REG - Microsaic Systems - Acquisition & Fundraise Update, Revised Timetable

Microsaic SystemsAnnouncement

22/12/2023 13:30

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RNS Number : 8319X  Microsaic Systems plc  22 December 2023

22 December 2023

Microsaic Systems plc

("Microsaic" or the "Company")

 

Acquisition and Fundraising Update,

Revised Date for GM and Timetable

 

Capitalised terms in this announcement carry the same meaning as in the
Circular

or subsequent announcements, unless the context indicates otherwise

 

Further to the Company's prior announcement on 20 December 2023, Microsaic
provides an update on the prospective Acquisition, Revised Fundraising,
General Meeting and other key matters, as well as an updated indicative
timetable of principal events.

 

Prospective Acquisition

 

As previously announced, the Company has entered into an Exclusivity Period
with DeepVerge in respect of the potential purchase of certain assets of the
Modern Water business previously operated by DeepVerge. Due diligence in
respect of this acquisition is in progress, with the relevant sale and
purchase agreement (the "Acquisition Agreement") now under negotiation.

 

Whilst there is no guarantee that the Company will enter into the Acquisition
Agreement, or that the outline terms indicated in the Proposal will be those
on which a binding agreement is signed, the parties are negotiating in good
faith on that basis and anticipate being able to enter into the Acquisition
Agreement by early January 2024, subject to customary completion matters.

 

The Microsaic Directors consider that following a restart of the manufacture
of reagents for the water testing business by a technical team being retained,
the Acquisition has the potential to improve the financial performance of
Microsaic in the short term, and provide additional potential growth
opportunities in the short to medium term. Further information regarding the
Acquisition will be included in a subsequent announcement.

 

Revised Fundraising

 

The Company has engaged Turner Pope Investments ("TPI") as placing agent to
arrange the Revised Fundraising, which is now targeting minimum gross proceeds
of £1.0 million to support the working capital needs of Microsaic as enlarged
by the acquired business, as well as to fund the consideration for the
Acquisition. The Revised Fundraising is expected to involve the issue of
shares via a non pre-emptive placing. As previously indicated, the expected
placing price will represent a substantial discount to the closing price of
Microsaic shares prior to their suspension, after taking into account the
effects of the Share Capital Reorganisation. The Directors recognise that the
Revised Fundraising will therefore result in a very significant level of
dilution for the Company's existing Shareholders, as only limited value is
being ascribed to the Company prior to the effects of the Revised Fundraising
and the Acquisition. It remains the Directors' opinion that this dilution is
materially preferable to Shareholders and other stakeholders compared to
Cancellation from admission to trading on AIM or the potential liquidation of
the Company.

 

Market sounding discussions have progressed well and TPI has to date received
positive indications from investors for participation in excess of the minimum
target for the Revised Fundraising, for which it will seek binding commitments
from prospective placees. A further announcement will be made in this regard.
Such commitments will remain conditional, inter alia, upon the passing of the
resolutions being put at the General Meeting, the Company entering into the
binding Acquisition Agreement with DeepVerge prior to seeking restoration of
its shares to trading on AIM ("Restoration") and the admission of new shares
to be issued in connection with the Revised Fundraising.

 

General Meeting

 

The Company previously announced the adjournment of the General Meeting to on
or around 27 December 2023. In order to provide shareholders with sufficient
time and information to make an informed decision at the General Meeting, the
Company now confirms that General Meeting will be held at 9.30 a.m. on 29
December 2023 at the offices of TPI at 8 Frederick's Place, London, EC2R 8AB.
Further information regarding voting matters is provided for Shareholders
below.

 

The Directors' unanimous recommendation for Shareholders to vote in favour of
the Resolutions is unchanged from that included in the Circular.

 

Resolution 6 in relation to Cancellation is being withdrawn. In the event that
Company does not secure binding commitments in respect of the Revised
Fundraising or the resolutions being put to the General Meeting in connection
with the Revised Fundraising are not passed, of if for any other reason the
Revised Fundraising and Acquisition do not proceed, Cancellation will become
effective at 7.00 a.m. on 4 January 2023, being the first business day after
the expiry of the six-month period from the date the Company's shares were
first suspended from trading on AIM.

 

An announcement will be made via a Regulatory Information Service following
the General Meeting, to confirm the status of the Resolutions and to reconfirm
the expected timetable of principal events.

 

Share Capital Reorganisation

 

Given the revised date and time of the General Meeting, it is now expected
that the record date for the Share Consolidation and Sub-division shall be
6.00 p.m. (together) on 29 December 2023 (the day of the General Meeting).

 

The expected time and date for CREST to be credited with New Ordinary Shares
held in uncertificated form (where applicable) is therefore on or around 2
January 2024.

