TWD.L Regulatory News (TWD)

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 THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS OF THE ACQUISITION AND FUNDRAISING ARE SET OUT BELOW.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF TRACKWISE DESIGNS PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

TRACKWISE DESIGNS PLC

("Trackwise", the "Company" or the "Group")

Acquisition of Stevenage Circuits Ltd

Fundraising to raise approximately £5.87m

Notice of General Meeting

The Board of Trackwise Designs plc, a provider of specialist products using printed circuit technology, is pleased to announce that it has conditionally acquired Stevenage Circuits Ltd ("SCL") for a total consideration of up to £2.457m (the "Acquisition").

The Board is also pleased to announce that it has conditionally raised approximately £5.87m by the issue of an aggregate of up to 7,341,250 new ordinary shares of 4 pence each (the "Ordinary Shares") pursuant to a placing (the "Placing") of up to 7,253,750 new Ordinary Shares (the "Placing Shares") at 80 pence per share (the "Placing Price") and by the issue of 87,500 new Ordinary Shares pursuant to a subscription (the "Subscription Shares") at the Placing Price (the "Subscription") (the Placing and Subscription, together the "Fundraising").

The Fundraising requires Shareholder Resolutions to be passed by the Company's Shareholders.

Highlights:

· Acquisition of SCL, a UK-based designer and manufacturer of short flex and rigid printed circuit boards, for a maximum consideration of £2.457m

· For the year ended 30 September 2019, SCL achieved revenue of £6.5m and adjusted EBITDA* of approximately £0.36m

· The Acquisition adds further manufacturing capacity to enable the demand-led ramp up of the Company's Improved Harness Technology ("IHT") production, as well as customers and technical, sales and operational expertise

· Fundraising conditionally raising gross proceeds of approximately £5.87m for the Company supported by existing and new institutional shareholders

· The proceeds of the Fundraising will support the acquisition of SCL, the proposed funding of additional capacity and capability and the provision of growth working capital to include the continued development of the Company's IP and know-how

· The Acquisition is expected to be immediately earnings enhancing, and strengthens the Company's cash generative revenue streams

*Excludes one-off profit on disposal of property and excludes benefit of release of an unrequired dormant subsidiary accrual

Philip Johnston, CEO of Trackwise, commented: "We are pleased by the significant support shown by existing and new investors. The acquisition of SCL extends our manufacturing capabilities, providing us with the capacity to deliver IHT series production, while diversifying our revenue streams and customer base. The SCL team brings additional depth to our technical, sales and operational expertise and we look forward to welcoming them to Trackwise.

With a broader platform from which to capitalise on the growing market awareness of IHT and an expanded team and customer base, we look to the future with confidence."

General Meeting

A circular (the "Circular"), containing a notice convening the General Meeting to be held at the offices of the Company at 1 Ashvale, Alexandra Way, Tewkesbury GL20 8NB at 11.00 a.m. on 30 March 2020 (the "Notice"), will be posted to shareholders today and will be available on the Company's website at www.trackwise.co.uk. The General Meeting has been convened to consider and, if thought fit, approve the Resolutions set out in the Circular and Notice which are required to effect the Acquisition and Fundraising.

The Directors consider the Resolutions to be set out in the Circular and Notice to be in the best interests of the Company and the Shareholders as a whole. The Directors who hold Ordinary Shares intend to vote in favour of the Resolutions in respect of their shareholdings, representing in aggregate approximately 45.95 per cent. of the Company's current issued share capital as at the date of this announcement.

Further information on the Acquisition and Fundraising is set out below and this announcement should be read in its entirety.

Enquiries:

Notes to editors

Trackwise is an established business that manufactures specialist products using printed circuit technology. The Company consists of two divisions Improved Harness Technology TM ("IHT") and Radio Frequency ("RF").

The IHT division utilises the Company's unique proprietary technology, a patented process that Trackwise has developed to manufacture unlimited length multilayer flexible printed circuits. The Directors believe that the technology has many applications but believe one of its primary uses could be to replace traditional wire harness used in a variety of industries.

The RF business unit manufactures specialist printed circuits which are primarily used in the antenna infrastructure to support the 4G/5G mobile phone networks, as well as having a number of other applications.

Trackwise Designs plc was admitted to trading on AIM on 31 July 2018 with the ticker TWD.

For additional information please visit: www.trackwise.co.uk

No statement in this announcement is intended to be a profit forecast or estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Circular containing notice of the General Meeting, a copy of which will be available on the Company's website.

