REG - Sondrel (Holdings) - Posting of Circular and Notice of General Meeting

Sondrel (Holdings)Announcement

11/03/2024 07:00

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RNS Number : 2480G  Sondrel (Holdings) plc  11 March 2024

11 March 2024

 

Sondrel (Holdings) plc

 

("Sondrel", the "Company" and together with its subsidiaries the "Group")

 

Posting of Circular and Notice of General Meeting

 

Sondrel (AIM: SND), a leading provider of ultra-complex chips for leading
global technology brands, confirms that, further to the announcement on 6
March 2024 (RNS Number: 7221F) (the "Previous Announcement"), a circular
containing a notice of general meeting (the "Circular") was despatched to
shareholders on 8 March 2024.

 

A copy of the Circular and the notice of general meeting (the "GM Notice") is
available on the Company's website at
https://ir.sondrel.com/investors/shareholder-information#notices
(https://ir.sondrel.com/investors/shareholder-information#notices) . The
general meeting will be held at 11:00 a.m. on 25 March 2024 at Sondrel House
Theale Lakes Business Park, Moulden Way, Sulhamstead, Reading, RG7 4GB (the
"General Meeting").

 

Background to, and reasons for, the General Meeting

 

As announced on 6 March 2024, Sondrel has entered into a £874,600 (the
"Loan") secured 15% convertible loan agreement (the "Convertible Loan
Agreement") with ROX Equity Partners Limited ("ROX"). The principal amount of
the Loan (excluding any interest accrued or compounded) is convertible into
ordinary shares of £0.001 each in the capital of the Company ("Ordinary
Shares") at the discretion of ROX or, if earlier, automatically on completion
of the equity fundraising proposed to be carried out by the Company (the
"Proposed Fundraise") (such Proposed Fundraise being subject, inter alia, to
obtaining any applicable regulatory approvals as detailed in the Previous
Announcement (the "Regulatory Approvals")) to raise gross proceeds of at least
£6.5 million from ROX and existing shareholders of the Company at a price of
not less than 10 pence per new Ordinary Share as envisaged by the Exclusivity
Agreement (as defined below). The Convertible Loan Agreement was entered into
using the Company's existing allotment authorities granted at the annual
general meeting of the Company held on 27 June 2023.

 

The Company has also entered into an exclusivity agreement with ROX
("Exclusivity Agreement"), granting ROX the right to participate, alongside
existing shareholders, in the Proposed Fundraise ("Potential Investment"). The
level of the Potential Investment is subject, inter alia, to obtaining the
Regulatory Approvals.

 

Due to the need to obtain the Regulatory Approvals, it is not anticipated that
the conditions to the Potential Investment will be satisfied prior to the end
of March 2024. ROX has therefore agreed, subject to a number of conditions, to
enter into further convertible loan(s) with the Company on similar terms to
the Loan ("Further Convertible Loans") in order to assist in meeting further
working capital requirements of the Group in March 2024 and beyond (until
completion of the Proposed Fundraise).

 

The Board is therefore asking shareholders to grant allotment authorities at
the General Meeting ("Allotment Authorities") sufficient to allow the Company
to implement any Further Convertible Loans and also carry out the Proposed
Fundraise. In the event that ROX does not, for any reason, proceed with the
Potential Investment and the Exclusivity Agreement is terminated, the
Allotment Authorities will maximise the Company's ability to seek the funding
it requires to meet its working capital requirements in March 2024 and going
forwards from alternative sources as quickly as possible.

