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REG - Trackwise Designs - Board Changes

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RNS Number : 0123M  Trackwise Designs PLC  09 January 2023

TRACKWISE DESIGNS PLC

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

 

Board Changes

 

The Board of Trackwise Designs plc (AIM: TWD), a leading manufacturer of
specialist products using printed circuit technology, is pleased to confirm,
following the General Meeting to approve the Fundraising, held on Friday 6
January 2023, the appointment of Andrew Lapping and Chris Pennison to the
Board of the Company, as Non-Executive Chairman and Non-Executive Director
respectively, with effect from 8:00 a.m. on 9 January 2023.

 

As announced on 14 December 2022, and included in the Circular to Shareholders
dated 15 December 2022, in order to maintain Board numbers and also to control
the cost base, Susan McErlain and Ian Griffiths will step down from the Board
at the same time. Charles Cattaneo intends to step down from the Board at the
end of January 2023. Given the forthcoming departure of Charles Cattaneo, the
Company is commencing a recruitment process for an additional new
non-executive director.

 

Andrew Lapping, incoming Chairman of Trackwise, commented:

 

"Today marks a fresh start for the Group after a very tough recent period.

 

I am delighted to take on the challenge of helping to lead Trackwise with my
former Hyperdrive CEO Chris Pennison as we join the Trackwise Board. We bring
industry experience to the Group with a track record of transitioning smart
technology into a commercially viable and successful product.

 

Prior to our participation in the Fundraising, Chris and I undertook
significant referencing of the sales pipeline and the core technology. As a
result, we believe there is significant potential for Trackwise and its IHT
technology in the EV market.

 

Whilst I recognise that the Fundraising has been difficult for existing
shareholders, I would urge all to get behind us as we look to exploit the
Company's world-class IP and production facilities.

 

I want to close by reassuring all stakeholders that Trackwise has enormous
potential but to realise its true value, we have to think and act smart in a
very dynamic and rapidly expanding market."

 

 

Definitions

All capitalised terms used in this announcement and not otherwise defined
shall have the meanings given to them in the Circular.

 

Enquiries

 

 Trackwise Designs plc                                  +44 (0)1684 299 930
 Philip Johnston, CEO                                   www.trackwise.co.uk (http://www.trackwise.co.uk/)
 Paul Cook, CFO

 finnCap Ltd                                            +44 (0)20 7220 0500
 NOMAD and Broker
 Ed Frisby/Fergus Sullivan - Corporate Finance

 Andrew Burdis/Barney Hayward - ECM

 Alma PR                                                +44 (0)20 3405 0205
 Financial PR and IR
 David Ison/Caroline Forde/Josh Royston/Kieran Breheny

 

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 harnesses in a variety of
industries.

 

The Company operates from three sites, located in Tewkesbury, Stonehouse and
Stevenage. 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
(http://www.trackwise.co.uk/)

 

 

Regulatory disclosures

INFORMATION REQUIRED UNDER RULE 17 AND SCHEDULE 2, PARAGRAPH (G) OF THE AIM
RULES FOR COMPANIES ("AIM RULES")

 Full name:                    Andrew Christopher Lapping
 Age:                          59
 Shareholding in the Company:  Andrew Lapping, and Chris Pennison, represent a number of underlying new
                               investors who, including Andrew and Chris, have acquired in the Placing a
                               total of 130,000,000 New Ordinary Shares, via Hamilton Capital Partners LLP;
                               included within this number is Andrew's beneficial interest in 7,500,000 New
                               Ordinary Shares. On Admission, the aggregate of these New Ordinary Shares will
                               represent approximately 25.3 per cent. of the Company's enlarged issued share
                               capital. In addition, on Admission, all those investing in the Fundraising
                               will hold Warrants to subscribe for 1 additional Ordinary Share for each
                               Warrant held in the ratio of 1 Warrant for every 2 New Ordinary Shares issued
                               to those subscribers. Andrew's beneficial interest in Warrants will be
                               3,750,000 Warrants, held via Hamilton Capital Partners LLP. Andrew is a LLP
                               Designated Member of Hamilton Capital Partners LLP.
 Current directorships and/or partnerships:                 Historic directorships and/or partnerships (within the last five years):
 24 Camphill Avenue LLP                                     B L Developments Limited

 Exchangelaw (No229) Limited                                Bamburgh First Property LLP

 Fibre Broadband Company Ltd                                BDL Select Hotels Limited

 Gemini Print Southern Limited                              BDL Select Operations Limited

