1st Sep 2008 15:29
Artilium plc
(the "Company")
Placing
Notice of General Meeting
Update re Cold Shares
The Company is pleased to announce that it has conditionally raised up to £8.92 million (prior to expenses) through a placing of up to 38,346,527 Ordinary Shares at 23.25p per Placing Share with a variety of institutional investors. The Placing is conditional on certain resolutions being passed at the Company's General Meeting, notice of which will be sent to Shareholders today.
The General Meeting will be held at the offices of Morrison & Foerster, CityPoint, One Ropemaker Street, London EC2Y 9AW at 10.00 a.m. on 25 September 2008.
Introduction
On 20 March 2008 the Company announced that it had signed a software license agreement with KPN Mobile International, a leading European mobile network operator, adding to the Company's 40 existing deployments serving tens of millions of subscribers in 11 countries. This long-term licence agreement represents an important proof-point for the Company's next generation ARTA Mobile Services Platform ("ARTA"), which transitions mobile networks from proprietary to open, standards-based software, bridging telecoms and IT/Web, and activates the coming wave of third-party/user-generated mobile application development and innovation.
The Company intends to release its preliminary results at the end of September and is currently very aware of the difficult conditions that exist in the UK, and indeed worldwide, equity markets. In order to maximise on the market-making first-mover advantage it possesses in its technology category as well as its go-to-market relationship with Microsoft, the Company is now accelerating research and development of the next major version upgrade to ARTA which will involve raising additional finance. The next version of the software is designed to deliver enhanced modularity, extensibility and scalability, and is thus optimised for channel partner distribution and deployment to enable a significant acceleration and expansion of the Company's worldwide business.
After canvassing a small number of institutional investors the Company has decided to proceed with a placing of Ordinary Shares which is expected to yield cash proceeds that will enable the Company to accelerate product development and have sufficient working capital for at least 12 months, well beyond the anticipated software version upgrade launch date
In order to take advantage of a fundraising opportunity, your Board is seeking the approval of its Shareholders to the Resolutions to be proposed at a General Meeting of the Company which has been convened for 10.00 a.m. on 25 September 2008 at the offices of Morrison & Foerster (UK) LLP, CityPoint, One Ropemaker Street, London EC2Y 9AW.
Placing and use of proceeds
The proceeds of the placing will be used to advance the development of the Company's software platform through significant investment in research and development and to meet associated working capital requirements.
The fundraising will involve the placing of up to 38,346,527 Placing Shares at a price of 23.25p each. Of these Placing Shares, 28,075,711 shares have been placed on a fully committed basis and a further 10,270,816 Placing Shares are subject to a placing agreement with Amsterdams Effectenkantoor, a Dutch broking firm, who have agreed to use their reasonable endeavours to procure placees for those shares. Accordingly the Placing will raise at least £6.53m but may raise up to £8.92m (pre expenses). In addition to the Placing Shares, 1,935,484 Ordinary Shares are being issued to settle certain expenses. Cash expenses relating to the Placing are approximately £50,000.
Placees in respect of up to 18,991,689 shares, will each receive a Warrant to subscribe for one new Ordinary Share at a price of 28.85p exercisable at any time during the three year period from issue. With respect to the balance of the Placing Shares, the Company has entered into a swap agreement with the placee whereby the proceeds are received in monthly instalments over a 24 month period.
The Board accepts that the Placing is dilutive to existing shareholders and considered closely with its advisers effecting the placing in conjunction with an open offer to all shareholders. However, such an open offer would have required the preparation of a full prospectus and the associated costs and delays made that course of action impracticable in the circumstances. The Directors have considered the discount being offered to the prevailing market price of the Company's shares on AIM and do not conclude the discount to be materially greater than those currently being offered by Company's of a similar size who are raising money at the current time.
If the Resolutions are not approved by Shareholders, the Board considers that, in the absence of alternative funding, the Company will face difficulty in developing ARTA 8 within a meaningful timeframe and in meeting short-term working capital requirements.
Update re Cold Shares
On 30 July, the Company announced that it had control over 1,859,833 shares pursuant to proceedings it had taken to recover such shares from Cold Investments Limited ("Cold"). Following representations by certain shareholders and continued investigation by the Company, it has been established to the satisfaction of the Company that the shares are, in fact, owned by individuals unconnected with Cold. Despite repeated requests, the ownership of the shares had not, until recently, been disclosed to the Company by the legal owner.
As a result of information uncovered during its investigations, the Company is confident it has identified the location of the Cold Shares and has issued the appropriate forfeiture proceedings. A further announcement in relation to the recovery of the Cold Shares will be made in due course.
As a result, the Company has, in its discretion, returned the 1,859,833 shares to the legal owner and consequently, the total number of voting rights as at 1 September 2008 increases to 58,787,925. The figure of 58,787,925 should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the FSA's Disclosure and Transparency Rules.
Defined terms in this announcement have the same meaning as in the circular that is being published and posted to Shareholders today.
For further information contact:
|
Artilium plc Robert Marcus (CEO) |
+32 (0) 50 230 300 |
|
Deloitte Corporate Finance Nominated Adviser Jonathan Hinton/David Smith |
+44 (0) 20 7936 3000 |
Related Shares:
ARTA.L