Proposed issue of £1.325 million

RNS Number : 4025C

i-nexus Global PLC

19 October 2020

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, 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, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, NEW ZEALAND  OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN I-NEXUS GLOBAL PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF IN I-NEXUS GLOBAL PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 ("MAR"). 

i-Nexus Global PLC 

("i-Nexus", the "Company" or the "Group")

Proposed issue of £1.325 million of Fixed Rate Unsecured Convertible Redeemable Loan Notes

The Company announces that it is proposing to raise in aggregate £1.325 million (before expenses) by way of the issue of £1.325 million of Fixed Rate Unsecured Convertible Redeemable Loan Notes ("Convertible Loan Notes") ("the Proposed Transaction"). The Convertible Loan Notes will be unlisted and non-transferable and no offer or invitation is being made to Shareholders more generally to purchase, acquire or subscribe for any of the Convertible Loan Notes in conjunction with the Proposed Transaction.

Highlights

· Proposed issue of £1.325 million of Fixed Rate Unsecured Convertible Redeemable Loan Notes

· The net proceeds of the Proposed Transaction of £1.235 million will provide much needed additional working capital to facilitate the continued implementation of the Company's growth plan and will be applied entirely towards meeting the Company's ongoing working capital requirements.

· The Convertible Loan Notes are unsecured and non-transferrable and no application will be made for their admission to trading on any recognised securities exchange.

· The holders will have the right to convert the Convertible Loan Notes they hold into ordinary shares of £0.10 each in the capital of the Company ("Ordinary Shares") at a price of 10 pence per Ordinary Share ("the Conversion Price") at any time on or prior to 4 November 2023.

· The Conversion Price represents a premium of approximately 98 per cent. to the closing middle market price of 5.05 pence per Ordinary Share on 16 October 2020, being the latest practicable trading day prior to the publication of this Announcement.

· Richard Cunningham, the Non-Executive Chairman, has agreed to participate in the Proposed Transaction and has agreed to subscribe for the Convertible Loan Notes following the passing of the resolutions by Shareholders at a general meeting of the Company ( "General Meeting" ) ( "Resolutions" ) proposed in a circular, which will shortly be despatched to Shareholders ( "Circular" ).

· The Directors other than Richard Cunningham ("the Independent Board") are strongly of the belief that the Proposed Transaction is the only viable available option for securing the investment that is necessary to support the Company in the immediate to medium term, having regard to its current financial and trading position, and the need for certainty of funding within a limited timeframe.

· The Proposed Transaction is conditional on the passing of the Resolutions by Shareholders at the General Meeting, including a special resolution which will give the Directors the required authority to disapply statutory pre-emption rights in respect of the potential future issue of new Ordinary Shares upon conversion of the Convertible Loan Notes.

Simon Crowther, CEO of Solution, commented:

"I would like to take this opportunity to thank shareholders for their continued support during this period of economic uncertainty. The Board maintains its conviction that the market opportunity for enterprise-level strategy execution software is significant. The pressures COVID-19 has placed on businesses has brought this even more into focus, as management teams realise they need a more rigorous approach to organisation-wide strategy execution. The feedback we have received from customers for our recent major product release is encouraging and we continue to build positive momentum in our sales pipeline. The funds now being raised provide us with much-needed working capital and are expected to allow us the flexibility to operate throughout this extended period of uncertainty."

1.  Introduction

The Company announces that it is proposing to raise in aggregate £1.325 million (before expenses) by way of the issue of Convertible Loan Notes to Herald Investment Management Limited ("Herald"), Richard Cunningham, Bury Fitzwilliam-Lay and Partners, Antrak Limited and Didier Courtois Duverger ("the Investors"). The Convertible Loan Notes will be unlisted and non-transferable and no offer or invitation is being made to Shareholders more generally to purchase, acquire or subscribe for any of the Convertible Loan Notes in conjunction with the Proposed Transaction.

Richard Cunningham, the Non-Executive Chairman, has agreed to participate in the Proposed Transaction and is one of the Investors who has agreed to subscribe for the Convertible Loan Notes following the passing of the Resolutions by Shareholders at the General Meeting. Richard Cunningham's participation in the Proposed Transaction is a related party transaction for the purposes of Rule 13 of the AIM Rules and, as a result, Richard Cunningham has not been involved in the decisions taken by the Board to proceed with the Proposed Transaction.

The Board has for several months been exploring the alternative funding options that are available to the Company, and following the conclusion of that review, the Independent Board is strongly of the belief that the Proposed Transaction is the only viable available option for securing the investment that is necessary to support the Company in the immediate to medium term, having regard to its current financial and trading position, and the need for certainty of funding within a limited timeframe.