The following text has been extracted from the Circular:

LETTER FROM THE CHAIRMAN

1. Introduction

The Company announced on 13 March 2020 that it had conditionally agreed to acquire the entire issued share capital of Stevenage Circuits. It also announced that it had conditionally raised approximately £5.87 million (before expenses) by the issue of up to 7,341,250 new Ordinary Shares pursuant to the Placing of 7,253,750 new Ordinary Shares at 80 pence per share (the "Placing Price") and by the issue of 87,500 new Ordinary Shares pursuant to the Subscription at the Placing Price. The Placing Price represented a discount of 9.6 per cent. to the closing bid price of an Ordinary Share of 88.5 pence on 12 March 2020, being the Business Day prior to the announcement of the Fundraising.

The Fundraising is conditional on, inter alia, the passing of the Resolutions by the Shareholders at the General Meeting. The Acquisition is conditional upon the admission of the Placing Shares and the Subscription Shares to AIM which is in turn conditional on the passing of the Resolutions.

The purpose of this letter is to outline the reasons for the Acquisition and the Fundraising and explain why the Board considers the Resolutions to be in the best interests of the Company and Shareholders as a whole, and why the Directors recommend that you vote in favour of the Resolutions, as they intend to in respect of the Ordinary Shares held by them, which represent in aggregate approximately 45.95 per cent. of the Existing Ordinary Shares.

2. Background to and reasons for the Acquisition and the Fundraising

The Company is engaged in the manufacture of IHT. Due to increasing demand for IHT the Company requires additional manufacturing capacity. The acquisition of Stevenage Circuits allows capacity to be enabled at the Company's current site by transferring non IHT production to the site of the acquired business. The Acquisition will also give the Company a wider and deeper technical knowledge base, a stronger sales effort and a broader customer base.

Stevenage Circuits is cash generative and this will allow the Company to have stronger internally generated cash flow which will strengthen the business as it delivers the increase in IHT revenues.

3. Use of proceeds

The Company is proposing to raise gross proceeds of approximately £5.87 million from the Fundraising. The net proceeds (after deducting the costs and expenses of the Fundraising), along with the Company's existing cash resources are intended to be used to fund the Acquisition, together with the proposed funding of additional capacity and capability and the provision of growth working capital to include the continued development of the Company's IP and know-how.

4. Details of the Acquisition

About Stevenage Circuits

Stevenage Circuits is a UK based designer and manufacturer of short flex and rigid printed circuit boards. For the year ended 30 September 2019 Stevenage Circuits achieved revenue of £6.5m (audited) and adjusted EBITDA of £0.36m (earnings before interest, tax, depreciation and amortisation, and excluding the benefit of a one-off profit on the disposal of a property of approximately £0.5m, and also excluding the benefit of the release of an unrequired dormant subsidiary accrual of approximately £0.05).

For the year ended 30 September 2019 Stevenage Circuits achieved an adjusted loss before tax (as above before the profit on the disposal of a property and the benefit of the release of an unrequired dormant subsidiary accrual) of £155,840, and a reported profit before tax of £381,494 (audited).

The Acquisition Agreement

Under the terms of the Acquisition Agreement, the Company has agreed to purchase, conditional inter alia upon Admission, the entire issued share capital of Stevenage Circuits in consideration for the payment to the Sellers of up to £2,457,000, with £2,000,000 payable in full within three days of completion of the Acquisition (conditional upon Admission), £200,000 payable in full on the first anniversary of completion of the Acquisition, subject to certain adjustments based on the net assets of Stevenage Circuits being £3.2m at completion of the Acquisition, and up to £257,000 on the second anniversary of completion of the Acquisition subject to the EBITDA of Stevenage Circuits during the period from completion of the Acquisition and the first anniversary of completion of the Acquisition being equal to or more than £457,000.

The Sellers have given customary warranties and have given indemnities, in respect of certain aspects of Stevenage Circuits business. The liability of the Sellers under these warranties and indemnities is, save for fraud, capped at an amount equal to the aggregate consideration paid to the Sellers. The warranties and indemnities are subject to customary financial thresholds, time limitations and other limitations and exclusions. The Sellers have also agreed to provide non-compete covenants to protect the goodwill of Stevenage Circuits.

Please note that, due to tax advice received by the Company in respect of the eligibility of the Placing Shares for tax relief under EIS Leglisation and VCT Legislation, it is proposed that the Acquisition will complete at approximately 17:00 on the Business Day following Admission.

