26 Nov 2018 14:00
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Prior to publication, this announcement contained inside information within the meaning of Article 7 of the EU Market Abuse Regulation 596/2014. With the publication of this announcement, this information is now considered to be in the public domain
26 November 2018
Location Sciences Group PLC
("Location Sciences" or the "Company")
COMPLETION OF PLACING TO RAISE £2.76 MILLION
Location Sciences Group PLC (AIM: LSAI), the leading mobile location data and intelligence expert, is pleased to announce that it has raised approximately £2.76 million (gross) through a placing of 122,822,221 new ordinary shares of 1 pence each ("Placing Shares") in the share capital of the Company (the "Placing") at a price of 2.25 pence per Placing Share (the "Issue Price"). The Company also provides further detail on the Open Offer announced earlier today.
The Placing Shares being issued represent approximately 58.5 per cent. of the Company's existing issued share capital prior to the Placing. The Issue Price represents a discount of 10 per cent. to the closing mid-market price of 2.5 pence per Existing Ordinary Share on 23 November 2018 (being the last Business Day prior to the announcement of the Placing and Open Offer released earlier today). Stockdale Securities Limited is acting as Nominated Adviser and Broker to the Company in connection with the Placing.
Directors' participations
David Rae, Chief Financial Officer of the Company, has subscribed for 666,667 Placing Shares at the Issue Price as part of the Placing. Following Admission, Mr Rae will hold 1,166,667 Ordinary Shares in the Company representing approximately 0.35 per cent. of the Enlarged Share Capital.
In recognition of his service to the Company, and in order to incentivise him and further align his interests to those of the Company's shareholders, the Board has agreed to award Mark Slade, Chief Executive Officer of the Company, a cash bonus to match the level of his personal investment in the Placing of £50,000, on condition that the proceeds of this bonus are invested in the Placing. As such, Mark Slade has subscribed for 4,444,444 Placing Shares at the Issue Price as part of the Placing. Following Admission, Mark Slade will hold 6,204,444 Ordinary Shares in the Company representing approximately 1.87 per cent. of the Enlarged Share Capital.
Admission and total voting rights
Application has been made to the London Stock Exchange for the admission of the Placing Shares to trading on AIM ("Admission"). Admission is expected to occur at 8.00 a.m. on 29 November 2018. The Placing Shares will, on Admission, rank pari passu with the Existing Ordinary Shares. Following Admission, the Enlarged Share Capital will comprise 332,655,659 Ordinary Shares. This figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Mark Slade, Chief Executive, of Location Sciences, commented: "We are delighted to announce the successful completion of the Placing. This is a significant milestone in the turnaround of Location Sciences and, although there is still a huge amount of work to do, we now have the working capital in place to fulfil the Board's plans for the next stage of growth. I would like to take this opportunity to thank all of our shareholders, both new and old, for their support and faith in our vision for the business. As a management team we are fully aligned with their goals and we look to the future with confidence."
The Open Offer
In order to provide Shareholders who have not taken part in the Placing with an opportunity to participate, the Company is providing all Qualifying Shareholders with the opportunity to subscribe for an aggregate of up to 20,983,344 Ordinary Shares, to raise up to approximately £0.47 million (before expenses), on the basis of 1 new Ordinary Share for every 10 Existing Ordinary Shares held on the Record Date, at the Issue Price, payable in full at the time of acceptance of the Open Offer. Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.
The Open Offer provides Qualifying Shareholders with an opportunity to participate in the proposed issue of New Ordinary Shares whilst providing the Company with additional capital to invest in the business of the Group.
The Issue Price is the same for the Open Offer and the Firm Placing and represents a discount of 10 per cent. to the closing mid-market price of 2.5 pence per Existing Ordinary Share on 23 November 2018 (being the last Business Day prior to the announcement of the Placing and Open Offer).
The Open Offer is conditional on the Placing becoming or being declared unconditional in all respects and not being terminated prior to admission of the Open Offer Shares to trading on AIM ("Open Offer Admission"). The principal conditions to the Open Offer are:
(a) the Placing Agreement having become unconditional and not having been terminated in accordance with its terms prior to Admission; and
(b) Open Offer Admission becoming effective by no later than 8.00 a.m. on 14 December 2018 or such later time and/or date (being no later than midday on 31 December 2018) as Stockdale Securities and the Company may agree.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlements under the Open Offer | close of business on23 November 2018 |
Announcement of the Placing and Open Offer | 7.00 a.m. on 26 November 2018 |
Publication and posting of the Open Offer Circular and the Application Form | 27 November 2018 |
Ex-entitlement Date for the Open Offer | 8.00 a.m. on 27 November 2018 |
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST | as soon as practical after8.00 a.m. on 28 November 2018 |
Placing Admission and commencement of dealings in the Placing Shares on AIM | 8.00 a.m. on 29 November 2018 |
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST | 4.30 p.m. on 5 December 2018 |
Recommended latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST | 3.00 p.m. on 6 December 2018 |
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 11 December 2018 |
Latest time and date for receipt of completed Application Forms and appropriate payment in respect of Open Offer Shares or Excess Shares or settlement of relevant CREST instruction | 10.00 a.m. on13 December 2018 |
Announcement of result of Open Offer | 7.00 a.m. on 14 December 2018 |
Open Offer Admission and commencement of dealings in the Open Offer Shares on AIM | 8.00 a.m. on 14 December 2018 |
CREST members' accounts credited in respect of Open Offer Shares in uncertificated form | by 8.00 a.m. on14 December 2018 |
Despatch of definitive share certificates for Open Offer Shares in certificated form | by no later than 28 December 2018 |
A circular (the "Open Offer Circular") will be posted tomorrow to Qualifying Shareholders setting out further details of the Open Offer and the full terms and conditions on which it is being made, including the procedure for application and payment. A copy of the Open Offer Circular will be available on the Company's website at: https://www.locationsciences.ai/.
Save as defined herein, capitalised terms used in this announcement have the same meaning as in the Open Offer Circular.
For further information please contact:
Location Sciences Group PLC | Via Newgate Communications |
Mark Slade, Chief Executive Officer |
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David Rae, Chief Financial Officer |
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Stockdale Securities Limited | Tel: +44 (0)20 7601 6100 |
Tom Griffiths |
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Ed Thomas |
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Newgate Communications |
Tel: +44 (0)20 3757 6880 |
Bob Huxford |
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Fiona Norman |
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About Location Sciences Group PLC:
Location Sciences helps companies connect the online world with the offline world using mobile location technology data. We combine cutting-edge mobile location data collection with proprietary machine learning analytics to create new value and insights from location information.
Location Sciences is media-agnostic and works with a variety of media, advertising and technology partners - plus the world's biggest brands. Our technology is well positioned to fulfil the need for greater accuracy and accountability in a growing market that is increasingly looking for superior data and verification.