The Proposed Transaction is conditional on the passing of the Resolutions by Shareholders at the General Meeting, including a special resolution which will give the Directors the required authority to disapply statutory pre-emption rights in respect of the potential future issue of new Ordinary Shares upon conversion of the Convertible Loan Notes.

The Independent Board strongly believes that the Proposed Transaction is in the best interests of the Company and its Shareholders as a whole. The Independent Board also stresses that it is very important that Shareholders vote in favour of the Resolutions at the General Meeting, as those Directors who hold Ordinary Shares intend to do. The Independent Board believes that if the Resolutions are not passed at the General Meeting and so the Proposed Transaction does not proceed, it is likely that in the very near future the Company may not be able to meet its obligations as they fall due, thereby forcing the Board to consider entering into administration or some other form of insolvency procedure under which the prospects for recovery of value, if any, by Ordinary Shareholders would be uncertain.

2.  Background to and reasons for the Proposed Transaction, current trading and prospects

As has been the case for businesses of all sizes and across all sectors, the Company's performance during 2020 has been overshadowed by the novel coronavirus disease 2019 pandemic ("COVID-19 Pandemic") which, in the Company's case has forced management to implement drastic measures to preserve cash in response to a sudden and unprecedented drop-off in its customers' willingness to engage in new sales activity and existing customers' willingness to pay invoices in accordance with the agreed payment terms. The Company entered 2020 with new business generation already lower than had been anticipated and, as a result, the Directors implemented a restructuring of the business in  January 2020 to preserve cash whilst seeking to maintain the right structure to support the Company's existing customers, secure new business and continue the development of its strategy execution software. Alongside this restructuring the Company implemented a new sales approach designed to restore momentum. Despite early positive signs of this change in strategy, the impact of the COVID-19 Pandemic from March 2020 onwards has caused sales cycles to extend and made it increasingly difficult to forecast future sales.

Within the interim results statement released by the Company on 28 May 2020, the Board reported that, in order to address the then developing situation, it had implemented further measures to reduce the Company's cost structure and attain a monthly operating breakeven position whilst acknowledging that the Company's continuing viability in the longer term would depend on two factors: securing new sales to existing and potential customers and, the Company's ability to continue to align its cost base with revenues as the economy emerged from lockdown.

At the same time, the Board first stated that additional capital resources would provide the Company with greater security and would allow flexibility to develop and execute its medium term recovery and growth plan. As a result, alongside preparing an additional cost reduction plan that could be implemented, if required, the Board announced that it was in the early stages of reviewing strategic options to introduce new capital to the Company and its subsidiaries ("Group").

On 8 September 2020, the Board released a further update on the Company's trading and financial position, reporting on operational progress including the Summer 2020 product release and the securing of a new customer, launching onto the new platform, along with a substantial service order for an existing customer.

Within the same announcement an update was provided on the progress being made in respect of the Board's strategic review of  the Company's options to introduce additional capital. The Company reported that it had agreed a deferral and repayment plan with HMRC in respect of Pay As You Earn (PAYE) and National Insurance payments amounting to approximately 430,000 but had otherwise been unable to secure access to additional capital at that time. The Directors emphasised that, based on the Company's latest cash flow projections, they anticipated that the Company was likely to experience a cash shortfall by the end of the calendar year, albeit noting their expectation that the Company should return to a positive cash balance from February 2021 onwards, in line with the Company's regular seasonal cashflow profile. As a result, the Board further announced, as a key priority, its intention to scale up its efforts to source new financing facilities with immediate effect.

Since that date, the Company has continued to build encouraging positive momentum within its sales pipeline, but the timing and size of actual sales remains uncertain and the latest available financial forecasts continue to show a cash shortfall building during the current quarter. It is against this background that the Independent Board is seeking to implement the Proposed Transaction. The Board has for several months been exploring the alternative funding options available to the Company (including those specifically aimed at helping companies adversely affected by the COVID-19 Pandemic), and following the conclusion of that review (with all other options having been ruled out or proving not to be available to the Company), the Independent Board is strongly of the belief that the Proposed Transaction is the only viable available option for securing the investment that is necessary to support the Company in its immediate to medium term, having regard to its current financial and trading position, and the need for certainty of funding within a limited timeframe.

3.  The Proposed Transaction

The Company has entered into a loan note instrument pursuant to which the Company has created Convertible Loan Notes up to an aggregate principal amount of £1.325 million ( "Convertible Loan Note Instrument" ). The issue of the Convertible Loan Notes is conditional only upon the passing of the Resolutions at the General Meeting.