5. Information on the Fundraising and terms of the Placing Agreement and the Subscription Letters

The Company proposes to raise approximately £5.87 million (before expenses) through the issue of the Placing Shares and the Subscription Shares at the Placing Price, which represented a discount of 9.6 per cent. to the closing mid-market price of an Ordinary Share of 88.5 pence on 12 March 2020, being the Business Day prior to the announcement of the Fundraising.

Pursuant to the terms of the Placing Agreement finnCap as agent and broker for the Company, has conditionally agreed to use its reasonable endeavours to place the Placing Shares with certain institutional and other investors. The Placing Agreement is conditional upon, amongst other things, the Acquisition Agreement not having lapsed or been terminated and having been completed in accordance with its terms, subject only to Admission, the Resolutions being duly passed at the General Meeting and Admission becoming effective on or before 8:00 a.m. on 31 March 2020 (or such later time and/or date as the Company and finnCap may agree, but in any event by no later than 8.00 a.m. on 15 April 2020).

The Placing Agreement contains warranties from the Company in favour of finnCap in relation to, amongst other things, the accuracy of the information in this document and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify finnCap and their affiliates in relation to certain liabilities they may incur in respect of the Placing. finnCap can terminate the Placing Agreement at any time prior to Admission in certain circumstances, including in the event of a material breach of the warranties given in the Placing Agreement, the failure of the Company to comply with its obligations under the Placing Agreement, the occurrence of a force majeure event which in finnCap's opinion make it inadvisable or impractical to proceed with the Placing, or a material adverse change affecting the financial, operational or legal condition of the Company. If this right is exercised the Placing will not proceed. The Placing is not being underwritten by finnCap.

The Company has agreed to pay certain fees and commissions to finnCap in respect of the Fundraising.

Pursuant to the Subscription Letters, Ian Griffiths, Non-Executive Chairman of the Company, has agreed to subscribe for 25,000 Subscription Shares and Lesley Jackson, Non-Executive Director of the Company, has agreed to subscribe for 62,500 Subscription Shares each at the Placing Price. Details of their subscriptions are set out in paragraph 8 below. The Subscription Letters are each conditional on the Placing Agreement becoming wholly unconditional and not being terminated in accordance with its terms. 

Application will be made for the Placing Shares and the Subscription Shares to be admitted to trading on AIM and it is expected that, subject to the passing of the Resolutions, Admission will become effective and that dealings in the Placing Shares and the Subscription Shares will commence at 8.00 a.m. on 31 March 2020. The Placing Shares and the Subscription Shares will, if and 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.

6. Effect of the Placing and Subscription

Application will be made for the Placing Shares and the Subscription Shares to be admitted to trading on AIM. Conditional upon, inter alia, the passing of the Resolutions, it is expected that Admission will occur on or around 31 March 2020.

Following Admission, the Company's Enlarged Share Capital will comprise 22,113,622 Ordinary Shares, each with voting rights in the Company. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in the interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

The issue of the Placing Shares and the Subscription Shares is conditional, amongst other things, on the passing of the Resolutions at the General Meeting, the Acquisition Agreement not having lapsed or been terminated and having been completed in accordance with its terms, subject only to Admission, and admission of the Placing Shares and the Subscription Shares to trading on AIM.

7. Current trading and financial position

Consistent with the Company's Pre-Close Trading Update announcement of 19 December 2019, the Company expects to report for the year ended 31 December 2019 revenues of approximately £2.9m (unaudited) and adjusted profit before tax (before share based payments, reorganisation cost, FX expense and IFRS16 interest) of approximately £0.231m (unaudited). Net debt (cash and cash equivalents less debt excluding IFRS16 lease debt) at 31 December 2019 was approximately £0.3m (unaudited). The Company is trading in line with market expectations for the 2020 financial year and has recently announced on 24 February 2020 a first production order for IHT for a UK-based designer and manufacturer of electric vehicles.

8. Director participation in the Placing and Subscription

The following Directors have agreed to subscribe for an aggregate of 68,750 Placing Shares pursuant to the Placing and 87,500 Subscription Shares pursuant to the Subscription as set out below.

9. Related Party Transactions

The Directors' aggregate participation in the Fundraising, as set out above, constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. The Company's independent director (being Philip Johnston) considers, having consulted with the Company's nominated adviser, finnCap, that the terms upon which the Directors are participating in the Fundraising are fair and reasonable insofar as the Company's shareholders are concerned.

