Acquisition and Placing
Carclo plc
28 July 2005
28 July 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, AUSTRALIA, CANADA OR JAPAN
Acquisition and Placing
Acquisition of additional 20% interest in Conductive Inkjet Technology Limited
and £3.1 million Placing
The Board of Carclo plc ('Carclo') is pleased to announce today that it has
entered into an agreement to increase its equity investment in Conductive Inkjet
Technology Limited ('CIT') from 50% to 70%.
In our recently published Report and Accounts for the year ended 31 March 2005,
we reported excellent progress with the conductive inkjet technology process,
which uses digital inkjet technology to print pure copper directly onto plastic
and non-porous surfaces for use in a wide range of printed electronics
applications. The pace of development of this technology and interest from
potential customers has continued to grow throughout 2005 and the products under
development are approaching commercial application.
CIT has been developed as a joint venture company owned equally by Carclo and
its partner, Xennia Technology Limited ('Xennia'). Both partners now recognise
that CIT has entered a critical period in its development and it is desirable
for one partner to increase its level of investment and exercise control in
order to exploit more effectively the significant commercial potential of the
conductive inkjet technology process.
The key initial application of the conductive inkjet technology process is to
manufacture antennae designed for Radio Frequency Identification ('RFID')
applications. The RFID market is expected to grow rapidly over the next few
years as major retailers apply the technology to streamline their logistics
operations. A key barrier to the growth of RFID has been the cost of RFID tags.
CIT's proprietary technology offers a potential breakthrough in the cost of
manufacturing tags. A demonstration line is nearing completion and has attracted
significant interest from major international players in this market. RFID is
only one of a rich array of applications for the conductive inkjet technology
process.
Carclo has reached agreement with Xennia to acquire an additional 20% of CIT's
equity for £1.6 million. This will increase Carclo's shareholding in CIT to 70%.
A new shareholders' agreement will be executed confirming Carclo's management
control of CIT. As a consequence of this new agreement, the terms of licences
which will be granted to Carclo in the field of technical plastics and to Xennia
in the field of decorative applications of the technology will be formalised.
Xennia has been granted a warrant to subscribe for an additional 10% of CIT
equity which will be exercisable at a subscription price equivalent to £1.0
million if CIT is listed or sold before 31 March 2007.
The £1.6 million consideration is being satisfied by a vendor placing by
Dresdner Kleinwort Wasserstein Securities Limited ('DrKW') of 1,975,309 new
ordinary shares of Carclo with institutional investors at a price of 81 pence
per share ('the Placing Price'). In addition a further £1.5 million is being
raised by Carclo, using the authority available to it under Section 89 of the
Companies Act 1985, by the issue to institutions of 1,851,851 new ordinary
shares at the Placing Price to finance the further development of the CIT
programme. The 3,827,160 new ordinary shares (the 'New Ordinary Shares') issued
represent approximately 7.4% of Carclo's existing issued share capital.
The New Ordinary Shares will be issued fully paid and will rank pari passu in
all respects with the existing ordinary shares and will therefore be entitled to
receive the final dividend of 0.8p payable on 8 September 2005 to shareholders
on the register as at 5 August 2005.
Application will be made to the UK Listing Authority (the 'UKLA') for the New
Ordinary Shares to be admitted to the Official List maintained by the UKLA and
to be admitted to trading by the London Stock Exchange plc on its main market
for listed securities ('Admission'). Admission of the New Ordinary Shares is
expected to take place on 2 August 2005.
The acquisition and the placing of New Ordinary Shares are conditional, inter
alia, upon the placing agreement entered into today between DrKW and the Company
(a) having become unconditional in all respects and not having been terminated
in accordance with its terms prior to Admission, and (b) Admission of the New
Ordinary Shares becoming effective by 2 August 2005, or such later date (not
being later than 31 August 2005) as the Company and DrKW may agree.
At 30 April 2005, CIT had gross assets of £1.3 million and loans due to Carclo
of £1.4million. CIT made a loss of £63,000 in the year ended 30 April 2005 after
capitalising research and development expenditure of £1.1 million.
Trading at Carclo has continued to be satisfactory since the publication of the
Carclo Group's preliminary results statement on 13 June 2005 and the Board
remains confident in the prospects for the current financial year.
- Ends -
Enquiries:
Carclo plc 01924 268040
Ian Williamson, Chief Executive
Robert Brooksbank, Finance Director
Dresdner Kleinwort Wasserstein 020 7623 8000
Michael Covington
Weber Shandwick Square Mile 020 7067 0700
Richard Hews
Susanne Walker
This announcement has been prepared solely to provide information about the
Placing and it does not constitute, or form part of, any offer or invitation to
purchase, underwrite or otherwise acquire New Ordinary Shares being offered, or
the solicitation of any such offer. Without limiting the foregoing statement,
this announcement does not constitute an offer of securities for sale in the
United States nor the solicitation of an offer to buy any such securities, nor
may securities be offered or sold in the United States absent registration or an
exemption from registration as provided in the United States Securities Act of
1933, as amended (the 'Securities Act'), and the rules and regulations
thereunder. The Company does not intend to register the New Ordinary Shares
under the Securities Act.
This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for New Ordinary Shares in any
jurisdiction including, without limitation, Canada, Australia, Japan or any
other jurisdiction in which such offer or solicitation is or may be unlawful.
This announcement and the information contained herein are not for publication
or distribution, directly or indirectly, to persons in Canada, Australia, Japan
unless permitted pursuant to an exemption under the relevant local law or in any
jurisdiction in which such publication or distribution is unlawful.
Dresdner Kleinwort Wasserstein Securities Limited, which is authorised and
regulated by the Financial Services Authority, is acting for Carclo and for no
one else in connection with the Placing and will not be responsible to anyone
other than Carclo for providing the protections afforded to the customers of
Dresdner Kleinwort Wasserstein Securities Limited or for affording advice in
relation to the Placing, or any other matters referred to herein.
No representation or warranty, express or implied, is made by Dresdner Kleinwort
Wasserstein Securities Limited as to any of the contents of this announcement
for which the directors of Carclo are solely responsible. This announcement
contains certain forward-looking statements. Such forward-looking statements are
based on current plans, information and intentions and certain external factors
which may be beyond the control of Carclo, and therefore, undue reliance should
not be placed on them. Such forward-looking statements involve unknown risks,
uncertainties and other factors which may cause the actual results, financial
condition, performance or achievements of Carclo, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Forward looking
statements speak only as to the date on which they are made and Carclo
undertakes no obligation to update publicly any such forward-looking statements
in this announcement to reflect future events or developments.
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