The Convertible Loan Notes are unsecured and non-transferrable and no application will be made for their admission to trading on any recognised securities exchange.

The Convertible Loan Note Instrument gives the holders of the Convertible Loan Notes the right to convert the Convertible Loan Notes they hold into Ordinary Shares at a price of 10 pence per Ordinary Share (which represents a premium of approximately 98 per cent. to the closing middle market price of 5.05 pence per Ordinary Share on 16 October 2020, being the latest practicable trading day prior to the date of this Announcement) at any time on or prior to 4 November 2023.

The Investors have also entered into irrevocable undertakings with the Company whereby each of them has agreed to irrevocably and, save only for the passing of the Resolutions at the General Meeting, unconditionally to subscribe for the following aggregate amounts of Convertible Loan Notes:

 

Subscriber	Aggregate issue price
Herald	£750,000
Richard Cunningham	£250,000
Bury Fitzwilliam-Lay and Partners	£125,000
Antrak Limited	£100,000
Didier Courtois Duverger	£100,000

Upon the passing of the Resolutions, the Company shall issue the Convertible Loan Notes to the Investors in the aggregate amounts as set out above, and execute and deliver certificates in respect of the Convertible Loan Notes subscribed for.

A copy of the draft Convertible Loan Note Instrument will be available for inspection at the Company's registered office from the date of the Circular until the time and date of the General Meeting.

4.  Related Party Transactions

Richard Cunningham is a Director of the Company and its Non-Executive Chairman, whilst Herald is currently, prior to the Proposed Transaction and as at the date of this document, interested in (in aggregate) 4,082,846 Ordinary Shares, representing approximately 13.8 per cent. of the existing Ordinary Share capital of the Company, and is therefore regarded as a "Substantial Shareholder" for the purposes of the AIM Rules. Richard Cunningham has agreed to subscribe for Convertible Loan Notes with an aggregate par value of £250,000 and Herald has agreed to subscribe for Convertible Loan Notes with an aggregate par value of £750,000 pursuant to the Proposed Transaction. Richard Cunningham's and Herald's respective participations in the Proposed Transaction constitute related party transactions under Rule 13 of the AIM Rules.

The Independent Board considers, having consulted with N+1 Singer, that the terms of Richard Cunningham's and Herald's respective participations in the Proposed Transaction are fair and reasonable in so far as Shareholders are concerned.

5.  Effect of the Proposed Transaction and Use of Proceeds

The net proceeds of the Proposed Transaction of £1.235 million will provide much needed additional working capital to facilitate the continued implementation of the Company's growth plan and will be applied entirely towards meeting the Company's ongoing working capital requirements.

After taking into account the receipt of the proceeds of the Proposed Transaction, the Directors are of the opinion that the Group has sufficient working capital for its present requirements that is, for at least 12 months from the date of this document. The Directors emphasise however that their central case financial projections assume a modest increase in monthly recurring revenues during the remainder of the FY21 financial year, more than reversing the trend experienced since the onset of the COVID-19 Pandemic and that, whilst the proceeds of the Proposed Transaction will provide the necessary flexibility in the event that the expected growth in revenues does not materialise in the near term, the Company's continuing viability in the longer term remains critically dependent on its ability to secure new sales to existing and potential customers. In addition, given the nature of the COVID-19 Pandemic it is not possible to know the potential impact of the ongoing crisis on the activities of the Group for the current financial year and beyond and, in particular, it is possible that as a direct or indirect result the Company will continue to experience a slower and/or lower sales conversion rate than the Directors have modelled within their central case financial projections. This could in turn have a material adverse effect on the Group's business, results of operations, financial condition and prospects.

6.  Additional Employee Share Option Awards

At the time of admission of the Company's Ordinary Shares to trading on AIM, all outstanding existing share options were vested and the original shareholders and management agreed that no further share options would be issued for a further 12 month period thereafter. The Board now believes that it is essential that Shareholders, debt holders and management's interests are aligned and that the management of the Company should be incentivised to drive the business forward during these challenging times.