 Gemini Print UK Limited                                    Blackford Media LLP

 Glasgow Renovation Homes (No.2) LLP                        Brookfields Park Syndicate LLP

 Glasgow Renovation Homes LLP                               Crosshill Developments LLP

 Glasgow Renovation Homes No.3 LLP                          Davidsons Mains Investments LLP

 Hamilton Capital Partners LLP                              Duckhouse Gallery Limited

 HCP HASI LLP                                               Glasgow South Orbital (Hamilton) Limited

 HCP High Yield Carried Interest No3 LLP                    Grace Darling Holidays Limited

 HCP High Yield No3 Limited                                 GSO Hamilton Cip Limited

 Hindley Capital Ltd                                        Hamcap Redheughs LLP

 Hindley Circuits Limited                                   Hamilton Hindley Properties Ltd

 Hindley Edinburgh Limited                                  Hamilton Road Developments LLP

 Hindley Prospect Hill Limited                              Hamilton Springburn Ltd

 Hindley Residential Lettings Ltd                           Hamiltongold LLP

 Keepers Cottage LLP                                        HCP 1 (Glasgow 2) Limited

 Northern Edge Limited                                      HCP 1 (Glasgow) Limited

 Solway Capital Investments Plc                             HCP Carried Interest LLP

 The Hamilton Portfolio (Care Homes) Limited                HCP Carried Interest No 2 LLP

 The Hamilton Portfolio Partnership LLP                     HCP Durham 2 Ltd

 Yellowfin Limited                                          HCP Durham Ltd

                                                            HCP General Partner Limited

                                                            HCP General Partner No 2 Limited

                                                            HCP High Yield No2 LLP

                                                            HCP High Yield No3.5 Limited

                                                            HCP Redheughs LLP

                                                            Hindley Cedar (Glasgow) Homes LLP

                                                            Hindley Cedar Homes Limited

                                                            Hindley Cedar Property LLP

                                                            Hindley Communications Ltd

                                                            Hindley Fibre Limited

                                                            Hindley Glasgow Limited

                                                            Hindley Glasgow South LLP

                                                            Hindley Prem 2 LLP

                                                            Hindley Refurbthat LLP

                                                            Hindley West Embankment Properties Limited

                                                            Hyperdrive Innovation Holdings Limited

                                                            Hyperdrive Innovation Ltd

                                                            Hyperdrive Technologies Ltd

                                                            Maybury Media LLP

                                                            Motherwell Football And Athletic Club Limited (The)

                                                            Oak Hotels LLP

                                                            Paten & Co Limited

                                                            Paten Hotels Limited

                                                            Peak Income Partnership (Balliol) Ltd

                                                            Peak Income Partnership (Boldon) Ltd

                                                            Peak Income Partnership LLP

                                                            Princes Street Suites Limited

                                                            Refurbthat Holdings Limited

                                                            Riverside Dyce LLP

                                                            Silver Travel Advisor Limited

                                                            Space 2001 Limited

                                                            St James Media LLP

                                                            TAL SE Land Development Partnership LLP

                                                            The Hamilton Portfolio Limited

 

All the following disclosures relate to appointments where Andrew Lapping was
an investor and either a non executive director, or a limited liability
partnership (LLP) designated member.

On 12 April 2005, Andrew Lapping was appointed as a LLP designated member of
Barrance Farm LLP. Barrance Farm LLP went into creditors' voluntary
liquidation on 17 June 2014. The members' statement of affairs dated 22
September 2014 showed an estimated deficiency as regards creditors of
£742,236. Under the liquidation, no dividend was declared to creditors as the
funds realised were distributed, used or allocated for defraying the expenses
of the administration. Barrance Farm LLP was subsequently dissolved on 24
December 2014.

On 17 December 1999, Andrew Lapping was appointed as a director of Buzzsoft
Limited and subsequently resigned as a director on 18 September 2001. Buzzsoft
Limited went into creditors' voluntary liquidation on 20 June 2002. The
directors' statement of affairs dated 1 February 2007 showed an estimated
deficiency as regards creditors of £nil. Buzzsoft Limited was subsequently
dissolved on 16 May 2007.

On 1 January 2000, Andrew Lapping was appointed as a director of Collingwood
Developments Limited. Collingwood Developments Limited went into
administration on 11 June 2004 and subsequently went into creditors' voluntary
liquidation on 8 June 2006. Under the liquidation, a dividend of 55 pence in
the pound was paid to unsecured creditors. Collingwood Developments Limited
was subsequently dissolved on 25 November 2016.