In addition, Miton Asset Management Limited ("Miton") and Octopus Investment Limited ("Octopus") are substantial shareholders in the Company each holding 10 per cent. or more of the Existing Ordinary Shares of the Company and consequently are considered to be related parties pursuant to Rule 13 of the AIM Rules. Miton and Octopus are subscribing for 187,500 and 3,202,225 Placing Shares in the Placing at the Placing Price, respectively, representing 2.55 and 43.62 per cent. of the total Placing Shares and Subscription Shares, respectively.

The subscriptions by Miton and Octopus constitute related party transactions for the purposes of the AIM Rules. The Directors consider, having consulted with the Company's nominated adviser, finnCap, that the terms upon which Miton and Octopus are participating in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

10. General Meeting

The Directors do not currently have sufficient authority to allot in full the Placing Shares and the Subscription Shares. Accordingly, the Board is seeking the approval of Shareholders to allot the Placing Shares and the Subscription Shares at the General Meeting, together with approval to disapply pre-emption rights in respect of the proposed issue of the Placing Shares and the Subscription Shares.

The Directors believe that there is currently an opportunity to raise funds from a small number of institutional and other investors rather than by offering all Shareholders the opportunity to acquire further shares. The Directors believe that the additional cost and delay incurred in connection with any such offer would not be in the best interests of the Company. Shareholders should be aware that if any of the Resolutions are not passed, the Fundraising and Acquisition will not proceed.

A notice convening the General Meeting, which is to be held at 11:00 a.m. on 30 March 2020 at the offices of the Company at 1 Ashvale, Alexandra Way, Tewkesbury, Gloucestershire GL20 8NB, is set out at the end of this document. A Form of Proxy for use by the Shareholders in connection with the General Meeting is also enclosed. At the General Meeting, the following Resolutions will be proposed:

Resolution 1 is an ordinary resolution and requires a simple majority of those voting to vote in favour of that Resolution. Resolution 2 is a special resolution and will require not less than 75 per cent. of those voting in person or on a poll by proxy to vote in favour of this Resolution.

The authorities to be granted pursuant to Resolution 1 and Resolution 2 shall expire on the date which is 15 months from the date of the Resolutions or if earlier the conclusion of the next annual general meeting of the Company (unless renewed varied or revoked by the Company prior to or on that date).

11. Actions to be taken

Please check that you have received the following with this document:

· a Form of Proxy for use in respect of the General Meeting; and

· a reply-paid envelope for use in connection with the return of the Form of Proxy (in the UK only).

Whether or not you propose to attend the General Meeting in person, you are strongly encouraged to complete, sign and return your Form of Proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received, by post or, during normal business hours only, by hand, to Equiniti by no later than 11:00 a.m. on 26 March 2020 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

If you hold your shares in the Company in uncertificated form (that is, in CREST) you may vote using the CREST Proxy Voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of the General Meeting set out at the end of this document). Proxies submitted via CREST must be received by the Company's agent (Equiniti) by no later than 11:00 a.m. on 26 March 2020 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

Appointing a proxy in accordance with the instructions set out above will enable your vote to be counted at the General Meeting in the event of your absence. The completion and return of the Form of Proxy or the use of the CREST Proxy Voting service will not prevent you from attending and voting at the General Meeting, or any adjournment thereof, in person should you wish to do so.

12. Recommendation

Shareholders should be aware that if any of the Resolutions are not passed, neither the Acquisition nor the Fundraising will proceed.

The Directors believe that the Resolutions to be proposed at the General Meeting are in the best interests of the Company and Shareholders as a whole and unanimously recommend that Shareholders vote in favour of the Resolutions.

The Directors intend to vote in favour of the Resolutions in respect of, in aggregate, 6,787,870 Existing Ordinary Shares, representing approximately 45.95 per cent. of the Existing Ordinary Shares.

Shareholders should take independent advice if they wish to consider the suitability of these risks with regard to their own particular circumstances and investment criteria.

Copies of this document will be available for inspection free of charge at the registered office of the Company and at Gateley plc (at One Eleven Edmund Street, Birmingham, B3 2HJ) during normal business hours on any Business Day from the date of this document up to and including the date of Admission.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

1. Each of the times and dates above are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through a regulatory information service.

2. All of the above times refer to London time unless otherwise stated.

3. The admission and commencement of dealings in the Placing Shares and the Subscription Shares on AIM are conditional on, inter alia, the passing of the Resolutions at the General Meeting.

ISSUE STATISTICS

1. Assuming full issuance of the Placing Shares and the Subscription Shares

DEFINITIONS