the
Operator (as defined in the
CREST Regulations);
"CREST member" a person who has been admitted
by Euroclear UK & Ireland
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 UK & Ireland;
"CREST Regulations" the Uncertificated Securities
Regulations 2001 (SI 2001
No. 3755), as amended, and
any applicable rules made
under those regulations;
"CREST sponsor" a CREST participant admitted
to CREST as a CREST sponsor;
"CREST sponsored a CREST member admitted to
member" CREST as a sponsored member
(which includes all CREST
Personal Members);
"EBITDA" earnings before interest,
tax, depreciation and amortization;
"EIS" the Enterprise Incentive
Scheme under Part 5 of the
Income Tax Act 2007;
"enabled for settlement" in relation to Open Offer
Entitlements or entitlements
to Excess Shares, enabled
for the limited purpose of
settlement of claim transactions
and unmatched stock event
transactions (each as described
in the CREST Manual issued
by Euroclear UK & Ireland);
"Enlarged Share Capital" the entire issued share capital
of the Company following
completion of the VCT/EIS
Placing, Firm Placing, Open
Offer and Admission, assuming
the Open Offer is fully subscribed;
"Euroclear UK & Ireland" Euroclear UK & Ireland Limited,
or "Euroclear" the operator of CREST;
"Excess Application the arrangement pursuant
Facility" to which Qualifying Shareholders
may apply for Offer Shares
in excess of their Open Offer
Entitlements;
"Excess CREST Open in respect of each Qualifying
Offer Entitlement" CREST Shareholder, the entitlement
to apply for Offer Shares
in addition to his Open Offer
Entitlement credited to that
Shareholder's stock account
in CREST, pursuant to the
Excess Application Facility,
which is conditional on the
Shareholder taking up their
Open Offer Entitlement in
full and which may be subject
to scaling back in accordance
with the provisions of the
Circular;
"Excess Open Offer an entitlement for each Qualifying
Entitlement" Shareholder to apply to subscribe
for Offer Shares in addition
to his Open Offer Entitlement
pursuant to the Excess Application
Facility which is conditional
on him taking up his Open
Offer Entitlement in full
and which may be subject
to scaling back in accordance
with the provisions of the
Circular;
"Excess Shares" Offer Shares in addition
to the Open Offer Entitlement
for which Qualifying Shareholders
may apply under the Excess
Application Facility;
"Ex-entitlement Date" the date on which the Existing
Ordinary Shares are marked
"ex" for entitlement under
the Open Offer, being 26
April 2017;
"Existing Ordinary all issued Ordinary Shares
Shares" as at the date of the Circular;
"FCA" the UK Financial Conduct
Authority;
"Firm Placing" the placing by Cenkos, as
agent for the Company, of
the Firm Placing Shares at
the Placing Price with certain
institutional and other investors
on the terms and subject
to the conditions set out
in the Placing Agreement;
"Firm Placing Shares" 50,955,000 new Ordinary Shares
to be issued pursuant to
the Firm Placing;
"FSMA" the Financial Services and
Markets Act 2000 (as amended);
"General Meeting" the general meeting of the
Company convened for 10.30
a.m. on 12 May 2017 to approve
the Resolutions (or any adjournment
thereof), notice of which
is set out at the end of
the Circular;
"Form of Proxy" the form of proxy for use
in connection with the General
Meeting accompanying the
Circular;
"Group" the Company and its subsidiaries
and subsidiary undertakings
as defined in the Act;
"Integritie" Integritie (UK) Limited;
"ISIN" International Securities
Identification Number;
"London Stock Exchange" London Stock Exchange plc;
"Money Laundering the Money Laundering Regulations
Regulations" 2007 (as amended);
"New Ordinary Shares" the VCT/EIS Placing Shares,
the Firm Placing Shares,
the Offer Shares and the
Consideration Shares;
"Open Offer" the conditional invitation
made by the Company to Qualifying
Shareholders to apply to
subscribe for the Offer Shares
at the Placing Price on the
terms and subject to the
conditions set out in Part
3 of the Circular and, where
relevant, in the Application
Form;
"Open Offer Entitlement" the individual entitlements
of Qualifying Shareholders
to apply to subscribe for
Offer Shares allocated to
Qualifying Shareholders pursuant
to the Open Offer;