On 17 February 2003, Andrew Lapping was appointed as a director of Container
Store Limited. Container Store Limited went into administration on 30 August
2005. Container Store Limited had no realizable assets or creditors and
accordingly the administration was automatically ended on 29 August 2006.
Container Store Limited was subsequently dissolved on 8 June 2007.

On 12 December 2005, Andrew Lapping was appointed as a LLP designated member
of Coopersknowe Developments LLP. Coopersknowe Developments LLP went into
administration on 9 January 2009. The members' statement of affairs dated 6
February 2009 showed an estimated deficiency as regards creditors of
£773,123. Coopersknowe Developments LLP was subsequently dissolved on 14
April 2013.

On 1 March 2005, Andrew Lapping was appointed as a director of Frasers
Hamilton (Shrubhill) Limited. Frasers Hamilton (Shrubhill) Limited went into
administration on 10 September 2012. The directors' statement of affairs dated
10 October 2012 showed an estimated deficiency as regards creditors of
£16,896,000. Frasers Hamilton (Shrubhill) Limited was subsequently dissolved
on 1 December 2014.

On 27 July 2007, Andrew Lapping was appointed as a LLP designated member of
Hamilton Road Developments LLP. Hamilton Road Developments LLP went into
administration on 28 October 2015. The members' statement of affairs dated 13
November 2015 showed an estimated deficiency as regards creditors of
£478,284. Hamilton Road Developments LLP was subsequently dissolved on 27
January 2021.

On 29 March 1999, Andrew Lapping was appointed as a director of Motherwell
Football And Athletic Club Limited (The) and subsequently resigned as a
director on 20 June 2012. Motherwell Football And Athletic Club Limited (The)
went into administration on 25 April 2002 and was subsequently discharged from
administration on 20 April 2004. On 17 March 2004 Motherwell Football And
Athletic Club Limited (The) approved a corporate voluntary arrangement (CVA)
and the CVA was subsequently completed on 27 April 2012. Under the CVA, a
dividend of 23 pence in the pound was paid to unsecured creditors. The company
remains on the Register of Companies.

On 25 August 2005, Andrew Lapping was appointed as a director of Reston
Developments Limited. Reston Developments Limited went into administration on
20 December 2012. The directors' statement of affairs dated 11 February 2013
showed an estimated deficiency as regards creditors of £1,632,740. Reston
Developments Limited was subsequently dissolved on 28 November 2015.

On 6 March 2000, Andrew Lapping was appointed as a director of Room 2 Limited
and subsequently resigned as a director on 22 July 2005. Room 2 Limited went
into administration on 30 August 2005 and subsequently went into creditors
voluntary liquidation on 30 August 2006. Under the liquidation, a dividend of
100 pence in the pound was paid to preferential creditors and a dividend of
1.57 pence in the pound was paid to unsecured creditors. Room 2 Limited was
subsequently dissolved on 10 December 2019.

On 5 August 2003, Andrew Lapping was appointed as a director of SOE
Development Limited. SOE Development Limited went into administration on 19
April 2005 and subsequently went into creditors' voluntary liquidation on 3
April 2006. The directors' statement of affairs dated 4 May 2010 showed an
estimated deficiency as regards creditors of £nil. SOE Development Limited
was subsequently dissolved on 11 August 2010.

On 9 January 2009, Andrew Lapping was appointed as a director of TAL CPT 2
Limited. TAL CPT 2 Limited went into creditors' voluntary liquidation on 10
May 2011. The directors' statement of affairs dated 8 February 2013 showed an
estimated deficiency as regards creditors of £414. Under the liquidation, no
dividend was declared to creditors as the funds realised were distributed,
used or allocated for defraying the expenses of the administration. TAL CPT 2
Limited was subsequently dissolved on 19 May 2013.

On 3 April 2007, Andrew Lapping was appointed as a director of TAL CPT Hub
Company Limited. TAL CPT Hub Company Limited went into creditors' voluntary
liquidation on 27 October 2011. The directors' statement of affairs dated 29
April 2014 showed an estimated deficiency as regards creditors of £854,761.
Under the liquidation, £43,633 was returned to shareholders. TAL CPT Hub
Company Limited was subsequently dissolved on 1 August 2014.

On 9 January 2009, Andrew Lapping was appointed as a director of TAL CPT
Limited. TAL CPT Limited went into creditors' voluntary liquidation on 10 May
2011. The directors' statement of affairs dated 8 February 2013 showed an
estimated deficiency as regards creditors of £525,319. Under the liquidation,
no dividend was declared to creditors as the funds realised were distributed,
used or allocated for defraying the expenses of the administration. TAL CPT
Limited was subsequently dissolved on 19 May 2013.