Currently, the Board is authorised to issue up to 10 per cent. of the issued share capital of the Company under a long term incentive programme ("LTIP") and options in respect of Ordinary Shares. The following total number of options in respect of Ordinary Shares are currently available to be issued by the Board:

LTIP	1,774,296 Ordinary Shares (representing 6% of the issued share capital)
Ordinary Share options	1,182,864 Ordinary Shares (representing 4% of the issued share capital)

Given there are currently no LTIP's or share options granted, the Board propose to issue the following LTIP's on completion of the issue of the Convertible Loan Notes (all of which will vest at 10 pence per Ordinary Share and be subject to the achievement of agreed performance criteria):

First allocation (to vest on 31 August 2021) · Simon Crowther · Alyson Levett · Other employees (in total)	· 369,645 · 266,144 · 251,359
First allocation (to vest on 31 August 2022) · Simon Crowther · Alyson Levett · Other employees (in total)	· 369,645 · 266,144 · 251,359

The vesting of the LTIP options is subject to remaining employed by the Company at the date of vesting, achieving agreed monthly recurring revenue targets for the respective years and will require the approval of the Company's remuneration committee.

7.  Potential dilutive effect resulting from the Proposed Transaction

The Convertible Loan Notes are capable of being converted into new Ordinary Shares at a price of 10 pence per Ordinary Share. In the circumstances whereby all of the principal amounts of the Convertible Loan Notes are converted on this basis they will upon full conversion represent 30.9 per cent. of the issued share capital as enlarged by such conversion (assuming there has not been any other share issuances). Accordingly, upon full conversion of all of the principal amounts of the Convertible Loan Notes, existing Shareholders will experience dilution of approximately 45.0 per cent. In the circumstances whereby all of the rolled-up interest attributable to the Convertible Loan Notes is also converted on this basis they will upon full conversion represent 35.7 per cent. of the issued share capital as enlarged by such conversion (assuming there has not been any other share issuances). Accordingly, upon full conversion of all of the principal amounts of and rolled-up interest attributable to the Convertible Loan Notes, existing Shareholders will experience dilution of approximately 55.6 per cent.

8.  General Meeting

The Company will shortly dispatch the Circular to Shareholders convening a General Meeting of the Company at which the Resolutions summarised below will be proposed:

Resolution one - authority to allot securities

Resolution one is proposed as an ordinary resolution. This means that, for the Resolution to be passed, more than 50 per cent. of the votes cast must be in favour of the Resolution. Resolution one grants the Directors authority to allot Ordinary Shares, or grant rights to subscribe for or convert any security into Ordinary Shares, up to an aggregate nominal value of £1,643,000. This will enable the Directors to issue the Convertible Loan Notes to the Investors. The authority granted by this resolution shall expire on 5 November 2023.

Resolution two - disapplication of pre-emption rights

Resolution two is proposed as a special resolution. This means that, for the Resolution to be passed, at least 75 per cent. of the votes cast must be in favour of the Resolution. Resolution two shall disapply the statutory pre-emption provisions set out in the Companies Act in respect of the allotment of Ordinary Shares, or granting of rights to subscribe for or convert any security into Ordinary Shares, up to an aggregate nominal value of £1,643,000. This disapplication shall expire on 5 November 2023.

Resolution two is conditional on Resolution one being passed so that, if Resolution one is not passed, neither of the Resolutions will become effective and the issue of Convertible Loan Notes will not be implemented.

9.  Irrevocable Undertakings

Each of the Directors who hold Ordinary Shares and each of the Investors have given an irrevocable undertaking to vote in favour of the Resolutions in respect of their own beneficial holdings of Ordinary Shares, together totaling 8,727,112, representing in aggregate 29.46 per cent. of the issued Ordinary Shares.

10.  Importance of the vote

 

IT IS VERY IMPORTANT that Shareholders vote in favour of the Resolutions at the General Meeting. The Independent Board believes that if the Resolutions are not passed at the General Meeting and so the Proposed Transaction does not proceed, it is likely that in the very near future the Company may not be able to meet its obligations as they fall due, thereby forcing the Board to consider entering into administration or some other form of insolvency procedure under which the prospects for recovery of value, if any, by Ordinary Shareholders would be uncertain.

11.  Recommendation

The Independent Board strongly believes that the Proposed Transaction is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Independent Board recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as those members of the Board (and that of their associates) who hold Ordinary Shares intend to do in respect of their entire beneficial holdings of 2,675,702 Ordinary Shares representing 9.03 per cent. of the current issued Ordinary Share capital.

The person responsible for arranging the release of this Announcement on behalf of the Company is Alyson Levett, Chief Financial Officer.

