THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS OF THE FUNDRAISING ARE SET OUT BELOW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF TRACKWISE DESIGNS PLC.
TRACKWISE DESIGNS PLC
("Trackwise", the "Company" or the "Group")
Result of Open Offer, General Meeting
and Total Voting Rights
The Board of Trackwise Designs plc (AIM: TWD), a leading manufacturer of specialist products using printed circuit technology, announces that it has received valid acceptances from Qualifying Shareholders in respect of 51,056,147 Open Offer Shares. This represents approximately 34.0 per cent. of the 149,999,860 New Ordinary Shares available under the Open Offer.
The Board also announces that at the General Meeting held earlier today, all Resolutions were duly passed by Shareholders.
The Company has therefore raised, in aggregate, approximately £4.76 million (before expenses) through the Placing, Subscription and Open Offer.
Update regarding restoration of trading
On 20 December 2022, the London Stock Exchange (the "Exchange") temporarily suspended trading in the Company's Ordinary Shares due to a deterioration in settlement performance. The Exchange will continue to monitor the settlement situation and when trading is to be restored, the market will be notified by Stock Exchange Notice. The Company will make further announcements as appropriate. The Board believes that Admission will result in the settlement issues in the Company's Ordinary Shares being quickly resolved.
Admission and Total Voting Rights
Application has been made for the 476,356,147 New Ordinary Shares (being the 425,000,000 Placing Shares, 300,000 Subscription Shares and 51,056,147 Open Offer Shares) to be admitted to trading on AIM. It is expected that Admission will occur at 8.00 a.m. on 9 January 2023.
Following Admission, the total number of Ordinary Shares in issue will be 513,864,212. There are no Ordinary Shares held in treasury. Accordingly, the total number of voting rights in the Company on Admission will be 513,864,212. This figure may be used by Shareholders as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Capital Reorganisation
The Company confirms that the Capital Reorganisation to sub-divide the Existing Ordinary Shares of 4 pence each into New Ordinary Shares of 0.1 pence each and Deferred Shares of 3.9 pence each will occur alongside Admission of the Placing Shares, Subscription Shares and Open Offer Shares on 9 January 2023.
Definitions
This announcement should be read in conjunction with the full text of the Circular issued on 15 December 2022. 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 | |
| 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
The Notification of Dealing Forms set out below is provided in accordance with the requirements of MAR.
| 1 | Details of the person discharging managerial responsibilities ("PDMR") / person closely associated ("PCA") | |||||
| a) | Name | Philip Johnston | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Chief Executive Officer | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Trackwise Designs plc | ||||
| b) | LEI | 549300KQIX5EWTJMFK75 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the Financial instrument, type of instrument | New Ordinary Shares of 0.1 pence each | ||||
| Identification code | GB00BFYT9999 | |||||
| b) | Nature of the transaction | Purchase of New Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume
· Price | See 4c) above | ||||
| e) | Date of the transaction | 9 January 2023 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
| 1 | Details of the person discharging managerial responsibilities ("PDMR") / person closely associated ("PCA") | |||||
| a) | Name | Philip Johnston | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Chief Executive Officer | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Trackwise Designs plc | ||||
| b) | LEI | 549300KQIX5EWTJMFK75 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the Financial instrument, type of instrument | Warrants over New Ordinary Shares of 0.1 pence each | ||||
| Identification code | GB00BFYT9999 | |||||
| b) | Nature of the transaction | Issue of Warrants | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume
· Price | See 4c) above | ||||
| e) | Date of the transaction | 9 January 2023 | ||||
| f) | Place of the transaction | Outside of a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities ("PDMR") / person closely associated ("PCA") | |||||
| a) | Name | Paul Cook | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Chief Financial Officer | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Trackwise Designs plc | ||||
| b) | LEI | 549300KQIX5EWTJMFK75 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the Financial instrument, type of instrument | New Ordinary Shares of 0.1 pence each | ||||
| Identification code | GB00BFYT9999 | |||||
| b) | Nature of the transaction | Purchase of New Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume
· Price | See 4c) above | ||||
| e) | Date of the transaction | 9 January 2023 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
| 1 | Details of the person discharging managerial responsibilities ("PDMR") / person closely associated ("PCA") | |||||
| a) | Name | Paul Cook | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Chief Financial Officer | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Trackwise Designs plc | ||||
| b) | LEI | 549300KQIX5EWTJMFK75 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the Financial instrument, type of instrument | Warrants over New Ordinary Shares of 0.1 pence each | ||||
| Identification code | GB00BFYT9999 | |||||
| b) | Nature of the transaction | Issue of Warrants | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume
· Price | See 4c) above | ||||
| e) | Date of the transaction | 9 January 2023 | ||||
| f) | Place of the transaction | Outside of a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities ("PDMR") / person closely associated ("PCA") | |||||
| a) | Name | Susan McErlain | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Trackwise Designs plc | ||||
| b) | LEI | 549300KQIX5EWTJMFK75 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the Financial instrument, type of instrument | New Ordinary Shares of 0.1 pence each | ||||
| Identification code | GB00BFYT9999 | |||||
| b) | Nature of the transaction | Purchase of New Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume
· Price | See 4c) above | ||||
| e) | Date of the transaction | 9 January 2023 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
| 1 | Details of the person discharging managerial responsibilities ("PDMR") / person closely associated ("PCA") | |||||
| a) | Name | Susan McErlain | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Trackwise Designs plc | ||||
| b) | LEI | 549300KQIX5EWTJMFK75 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the Financial instrument, type of instrument | Warrants over New Ordinary Shares of 0.1 pence each | ||||
| Identification code | GB00BFYT9999 | |||||
| b) | Nature of the transaction | Issue of Warrants | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume
· Price | See 4c) above | ||||
| e) | Date of the transaction | 9 January 2023 | ||||
| f) | Place of the transaction | Outside of a trading venue | ||||
| 1 | Details of the person discharging managerial responsibilities ("PDMR") / person closely associated ("PCA") | |||||
| a) | Name | Charles Cattaneo | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Trackwise Designs plc | ||||
| b) | LEI | 549300KQIX5EWTJMFK75 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the Financial instrument, type of instrument | New Ordinary Shares of 0.1 pence each | ||||
| Identification code | GB00BFYT9999 | |||||
| b) | Nature of the transaction | Purchase of New Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume
· Price | See 4c) above | ||||
| e) | Date of the transaction | 9 January 2023 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
| 1 | Details of the person discharging managerial responsibilities ("PDMR") / person closely associated ("PCA") | |||||
| a) | Name | Charles Cattaneo | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification/Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Trackwise Designs plc | ||||
| b) | LEI | 549300KQIX5EWTJMFK75 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the Financial instrument, type of instrument | Warrants over New Ordinary Shares of 0.1 pence each | ||||
| Identification code | GB00BFYT9999 | |||||
| b) | Nature of the transaction | Issue of Warrants | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume
· Price | See 4c) above | ||||
| e) | Date of the transaction | 9 January 2023 | ||||
| f) | Place of the transaction | Outside of a trading venue | ||||
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