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 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.

Terms not otherwise defined herein shall have the meanings given in the section entitled "Definitions" at the end of this Announcement.

TRACKWISE DESIGNS PLC

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

Placing, Subscription and Open Offer

and

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 raised gross proceeds of £11 million by way of the issue of an aggregate of up to 5,500,000 New Ordinary Shares pursuant to a Placing of up to 5,490,000 New Ordinary Shares and a Subscription of 10,000 New Ordinary Shares at an Issue Price of 200 pence per New Ordinary Share.

In addition, the Company proposes to raise up to a further approximately £1 million by the issue of a further up to 502,582 New Ordinary Shares pursuant to an Open Offer to Qualifying Shareholders, also at the Issue Price (the Placing, Subscription and Open Offer, together the "Fundraising").

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

Highlights:

Philip Johnston, CEO of Trackwise, commented: "It has been a transformational 12 months for Trackwise, and the recent major agreement with an Electric Vehicle manufacturer demonstrates the significant traction our Improved Harness Technology™ is gaining in the market.

"We are delighted by the support shown by new and existing investors, providing us with the means to deliver against our growing pipeline of revenue opportunities across our primary target markets of EV, Medical and Aerospace, thereby maximising our long-term growth."

Circular and General Meeting

A Circular to Shareholders in respect of the Placing, Subscription and the Open Offer is expected to be posted to shareholders later today giving notice of a General Meeting of the Company. The General Meeting will be run as a closed meeting and only essential personnel from the Company will attend. The meeting will be held on 9 December 2020 at 10:00 a.m. at the offices of the Trackwise at 1 Ashvale, Alexandra Way, Tewkesbury GL20 8N. A copy of the Circular will later today be available on the Company's website www.trackwise.co.uk. 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 31.09 per cent. of the Company's current issued share capital as at the date of this announcement.

Further information on the Fundraising, including the Open Offer, is set out below. This announcement should be read in its entirety.

Enquiries:

Notes to editors

Trackwise is a UK-based manufacturer of specialist products using printed circuit technology.

The full suite includes: Improved Harness Technology™ ("IHT") and Advanced PCBs - Microwave and Radio Frequency ("RF"), Short Flex, Flex Rigid and Rigid Multilayer products.

IHT uses a proprietary, patented process that Trackwise has developed to manufacture multilayer flexible printed circuits of unlimited length. While the technology has many applications, the directors expect that one of its primary uses will be to replace traditional wire harness in a variety of industries.

The Company manufactures on two sites, located in Tewkesbury and Stevenage (following the acquisition of Stevenage Circuits Ltd in April 2020). It serves customers in Europe and North America.

Trackwise Designs plc was admitted to trading on AIM in 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.

The following text has been taken from the Circular to be sent to Shareholders.

LETTER FROM THE CHAIRMAN

1. Introduction

The Company announced on 20 November 2020 that it had conditionally raised £11 million (before expenses) by the issue of up to 5,490,000 New Ordinary Shares pursuant to the Placing and the Subscription of a total of up to 10,000 New Ordinary Shares at 200 pence per share (the "Issue Price"). In addition the Company announced an Open Offer providing an opportunity for Qualifying Shareholders, to raise gross proceeds of approximately £1 million by the issue of up to 502,582 New Ordinary Shares also at the Issue Price. The Issue Price represents a discount of approximately 7.9 per cent. to the volume weighted average price of 217.17 pence per Ordinary Share for the period of 18 September 2020 to 19 November 2020, being the period the Company recently announced a new manufacturing agreement with an electric vehicle OEM through to 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. If the Resolutions are passed, the New Ordinary Shares are expected to be allotted immediately after the General Meeting, conditional on Admission, which is expected to occur at 8.00 a.m. on 10 December 2020. Should Shareholder approval not be obtained at the General Meeting, neither the Placing, the Subscription nor the Open Offer will proceed. Neither the Placing, the Subscription nor the Open Offer has been underwritten.

The purpose of this letter is to outline the reasons for the Fundraising, details of the Open Offer 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 unanimously 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 31.09 per cent. of the Existing Ordinary Shares.

2. Background to and reasons for the Fundraising

The business was acquired by the Company which was previously called Bremhold Limited, and was incorporated in 2000, but the Trackwise business has been trading since 1989 and was historically a provider of large antennae for the mobile phone industry. It began the development for the manufacture of unlimited length multiple layer flexible PCBs ("IHT") in 2012; the process patent for which was granted in 2014.

Patents have since been granted in the United Kingdom, the United States of America, Canada, the European Union and China with an impending grant expected from Brazil.