 

Annual Report & Interim Results

 

Completion of the Revised Fundraising continues to remain conditional upon,
inter alia, the publication of both the Annual Report and the Interim Results,
in order to be compliant with the requirements of the AIM Rules for Companies
in terms of financial reporting. The Company confirms that the Annual Report
& Interim Results will be published after it has entered into a binding
agreement in respect of the Acquisition, subject to the passing of the
relevant resolutions at the General Meeting.

 

Restoration of the Company's Shares to Trading on AIM

 

Subject to the passing at the General Meeting of the resolutions required to
implement the Revised Fundraising, sufficient binding commitments having been
obtained in support of the Revised Fundraising, the entry into the Acquisition
Agreement, and the prior publication of the Annual Report and the Interim
Results (expected after 5.00 p.m.), Restoration is expected to occur at 7.30
a.m. on the next business day. Restoration remains subject to the Company's
nominated adviser being satisfied as to the Company's shares to be admitted to
AIM on an ongoing basis. The New Ordinary Shares to be issued pursuant to the
Revised Fundraising are expected to be admitted to trading at 8.00 a.m. on the
same day as restoration.

 

There are no guarantees that the above events will occur or that the
conditions for restoration will be met. If any of the above conditions are not
met, Cancellation is currently expected to take place with effect from 7.00
a.m. on 4 January 2024.

 

Information for Shareholders:

Shareholders are advised to read the Circular in full and subsequent
regulatory announcements to inform themselves as to the business of the
General Meeting and the Company's plans including the Acquisition.
Shareholders wishing to revoke an existing voting instruction (which otherwise
remain valid) should follow the process described in the Notice.  The
helpline number given in the notes to the Notice remains available to
Shareholders and may be used to request a fresh proxy voting form if the
original has already been used and the previous instruction revoked.

Shareholders are advised that the latest time for receipt of Forms of Proxy in
respect of the General Meeting, now taking place at 9.30 a.m. on 29 December
2023, is now 9.30 a.m. on 27 December 2023.

Further updates will be provided as appropriate.

 

Revised Indicative Timetable of Principal Events

 Event                                                                            Time and/or date ⁽¹⁾ ⁽²⁾

 General Meeting                                                                  9.30 a.m. on

 29 December 2023

 Announcement of the results of the General Meeting                               29 December 2023

 Record date for the Share Consolidation and Sub-division                         6.00 p.m. on

29 December 2023

 Expected date for CREST accounts to be credited with New Ordinary Shares held    On or around
 in uncertificated form (where applicable)
2 January 2024

 Indicative date for the announcement of the signing of the Acquisition           Prior to 3.30 p.m.
 Agreement
on 2 January 2024

 Expected date for publication of Annual Report                                   After 5.00 p.m.

and Interim Results
on 2 January 2024

 Restoration of New Ordinary Shares to trading on AIM ⁽³⁾ ⁽⁴⁾                     7.30 a.m.

on 3 January 2024

 Admission of the shares pursuant to the Revised Fundraising to trading on AIM    8.00 a.m. on
 ⁽³⁾ ⁽⁴⁾
3 January 2024

 Cancellation of admission to trading on AIM                                      7.00 a.m. on

(only in the event that the prior steps required for Restoration or Admission
4 January 2024
 of the New Ordinary Shares pursuant to the Revised Fundraising does not occur)

 Latest date for share certificates over                                          Within 10 days of

New Ordinary Shares to be dispatched
Restoration and

(where applicable)
 Admission

Notes:

⁽¹⁾ All of the times referred to in this announcement refer to London
time, unless otherwise stated.

⁽²⁾ Each of the forward-looking times and dates in the above timetable is
subject to change. If any of the above times and/or dates change, the revised
times and dates will be notified to shareholders by way of a regulatory
announcement.

⁽³⁾ Each of the events in the above timetable following the General
Meeting is conditional on the passing at the General Meeting of the relevant
Resolutions.

⁽⁴⁾ Subject inter alia to the publication of the Annual Report and the
Interim Results

 

 

This announcement contains inside information as stipulated under the UK
version of the Market Abuse Regulation No 596/2014 which is part of English
Law by virtue of the European (Withdrawal) Act 2018, as amended. On
publication of this announcement via a Regulatory Information Service, this
information is considered to be in the public domain.

 

Enquiries:

Microsaic Systems
plc
+44 (0)1483 751 577

Bob Moore, Acting Executive Chairman

 

Singer Capital Markets (Nominated
Adviser)
+44 (0)20 7496 3000

Aubrey Powell / Angus Campbell / Oliver Platts

 

Turner Pope Investments (TPI) Limited
(Broker)
+44 (0) 20 3657 0050

Andy Thacker / James Pope

 

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