A hard copy form of proxy for the General Meeting ("Form of Proxy") has not
been posted to shareholders. Instead and as detailed in the Circular,
shareholders will be able to (i) vote electronically by accessing the
shareholder portal at www.signalshares.com (http://www.signalshares.com) ,
(ii) may submit their vote electronically via LinkVote+ com ("LinkVote+"),
(iii) in the case of shareholders who hold their existing shares in
uncertificated form in CREST, use the CREST proxy voting service in accordance
with the procedures set out in the CREST Manual or (iv) in the case of
shareholders who are institutional investors, appoint a proxy electronically
via the Proxymity platform (www.proxymity.io), a process which has been agreed
by the Company and approved by the Company's registrars, Link Group.
Furthermore, and as detailed in the Circular, a shareholder may request a hard
copy proxy form directly from the Company's registrars, Link Group, by
emailing shareholderenquiries@linkgroup.co.uk
(mailto:shareholderenquiries@linkgroup.co.uk) , calling on 0371 664 0300, or
by post at Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL.

Appointment of a proxy electronically via www.signalshares.com, LinkVote+,
Proxymity platform or the CREST proxy voting service or via completion of a
hard copy Form of Proxy must be completed as soon as possible and in any event
no later than 11:00 a.m. on 21 March 2024 (or, in the case of an adjournment
of the General Meeting, not less than 48 hours before the time fixed for the
holding of the adjourned General Meeting (at the discretion of the directors,
excluding any part of a day that is not a working day).

The directors unanimously recommend that all shareholders vote in favour of
the resolutions set out in the GM Notice at the General Meeting as they intend
to do, or procure to be done, in respect of their own beneficial
shareholdings, being, in aggregate, 40,390,736 Ordinary Shares, representing
approximately 46.18 per cent. of the existing Ordinary Shares in issue in the
capital of the Company.

 

A further general meeting of the Company will be required in order for
shareholders to approve the Potential Investment by ROX if it would involve
ROX acquiring an interest in Ordinary Shares which (taken together with any
Ordinary Shares in which any person acting in concert with ROX is interested)
carries 30% or more of the voting rights of the Company. Should a Rule 9
Waiver (as detailed in the Previous Announcement) be required, and the
Takeover Panel permits, a further circular including, inter alia, a notice of
general meeting ("Rule 9 Waiver Circular") will be sent to shareholders prior
to completion of the Proposed Fundraise to obtain shareholder approval and the
Proposed Fundraise will be conditional on that approval being obtained. The
Circular is not a Rule 9 Waiver Circular.

 

 

 Sondrel (Holdings) plc                                        Via Buchanan
 Graham Curren, CEO                                            Tel: +44 (0) 20 7466 5000
 Nick Stone, Interim CFO

 Cavendish Capital Markets Limited                             Tel: +44 (0) 20 7220 0500
 Ben Jeynes / Katy Birkin / George Lawson - Corporate Finance
 Michael Johnson - Sales

 Buchanan Communications                                       Tel: +44 (0) 20 7466 5000
 Chris Lane / Stephanie Whitmore / Abby Gilchrist              sondrel@buchanan.uk.com (mailto:sondrel@buchanan.uk.com)

 

About Sondrel

Sondrel is a UK-based fabless semiconductor company specialising in high end,
complex digital Application Specific Integrated Circuits (ASICs) and System on
Chips (SOCs). It provides a full turnkey service in the design, prototyping,
testing, packaging and production of ASICs and SoCs.

 

The Company is one of only a few companies capable of designing and supplying
the higher-spec chips built on the most advanced semiconductor technologies,
selling into a range of hyper growth end markets such as high-performance
computing, automotive, artificial intelligence, VR/AR, video analytics, image
processing, mobile networking and data centres.  Sondrel designs have enabled
products by leading technology brands including Apple (iPhone), Sony
(PlayStation), Meta's (Oculus), Samsung, Google and Sony smartphones, JVC
(prosumer camcorders), Tesla and Mercedes-Benz cars.

 

Sondrel is well-established, with a 20-year track record of successful
delivery, supported by long standing ecosystem partnerships including Arm,
TSMC and Samsung. Headquartered in the UK, Sondrel has a global presence with
offices in UK, USA, China, India and Morocco.

 

For more information please visit: ir.sondrel.com (https://ir.sondrel.com/) .

 

 

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