REG - Microsaic Systems - Update on Financing, GM & Prospective Acquisition

Microsaic SystemsAnnouncement

14/12/2023 07:15

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RNS Number : 7198W  Microsaic Systems plc  14 December 2023

14 December 2023

Microsaic Systems plc

("Microsaic" or the "Company")

 

Update on Financing and General Meeting

Prospective Acquisition

 

Capitalised terms in this announcement carry the same meaning as in the RNS
dated 4 December 2023 unless the context indicates otherwise

Further to the Company's announcement on 4 December 2023 regarding the
publication of the Circular to convene the General Meeting to approve
resolutions to enable the Company, inter alia, to complete the Fundraising,
Microsaic provides the following update:

The Company has been evaluating a prospective acquisition opportunity (the
"Acquisition") which, in the Directors' view, has considerable merit and would
enhance the prospects for the enlarged group. The Acquisition opportunity is
expected to support a larger fundraising to facilitate the continuation and
initial subsequent growth of the enlarged group (the "Revised Fundraising").
The Company expects to provide a further update in the coming days, to enable
Shareholders to understand the effects of the Acquisition on the Company and
the prospects for the enlarged group, and also to update the expected
timetable of principal events described in the Circular (which may include a
deferral of the date by which Admission of the Fundraising Shares has to
become effective).

Recognising that Shareholders must be provided with all information necessary
to allow members to make a properly informed decision when considering voting
resolutions, the Company proposes to open the General Meeting and then
immediately adjourn it to on or around 27 December 2023, noting that no
business shall be dealt with at such adjourned meeting, the general nature of
which was not stated in the notice of the original General Meeting. The
Company has realised a small amount of cash to enable it to extend its cash
runway through December, and will continue to target completion of the Revised
Fundraising (at a higher minimum than defined in the Circular) and completion
of the Acquisition on or around the end of this calendar year.

Additional information on the Acquisition and the Revised Fundraising will be
provided in a further announcement expected in the coming days. At this time
there is no guarantee that the Acquisition will be completed, but the Company
will seek to a period of exclusivity to enable it to secure commitments for
the Revised Fundraising. The net proceeds of the  Revised Fundraising will
support the working capital needs of the enlarged group as well as the
consideration for the Acquisition, which would be structured as an asset
purchase.  During such period of exclusivity, the Company would seek to
conclude due diligence on the Acquisition and negotiate terms of an Asset
Purchase Agreement, before seeking restoration of admission to trading on AIM
and completion of both the Revised Fundraising and the Acquisition, subject
still to the conditions outlined in the Circular as well as other customary
completion items for an asset purchase. An alternative resolution for
Cancellation is still likely to be put to the General Meeting in case the
Fundraising or the Revised Fundraising and Acquisition do not complete.

 

Information for Shareholders:

Shareholders wishing to revoke an existing voting instruction 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.

 

 Enquiries:
 Microsaic Systems plc                  +44 (0)1483 751 577

 Bob Moore

Executive Chairman
 Singer Capital Markets                 +44 (0)20 7496 3000

(Nominated Adviser)
 Aubrey Powell / Angus Campbell

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

 (Broker)

 Andy Thacker / James Pope

 

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