"Offer Shares" up to 11,142,031 new Ordinary
Shares being made available
to Qualifying Shareholders
pursuant to the Open Offer;
"Ordinary Shares" ordinary shares of GBP0.005
each in the capital of the
Company;
"Overseas Shareholders" Shareholders who are resident
in, or who are citizens of,
or who have registered addresses
in, territories other than
the United Kingdom;
"participant ID" the identification code or
membership number used in
CREST to identify a particular
CREST member or other CREST
participant;
"Placees" subscribers for new Ordinary
Shares pursuant to the VCT/EIS
Placing or Firm Placing as
the case may be;
"Placing Agreement" the placing agreement dated
on or around the date of
the Circular between the
Company and Cenkos in connection
with the VCT/EIS Placing
and the Firm Placing;
"Placing Price" 4.5 pence per New Ordinary
Share;
"Prospectus Rules" the prospectus rules made
by the FCA pursuant to section
73A of FSMA;
"Proposed Acquisition" the proposed acquisition
by the Company pursuant to
the Acquisition Agreement;
"Qualifying CREST Qualifying Shareholders holding
Shareholders" Existing Ordinary Shares
in a CREST account;
"Qualifying Non-CREST Qualifying Shareholders holding
Shareholders" Existing Ordinary Shares
in certificated form;
"Qualifying Shareholders" holders of Existing Ordinary
Shares on the register of
members of the Company at
the Record Date (but excluding,
subject to certain exceptions,
any Overseas Shareholder
who is located or resident
or who has a registered address
in, or who is a citizen of,
the United States of America
or any other Restricted Jurisdiction);
"Receiving Agent" Capita Asset Services, Corporate
Actions, The Registry, 34
Beckenham Road, Beckenham,
Kent, BR3 4TU;
"Record Date" 5.00 p.m. on 24 April 2017
in respect of the entitlements
of Qualifying Shareholders
under the Open Offer;
"Registrars" Capita Asset Services, the
Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU;
"Regulatory Information has the meaning given in
Service" the AIM Rules;
"Resolutions" the resolutions to be proposed
at the General Meeting;
"Restricted Jurisdiction" the United States, Canada,
Australia, New Zealand, the
Republic of South Africa,
Japan or the Republic of
Ireland, and any of their
territories or possessions;
"Securities Act" the United States Securities
Act of 1933, as amended;
"Sellers" means Electronic Archive
Solutions Holdings Limited,
a company incorporated in
the British Virgin Islands
(with registered number 403543),
Peter James Lewis, a non-executive
director of Integritie, and
Bernard Paul Quinn, the chairman
of Integritie;
"Shareholder" a holder of Ordinary Shares;
"Transaction" the VCT/EIS Placing, Firm
Placing, Open Offer, and
the Proposed Acquisition;
"United Kingdom" the United Kingdom of Great
or "UK" Britain and Northern Ireland;
"United States" or the United States of America,
"US" its territories and possessions,
any state of the United States
of America and the District
of Columbia;
"VCT" a Venture Capital Trust under
Part 6 of the Income Tax
Act 2007;
"VCT/EIS Placing" the placing by Cenkos, as
agent for the Company, of
the VCT/EIS Placing Shares
at the Placing Price with
certain institutional and
other investors on the terms
and subject to the conditions
set out in the Placing Agreement;
"VCT/EIS Placing up to 49,045,000 new Ordinary
Shares" Shares to be issued pursuant
to the VCT/EIS Placing;
"Warrants" the warrants to be issued
by the Company to Cenkos
to subscribe for up to such
number of Ordinary Shares
as amounts to 6 per cent
of the aggregate nominal
value of the ordinary share
capital of the Company in
issue on Admission at the
Placing Price and exercisable
at any time from the first
anniversary of Admission
up to the fifth anniversary
of Admission provided that
the closing mid market price
for the Company's Ordinary
Shares shall be at least
8 pence per Ordinary Share;
"GBP", "pence", "p" the lawful currency of the
or "sterling" United Kingdom; and
"$", "US$" or "dollar" the lawful currency of the
United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQOKPDBDBKBFQB
(END) Dow Jones Newswires
April 26, 2017 02:01 ET (06:01 GMT)
1 Year Rosslyn Data Technologies Chart |
1 Month Rosslyn Data Technologies Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