IHT is a disruptive process technology that enables the replacement of wire and wire harness in a wide variety of applications where wire is used. Its key benefits, which are built on the longstanding and well known benefits of flexible PCBs of short length, is that it can reduce weight by up to 75 per cent. when replacing incumbent technology, improve precision, reliability and performance and the ability to support distributed electronics or 'smart harness'. IHT is positioned to satisfy the demand for lighter, smaller and more functional connectivity across a range of applications in the electric vehicles ("EV"), aerospace, medical devices, defence, industrial and telecoms industries.

The Company financed the development of the technology using the retained profits of its traditional antenna business as well as debt finance during the period up to 2018. The Company's shares became quoted on the London Stock Exchange AIM market by way of IPO, raising £5.5 million of new money.

The funding provided at the time of IPO enabled the development of the capacity and capability to manufacture IHT and since then the Company has enabled the roll-to-roll manufacture of IHT such that it is now in a position to begin larger scale production of IHT for a range of customers.

In September 2020 the Company was able to announce the culmination of 2 years development work with an EV OEM for the supply of flexible battery harnesses made using the technology and know-how developed by the business for its IHT product. This contract has the potential to generate revenues of up to £38 million over the next 3 financial years. The contract includes material compensation payments from the EV OEM if minimum order volumes are not placed. An initial £0.6 million order was announced in February 2020 and the contract has the potential for revenue of up to £5 million in 2021.

Earlier in 2020, the Company had acquired Stevenage Circuits Limited (CRN: 01059497) to enable it to transfer its traditional antenna business to Stevenage thereby: retaining the antenna component of the business, increasing the solid base of the advanced printed circuit board (APCB) business, whilst at the same time freeing up production capacity at its principal IHT site in Tewkesbury to meet the first wave of the series production for the EV OEM.

However, it is clear that the demand from the EV OEM will in time outstrip the capacity that the Company has in Tewkesbury and with growing interest from medical appliance customers, aerospace and other industrial users, this necessitates further production capacity to be enabled to meet the demand foreseen.

The Company has identified a new leasehold site near Gloucester, UK for the purposes of meeting this additional demand and the Fundraising has been sought to meet not only the cost of the laying down of the factory: plant and machinery capital expenditure and fit out costs, but also further growth working capital. The Company sets out herein, an Open Offer for Qualifying Shareholders to subscribe for Ordinary Shares at the Issue Price to enable non-institutional shareholders to participate as they may wish.

3. Use of proceeds

The Company is proposing to raise gross proceeds of approximately £12 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 increase IHT manufacturing capacity, triggered by the recent EV contract win, future anticipated IHT demand and emerging Medical and Aerospace market opportunities. In addition, proceeds of the Fundraising will provide additional growth working capital.

4. Information on the Fundraising and terms of the Placing Agreement

The Company proposes to raise approximately £11 million (before expenses) through the issue of the Placing Shares at the Issue Price. The Issue Price represents a discount of approximately 7.9 per cent. to the volume weighted average price of 217.17 pence per Ordinary Share for the period of 18 September 2020 to 19 November 2020, being the period the Company recently announced a new manufacturing agreement with an EV OEM through to the Business Day prior to the announcement of the Fundraising. The Issue Price represents a discount of 45.2 per cent. to the closing mid-market price of an Ordinary Share of 365 pence on 19 November 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 Resolutions being duly passed at the General Meeting and Admission becoming effective on or before 8.00 a.m. on 10 December 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 8 January 2021).

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.

Application will be made for the Placing 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 will commence at 8.00 a.m. on 10 December 2020. The Placing 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.

5. Effect of the Placing, Subscription and Open Offer

Application will be made for the Placing Shares, the Subscription Shares and the Open Offer 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 8.00 a.m. on 10 December 2020.

Following Admission, the Company's Enlarged Share Capital will comprise 28,116,204 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 is conditional, amongst other things, on the passing of the Resolutions at the General Meeting and admission of the Placing Shares to trading on AIM.