On 19 February 2009, Andrew Lapping was appointed as a director of TAL CPT
Management Limited. TAL CPT Management Limited went into creditors' voluntary
liquidation on 8 May 2012. TAL CPT Management Limited was subsequently
dissolved on 17 August 2013.

On 23 January 2004, Andrew Lapping was appointed as a director of Vis
Entertainment Limited and subsequently resigned as a director on 17 June 2004.
Vis Entertainment Limited went into administration on 7 April 2005 and
subsequently went into creditors' voluntary liquidation on 20 March 2007. The
directors' statement of affairs dated 7 April 2005 showed an unknown estimated
deficiency as regards creditors. Under the liquidation, no dividend was
declared to creditors as the funds realised were distributed, used or
allocated for defraying the expenses of the administration. Vis Entertainment
Limited was subsequently dissolved on 29 July 2014.

On 18 December 2007, Andrew Lapping was appointed as a director of Yellowfin
Limited. Yellowfin Limited went into administration on 26 August 2009 and
subsequently went into compulsory liquidation on 20 August 2010. The
directors' statement of affairs dated 26 August 2009 showed an estimated
deficiency as regards creditors of £8,535,823. Under the administration, a
distribution of 100 pence in the pound was paid to preferential creditors
equivalent to £3,202. No distribution was made to unsecured creditors under
the administration. Under the liquidation, a prescribed part distribution of
0.0005 pence in the pound was set aside for unsecured creditors equivalent to
£3,949. The Company was subsequently issued with a court order for winding
up, following the cessation of the appointment of the administrator, on 1
February 2011. Mr Lapping is still shown as a director on the Register of
Companies however he no longer has any involvement in the company.

 Full name:                    Christopher Roy Pennison
 Age:                          55
 Shareholding in the Company:  Andrew Lapping, and Chris Pennison, represent a number of underlying new
                               investors who, including Andrew and Chris, have acquired in the Placing a
                               total of 130,000,000 New Ordinary Shares, via Hamilton Capital Partners LLP;
                               included within this number is Chris's beneficial interest in 2,500,000 New
                               Ordinary Shares. On Admission, the aggregate of these New Ordinary Shares will
                               represent approximately 25.3 per cent. of the Company's enlarged issued share
                               capital. In addition, on Admission, all those investing in the Fundraising
                               will hold Warrants to subscribe for 1 additional Ordinary Share for each
                               Warrant held in the ratio of 1 Warrant for every 2 New Ordinary Shares issued
                               to those subscribers. Chris's beneficial interest in Warrants will be
                               1,250,000 Warrants.

 Current directorships and/or partnerships:                 Historic directorships and/or partnerships (within the last five years):
 Avid Electric Vehicles Limited                             Academy 360

 Avid Innovation Limited                                    HamiltonGold LLP

 Avid Technology Group Limited                              Hyperdrive Innovation Holdings Limited

 Avid Technology Limited                                    Hyperdrive Innovation Ltd

 Avid Vehicles (Projects) Limited                           Hyperdrive Technologies Ltd

 Collingwood Solutions Limited                              The Laidlaw Schools Trust

 DFV Management Services Ltd

 Gemini Print Southern Limited

 Gemini Print UK Limited

 Glasgow Renovation Homes (No2) LLP

 Glasgow Renovation Homes No.3 LLP

 Hindley Circuits Limited

 Hyperdrive Innovation Holdings Limited

 Hyperdrive Innovation Ltd

 Hyperdrive Technologies Ltd

 Irridian Industrial Electronics Limited

 Turntide Drives Limited

 Turntide Transport Limited

On 16 August 2004, Chris Pennison was appointed as a director of James Ross
& Son (Newcastle) Limited. James Ross & Son (Newcastle) Limited went
into administration on 15 February 2007 and subsequently went into creditors'
voluntary liquidation on 16 August 2007. The directors' statement of affairs
dated 2 April 2007 showed an estimated deficiency as regards creditors of
£1,454,794.40. The return of final meeting dated 17 November 2010 showed,
under the liquidation, a preferential dividend of £37,184 equivalent to 100
pence in the pound and an unsecured dividend of £442,031 equivalent to 23.76
pence in the pound was paid to creditors. James Ross & Son (Newcastle)
Limited was subsequently dissolved on 22 February 2011.

There is no further information disclosable in respect of Andrew Lapping and
Chris Pennison pursuant to Rule 17 and Schedule 2, paragraph (g) of the AIM
Rules.

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