For further information please contact:

i-nexus Global plc Simon Crowther, CEO Alyson Levett, CFO	Via: Alma PR
N+1 Singer (Nominated Adviser and Broker) Sandy Fraser (Corporate Finance) Tom Salvesen (Corporate Broking)	Tel:  [phone]
Alma PR Caroline Forde / Josh Royston / Robyn Fisher	Tel:  [phone]

Important Notices

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with the Proposed Transaction and will not be responsible to any person other than the Company for providing the regulatory and legal protections afforded to clients of N+1 Singer nor for providing advice in relation to the contents of this announcement or any matter, transaction or arrangement referred to in it. N+1 Singer has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by N+1 Singer for the accuracy of information or opinion contained in this announcement or for the omission of any information.

A copy of this announcement will be available on the website of Solution Group plc at (http://www.i-nexus.com) .

Forward-Looking Statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements" which reflect the Directors' current views, interpretations, beliefs or expectations with respect to the financial performance, business strategy and plans and objectives of management for future operations of the Group. These statements include forward-looking statements with respect to the Group and the sector and industry in which the business currently operates. Statements which include the words "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "aims", "targets", "will", "should" or, "future", "opportunity", "potential" or, in each case, their negatives, and similar statements of a future or forward-looking nature identify forward-looking statements. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this document. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. While the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this document.

APPENDIX

SUMMARY TERMS OF THE CONVERTIBLE LOAN NOTE

The key terms and conditions of the Convertible Loan Note Instrument are as follows:

a)  The issue of the Convertible Loan Notes is conditional only on the passing of the Resolutions at the General Meeting. There are no other conditions to the issue of the Convertible Loan Notes.

b)  The aggregate nominal value of the Convertible Loan Notes is £1,325,000 and there is a minimum subscription amount of £100,000 by an Investor for Convertible Loan Notes.

c)  The Convertible Loan Notes are unsecured and non-transferable and no application will be made for their admission to trading on any recognised securities exchange.

d)  The Investors have irrevocably agreed to subscribe for the amount of the Convertible Loan Notes as set out against their names in part I of this document immediately upon the passing of the Resolutions at the General Meeting.

e)  Following the issue of the Convertible Loan Notes, the Investors may issue a conversion notice before the date on which the Convertible Loan Notes are to be redeemed (see g below) notifying the Company that they wish to convert part or all of their Convertible Loan Notes into Ordinary Shares at a conversion price of 10 pence per Ordinary Share.

f)  The Investors may convert the Convertible Loan Notes they hold, in part or all, at their sole discretion, provided that the conversion will not result in a holder of Convertible Loan Notes, together with any persons acting in concert with it, being interested in Ordinary Shares carrying in aggregate more than 29.9 per cent. of the voting rights of the Company.

g)  The Company is entitled at any time following the date which is 12 months after the date of issue of the Convertible Loan Notes to require the Investors to convert, in part or all, their Convertible Loan Notes on a pro-rata basis into Ordinary Shares at the conversion price of 10 pence per Ordinary Share, provided the closing bid price of an Ordinary Share as shown in the Daily Official List of the London Stock Exchange for a period of at least 60 consecutive days is equal to or exceeds £0.79 per Ordinary Share.

h)  Any Convertible Loan Notes not converted shall be redeemed on 4 November 2023.

i)  Interest shall accrue on the Convertible Loan Notes at the rate of 8 per cent. per annum and shall roll up, but shall not be compounded, and all accrued interest that is outstanding shall be payable in full on the date the Convertible Loan Notes are redeemed or, alternatively, the Investors may choose to convert the rolled up interest into Ordinary Shares at the same conversion price of 10 pence per Ordinary Share.

j)  In the event that the Company is in default of any payment obligation under the Convertible Loan Note Instrument, default interest shall accrue (compounded quarterly) at the higher of 10 per cent. per annum and the base rate for the time being of Barclays Bank plc.

k)  The Convertible Loan Note Instrument sets out certain events of default, on the occurrence of which the holders of Convertible Loan Notes may, in their sole discretion, require immediate repayment of the amounts due to them in respect of the Convertible Loan Notes. These include:

a.  the Company failing to make any payment due under the Convertible Loan Note Instrument within seven days of such payment becoming due;

b.  material breach by the Company of the Convertible Loan Note Instrument which is not cured within 30 days;

c.  a breach of warranty given by the Company pursuant to the Convertible Loan Note Instrument;

d.  the Company ceasing or threatening to cease or becoming unable to pay its debts as they become due or ceasing to carry on all or substantially all of its business;

e.  an encumbrancer taking possession or a receiver, administrative receiver, administrator or similar officer being appointed in respect of the whole or any substantial part of the Company's undertaking, property or assets; or

f.  the Company initiating or consenting to bankruptcy, insolvency or composition proceedings.

 

END

 

 

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