6. Current trading and financial position

The Company has a 31 December financial year end and acquired Stevenage Circuits Limited ("SCL") on 1 April 2020. For the ten months to 31 October 2020 the Company (including a seven month contribution from SCL) has achieved:

· Total revenue of approximately £4.84 million (unaudited) (year to 31 Dec 2019: £2.91 million)

· IHT revenue of £0.45 million (unaudited) (year to 31 Dec 2019: £0.94 million)

· Adjusted* EBITDA of £0.60 million (unaudited earnings before interest, tax, depreciation and amortisation) (year to 31 Dec 2019: £0.57 million)

· Adjusted* loss before tax of £0.37 million (unaudited) (year to 31 Dec 2019: profit of £0.23 million)

· Reported profit after tax of £0.97 million (unaudited, which benefits from the £1.545 million negative goodwill (credit) arising on the acquisition of SCL) (year to 31 Dec 2019: loss of £0.05 million)

*Before share based payments, acquisition expenses, and excluding the negative goodwill (credit) arising on the acquisition of SCL. 2019 also excluded £28k severance and £57k Brexit protection exchange loss

Net debt (cash and cash equivalents less plant and machinery asset financing debt; excludes IFRS16 lease debt) at 31 October 2020 was approximately £0.11 million (unaudited). Whilst the Company's order book and opportunities for IHT are at record levels, sales of IHT & Advanced PCBs products have been impacted in 2020 by the ongoing COVID-19 pandemic. The Company has an IHT & Advanced PCBs orderbook of approximately £2.24 million (unaudited). The Company's 2021 financial year is expected to see an uplift in revenues benefiting from the EV OEM contract announced in September 2020 referred to above which is expected to see sales to this customer reach full rate in the fourth quarter of 2021, and benefiting from the first full year of ownership of Stevenage Circuits Limited.

7. Director participation in the Placing, Subscription and Open Offer

The following Directors have agreed to subscribe for an aggregate of 20,000 Placing Shares and 5,000 Subscription Shares as set out below.

* Assuming the Open Offer is fully taken up.

8. Related Party Transaction

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 directors (being Ian Griffiths and Philip Johnston) consider, 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.

9. General Meeting

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

Shareholders should be aware that if any of the Resolutions are not passed, the Fundraising will not proceed. A notice convening the General Meeting, which is to be held at 10.00 a.m. on 9 December 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.

The General Meeting will be run as a closed meeting and only essential personnel from the Company will attend.

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 1. 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 2.

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).

10. Open Offer

In order to provide Shareholders with an opportunity to participate, the Company is inviting all Qualifying Shareholders to subscribe at the Issue Price for an aggregate of 502,582 Open Offer Shares at the Issue Price. This allows those Shareholders to participate on a pre-emptive basis whilst providing additional capital for the Company. Any Placees who are existing Shareholders of the Company will not be entitled to take part in the Open Offer.

Qualifying Shareholders are being given the opportunity to apply for additional Open Offer Shares in excess of their pro rata entitlements to the extent that other Qualifying Shareholders do not take their entitlements up in full. The Open Offer Shares have not been placed subject to clawback and have not been underwritten.

The latest time for application under the Open Offer to be received is be 11.00 a.m. on 8 December 2020. The procedure for application and payment depends on whether, at the time at which application and payment is made, you have an Application Form in respect of your Open Offer Entitlements or have Open Offer Entitlements credited to your stock account in CREST in respect of such entitlement. Further details of the Open Offer are set out in Part II of this document.

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).

In light of the prevailing guidance from the UK Government in relation to the Covid-19 outbreak and specifically the restrictions on unnecessary travel and large gatherings, the General Meeting will be convened with the minimum quorum of Shareholders (which will be facilitated by the Company's management) in order to conduct the business of the meeting. The General Meeting will thus be a closed meeting with Shareholders not permitted to attend in person. Instead of attending the General Meeting, we urge Shareholders to vote by proxy on the Resolutions as early as possible. Given the restrictions on attendance, the Board strongly recommends that Shareholders appoint the Chair of the General Meeting as their proxy (and not any named individual as they will not be able to attend the meeting). In the interests of safety, any proxy who is not the Chair of the General Meeting or any Shareholder attending the General Meeting in person (other than those required for a quorum to exist) will be denied access to the General Meeting. The Company will continue to closely monitor the developing impact of Covid-19, including the latest UK Government guidance. Should it become appropriate to revise the current arrangements for the General Meeting, any such changes will be notified to Shareholders through our website at www.trackwisedesigns.co.uk and, where appropriate, by announcement made by the Company to a Regulatory Information Service.

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, by no later than 10.00 a.m. on 7 December 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 7 December 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. The action to be taken by Qualifying Shareholders in connection with the Open Offer is set out in Part II of this document.

If you are in any doubt as to what action you should take, you should immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

12. Recommendation

Shareholders should be aware that if any of the Resolutions are not passed, the Fundraising will not 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, 6,874,049 Existing Ordinary Shares, representing approximately 31.09 per cent. of the Existing Ordinary Shares.

Yours faithfully

Ian Griffiths

Chairman

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

ISSUE STATISTICS

Notes:

*Assuming the Open Offer is taken up in full

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise: