29th Jul 2016 16:00
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Satellite Solutions Worldwide Group plc
("SSW" or the "Company")
SSW Successfully Raises £12.1 million
Earnings enhancing acquisitions of Breiband and SkyMesh funded through successful placing of £12.1 million and director subscription
Satellite Solutions Worldwide Group plc (AIM: SAT), the global communications company specialising in the provision of rural and last-mile broadband via satellite, is pleased to announce the successful completion of the proposed placing, as announced earlier today (the "Placing").
Completion of the Placing will allow the Company to proceed with completion of the acquisitions of Breiband.no A.S. ("Breiband") and the operations and related assets of SkyMesh Pty Ltd ("SkyMesh") (together "the Acquisitions"). Both businesses provide satellite broadband solutions to rural premises, and are based in Norway and Australia respectively.
Completion of the Acquisitions will become effective immediately following admission of the Placing Shares to trading on AIM, which is expected to occur on 4 August 2016.
Please refer to the Company's announcement earlier today for further information on the Acquisitions and the terms and conditions of the Placing.
Details of the Placing
A total of 201,666,666 new Ordinary Shares (the "Placing Shares") have been placed, conditional only on admission to AIM taking effect on 4 August 2016 ("Admission"), at a price of 6 pence per Placing Share (the "Placing Price"), raising gross proceeds of £12.1 million.
All of the Company's directors participated in the placing, subscribing for a combined total of 2,083,335 Placing Shares, which equated to a total director cash subscription of £125,000. The director subscription took place on the same terms as the wider Placing. Details of the director subscription are in the table below:
Director | Current shareholding | No. of Placing Shares acquired | Resulting holding following Admission | Expected % of the enlarged issued voting share capital |
Andrew Walwyn | 48,645,345 | 416,666 | 49,061,991 | 9.3 |
Rodger Sargent | 8,748,421 | 416,666 | 9,165,087 | 1.7 |
Frank Waters | 3,416,104 | 416,666 | 3,832,770 | 0.7 |
Paul Howard | 1,550,000 | 416,666 | 1,966,666 | 0.4 |
Michael Tobin | 580,000 | 416,666 | 996,666 | 0.2 |
The net proceeds of the Placing will be used to satisfy the initial cash consideration of approximately £9.1 million necessary to complete the Acquisitions and for general working capital purposes.
The Placing is governed by the terms and conditions of the placing agreement dated 29 July 2016 between the Company and Arden Partners (the "Placing Agreement"). The Placing Price represents a 20% discount to the Company's mid-market closing price on 28 July 2016, being the last trading day prior to the initial announcement of the Placing.
The Placing Shares represent approximately 65.4% of the Company's existing issued ordinary share capital. The Placing Shares and the Vendor Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the Placing Shares.
Arden Partners acted as Broker to the Company in connection with the Placing and Strand Hanson acted as Nominated Adviser. Oakley Capital acted as Financial Adviser to the Company.
Related Party Transaction
Candy Ventures SARL ("Candy Ventures") currently has a 10.9 per cent. interest in the existing share capital of the Company and accordingly is classified as a substantial shareholder pursuant to the AIM Rules for Companies.
Candy Ventures has committed to subscribe for 20,000,000 new Ordinary Shares as part of the Placing and accordingly the issue of Placing Shares to Candy Ventures constitutes a related party transaction in accordance with the AIM Rules for Companies. The Directors consider having consulted the Company's nominated adviser, Strand Hanson Limited, that the terms on which the Placing Shares will be issued to Candy Ventures are fair and reasonable as far as its Shareholders are concerned.
Admission to Trading
Application will be made to the London Stock Exchange for the Placing Shares and the Vendor Shares to be admitted to trading on AIM. Dealings are expected to commence at 8.00 a.m. on 4 August 2016.
Defined terms used in this announcement shall have the same meaning as ascribed to them in the Company's announcement at 8:28 a.m. this morning.
The Market Abuse Regulation ("MAR") became effective from 3 July 2016. Market soundings, as defined in MAR, were taken in respect of the Placing with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.
Satellite Solution Worldwide Group plc CEO Andrew Walwyn commented: "The high levels of support shown by existing and new shareholders to help us further our growth strategy reflect how far the Company has come since joining the market in May 2015. The earnings enhancing acquisitions of Breiband and SkyMesh further cement our European and global standing within the market place and the addition of new technologies will further enhance our revenue streams."
Sarah Ledwidge, BGF, said: "BGF's ability to provide flexible funding is designed to help companies unlock growth and take advantage of opportunities. Andrew and his team are making great progress in building a global business of scale, and we are delighted to be continuing to support SSW's growth plans alongside its new and existing investors."
Enquiries:
Satellite Solutions Worldwide Group plc | www.satellitesolutionsworldwide.com |
Andrew Walwyn, Chief Executive Officer | Via Walbrook PR |
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Strand Hanson (Financial & Nominated Adviser) | Tel: +44 (0)20 7409 3494 |
Andrew Emmott / Ritchie Balmer
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Arden Partners plc (Broker) | Tel: +44 (0)20 7614 5900 |
Catherine Miles / James Felix / Ciaran Walsh
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Walbrook PR (PR advisers) | Tel: +44 (0)20 7933 8790 |
Paul Cornelius / Nick Rome |
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Oakley Capital (Financial Adviser) | Tel: +44(0)20 766 6900 |
Chris Godsmark / Victoria Boxall |
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About SSW
Established in 2008, SSW offers a broad range of satellite broadband services with customers across 31 countries. With solutions targeting B2C and B2B users, and with products developed specifically for the broadcasting/SNG, Police and Military markets, SSW's brands represent leading independent providers of satellite broadband internet services.
Listing on the London Stock Exchange as Satellite Solutions Worldwide Group plc (AIM:SAT) on 12 May 2015, and with a track record of strong organic growth in its subscriber base and recurring revenues, the directors of SSW believe there is a major opportunity to build-on the business's organic growth with acquisitions throughout the fragmented European satellite industry.
Working closely with satellite owners and operators, SSW targets customers in the 'digital divide' with solutions that deliver up to 30 Mb satellite based broadband services to almost any premises, whether residential, commercial or industrial, irrespective of location or local infrastructure.
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