Placing
SOFTWARE RADIO TECHNOLOGY PLC
("SRT" or the "Company")
PLACING TO RAISE £4,250,000
The Directors of SRT, the AIM-quoted provider of TETRA and AIS solutions to the
communications and homeland security markets, are pleased to announce that the
Company has carried out a conditional placing of 9,042,552 new ordinary shares
at 47p per share to raise £4,250,000 (the "Placing") through Westhouse
Securities LLP ("Westhouse").
The Placing is conditional, inter alia, on the passing of resolutions at an
extraordinary general meeting on 19 June 2006 (the "EGM"). A circular will be
sent to Shareholders today including notice of the EGM (the "Circular").
Background to and Reasons for the Placing
Since SRT's admission to AIM on 2 November 2005, the Company has made strong
progress in both its TETRA and AIS businesses.
On 27 April 2006, the Company announced that the preliminary results
announcement for the year ended 31 March 2006 would be made in the week
commencing 12 June 2006. The Directors confirmed that they anticipated that the
trading results, before an exceptional item relating to the accounting
treatment of share options, would be slightly ahead of market expectations
published prior to the Company's admission to AIM.
The Directors have been particularly encouraged by the developments in the AIS
Class B market. The launch of SRT's low cost AIS Class B product in January
2006 has stimulated much greater market interest than anticipated and a range
of customer negotiations are underway, the largest of which involve national
AIS systems.
AIS transponders continuously transmit the vessel's position, course and speed,
together with other identification details, whilst being able to receive
similar information from other AIS transponders within range. AIS is designed
to feed information to coastal authorities through base stations at strategic
points. AIS was initially implemented in full in the form of the AIS Class A
standard. This was mandated by the International Maritime Organisation in 2002
for all vessels over 300 metric tonnes, with certain exceptions including
fishing vessels.
AIS Class B is a derivative of the AIS Class A standard which was developed for
use on smaller vessels, where the key market driver is coastal security in
relation to maritime traffic. The Directors estimate that the potential global
market for AIS Class B is 26,950,000 vessels, of which the vast majority are
leisure vessels.
National AIS projects are currently being implemented in a number of countries,
including the USA, Mexico, Saudi Arabia, South Korea, China and the UK and
other European Union countries.
SRT formally launched its low cost AIS Class B transponder design at the London
Boat Show in January 2006. The launch has generated substantial interest from
companies and governmental authorities around the world.
SRT has adopted a dual strategy in addressing the AIS Class B market. As with
SRT's TETRA business, the Company offers customers a reference design model,
under which SRT's design is licensed to manufacturers in return for licence and
product development fees and ongoing royalties. In the case of AIS Class B,
however, SRT is also marketing the Class B design as a complete product, which
is manufactured on the Company's behalf by a major electronics company in
China.
The Directors believe that AIS Class B represents a fast developing,
potentially mass, market in which SRT holds some major competitive advantages.
SRT has a six year AIS heritage, first mover advantage and existing low cost
technology available for sale or licensing. The Directors consider that these
factors place SRT in a strong position to capture a leading role in the market.
As a result, the Company is proposing to raise £4.25 million in order to
accelerate the development of the AIS Class B business. The Directors intend
that the funds raised through the Placing will enable SRT to:
* increase sales and marketing activity on a global scale, including
attendance at exhibitions and the setting up of a permanent demonstration
and testing centre;
* commence the development of the next generation of AIS Class B product,
which will be smaller and cheaper to manufacture, increasing SRT's net
margin per unit;
* develop an AtoN (aid to navigation) product, which is suitable for use on
buoys and other off-board navigational tools; and
* have the ability to consider strategic acquisition opportunities.
Details of the Placing
The Company is proposing to raise £4,250,000 (before expenses) through a
conditional placing by Westhouse of 9,042,552 new Ordinary Shares (the "Placing
Shares") at 47p per share. The Placing Shares will represent 11.6 per cent. of
the issued share capital of the Company as enlarged by the Placing. The Placing
is conditional on the placing agreement, which has been entered into by the
Company and Westhouse (the "Placing Agreement"), becoming, or being declared,
unconditional in accordance with its terms. The Placing Agreement is
conditional, inter alia, on:
a. the passing of the resolutions at the EGM;
b. admission of the Placing Shares to trading on AIM occurring by not later
than 8.00 a.m. on 20 June 2006 (or such later time and/or date as Westhouse
and the Company may agree but in any event not later than 5.30 p.m. on 30
June 2006); and
(c) the receipt by the Company (in a form reasonably satisfactory to Westhouse)
of written confirmation from the HM Revenue & Customs that the Placing Shares
will be a qualifying holding for the taxation advantages offered under HM
Revenue & Customs' Venture Capital Trust scheme.
Application will be made for the Placing Shares to be admitted to trading on
AIM. It is expected that admission will occur at 8.00 a.m. on 20 June 2006.
The Placing Shares are not being offered generally to shareholders, whether on
a pre-emptive basis or otherwise. The Directors believe that the additional
cost and delay which a rights issue or an open offer would entail would not be
in the best interests of the Company.
Copies of the Circular will be available for a period of one month from the
offices of Westhouse at Clements House, 14-18 Gresham Street, London EC2V 7NN.
For further information please contact:
Software Radio Technology plc 01761 409500
Simon Tucker simon.tucker@softwarerad.com
Shamus Kelly shamus.kelly@softwarerad.com
Westhouse Securities LLP 0161 838 9140
Tim Feather tim.feather@westhousesecurities.com
Tavistock Communications 020 7920 3166
Christian Taylor-Wilkinson ctaylor-wilkinson@tavistock.co.uk
Westhouse, which is regulated by the Financial Services Authority, is acting on
behalf of SRT. Westhouse is not acting for any other persons and will not be
responsible to anyone other than SRT for providing the protections afforded to
customers of Westhouse or for providing advice in relation to the Placing or
any other matter referred to in this announcement.
This announcement is for information only and does not constitute an offer to
sell or issue or the solicitation of an offer to buy, subscribe or acquire any
securities in any jurisdiction. This announcement does not constitute an offer
to sell or issue or the solicitation of an offer to buy, subscribe or acquire
any securities in the capital of the Company in the United States, Canada,
Australia, Japan or South Africa or in any jurisdiction in which such offer
would be unlawful and should not be relied upon in connection with any decision
to acquire Placing Shares or any other securities in the capital of the
Company. The information contained in this announcement is not for release,
publication or distribution, directly or indirectly, to or into the United
States, Canada, Australia, Japan or South Africa or in any jurisdiction in
which such publication or distribution would be unlawful.
This announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Westhouse or by any of its affiliates or agents as to or in
relation to, the accuracy or completeness of this announcement, or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is hereby
expressly disclaimed.