Placing

RNS Number : 2715E

Microsaic Systems plc

29 May 2012

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART IN, INTO, WITHIN OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

29 May 2012

Microsaic Systems plc

("Microsaic" or the "Company")

Announcement of conditional placing to raise £1.55 million

Microsaic Systems plc (AIM: MSYS), the developer of chip-based scientific instruments, is pleased to announce a conditional placing ("Placing") of 3,867,248 new ordinary shares of 0.25p each ("Placing Shares") at a price of 40 pence per share to raise approximately £1.55 million (before expenses).

Highlights:

·     £1.55 million to be raised by way of a conditional Placing, which was over-subscribed, to certain existing institutional and other investors at a price of 40 pence per Placing Share (representing a discount of approximately 3.61 per cent. against the closing mid-market price on 28 May 2012)

·     Aggregate participation in the Placing by Microsaic directors of £136,000

·     Net proceeds of the Placing will be deployed to further the growth plans of the Company

·     Placing subject to the grant of the relevant authorities at the Company's annual general meeting to be held on 30 May 2012

·     Admission of the Placing Shares expected on 1 June 2012

The proceeds of the Placing will enable the Company to execute its organic growth plans, which are aimed at (1) generating volume sales of its miniaturised mass spectrometry system by establishing Microsaic as an OEM (original equipment manufacturer) partner to market leaders in the scientific instrument area in a number of parallel application areas, and (2) developing its own sales channels to customers in niche, growth application areas. The Placing will also enable the Company to continue investing in the development and production of its instruments, providing product enhancements, streamlining the manufacturing process and ensuring optimal capacity is available to meet future commercial demand.     

The Placing is conditional on, inter alia, the passing of the resolutions to be proposed at the Company's upcoming annual general meeting ("AGM") to be held at the offices of Citigate Dewe Rogerson, 3 London Wall Buildings, London Wall, London EC2M 5SY on 30 May 2012 at 11.00 am.  The notice of AGM was posted to shareholders with a copy of the Company's report and accounts for the year ended 31 December 2011 on 27 April 2012.

Colin Nicholl, Chairman of Microsaic, commented:

"Microsaic Systems has made significant progress since our IPO in April 2011.  We are delighted with the level of commercial interest we have received in our first product, the 3500 MiD, from direct customers and potential partners, based on the key attributes of this powerful yet compact analytical system. This interest led to the signing of an OEM deal earlier in May and we are making good progress towards further OEM partnering deals. Our progress is also being recognised by the capital markets and the Board is encouraged by the level of institutional interest in this fundraising and thank shareholders for their continued support of the Company. The Company is well placed to execute its commercial strategy and deliver value to shareholders."

Further details of the Placing are below.

Enquiries:

Microsaic Systems plc	via Citigate Dewe Rogerson
Eric Yeatman, CEO
Colin Nicholl, Chairman
Numis Securities Limited	[phone]
Stuart Skinner (Nominated Adviser)
James Serjeant (Broker)
Citigate Dewe Rogerson (Financial PR)	[phone]
Chris Gardner, Mark Swallow, Malcolm Robertson
The Scott Partnership (Trade PR)	[phone]
Sarah Evans

About Microsaic Systems plc

Microsaic Systems develops chip-based scientific instruments for the identification of substances in solids, liquids and gases. The Company's products are based on the 'gold-standard' scientific technique of mass spectrometry (MS).

Microsaic Systems has developed a miniaturised mass spectrometer product, based on its patented, chip-based technologies (ionchip®, spraychip® and vac-chip™), that is smaller, lighter, quieter, more energy efficient and cheaper to run than conventional MS systems.

Mass spectrometry (MS) is used across multiple sectors, including government, energy, utilities, pharmaceutical, diagnostics and healthcare, environmental, food and drink, security and defence, and industrial chemicals - a combined market of $3.3 billion in 2010.

Microsaic Systems was established in 2001 by a team including founders from Imperial College London, and was admitted to AIM in April 2011 under the symbol MSYS.

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Further Details of the Placing

1.         Details of the Placing

The Company has entered into a conditional placing agreement ("Placing Agreement") with Numis Securities Limited ("Numis") pursuant to which Numis has agreed (as the Company's agent) to use reasonable endeavours to procure placees for the Placing Shares at the Placing Price. The Placing Price represents a discount of 3.61 per cent. against the closing mid-market price on 28 May 2012, being the latest practicable date prior to this announcement.

The Placing is conditional on, inter alia:

·     the passing (without amendment) of the resolutions to be proposed at the AGM (or any adjournment of the AGM); and

·     admission of the Placing Shares to trading on the AIM market ("AIM") operated by London Stock Exchange plc ("Admission") becoming effective in accordance with the AIM Rules for Companies by no later than 8.00 am on 1 June 2012 (or such time and date as the Company and Numis may agree, being not later than 3.00 pm on 15 June 2012).

The Placing is not being underwritten. The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 0.25p each ("Ordinary Shares"), including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares from the date of Admission. The Placing Shares represent approximately 9.1 per cent. of the Enlarged Issued Share Capital (being the issued ordinary share capital of the Company as it will be immediately following the Placing, assuming no further Ordinary Shares are issued following the date of this announcement and prior to completion of the Placing and that the Placing is fully subscribed).

The Placing Agreement contains customary warranties given by the Company to Numis as to matters relating to the Company and its business and a customary indemnity given by the Company to Numis in respect of liabilities arising out of or in connection with the Placing. Numis is entitled to terminate the Placing Agreement in certain circumstances prior to Admission, including, inter alia,in circumstances where any of the warranties are found not to be true or accurate or were misleading in any material respect or on the occurrence of certain force majeure events.

Application will be made for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the Placing Shares will commence on 1 June 2012.

It is expected that CREST accounts of the placees who hold their Ordinary Shares in CREST will be credited with their Placing Shares on 1 June 2012. In the case of placees holding Ordinary Shares in certificated form it is expected that certificates will be dispatched by 8 June 2012.

2.         Directors' Shareholdings

It is proposed that Colin Nicholl, James Ramage, Peter Edwards, Malcolm Bateman, Andrew Holmes and Eric Yeatman, each a director of the Company, will participate in the Placing. The interests of the Directors immediately following Admission will be as follows:

Director	Number of Ordinary Shares held as at the date of this announcement	Number of Placing Shares subscribed for in the Placing	Resulting number of Ordinary Shares held immediately following Admission	Resulting holding as a percentage of the Enlarged Issued Share Capital
Colin Nicholl	2,378,000	187,500	2,565,500	6.03
Eric Yeatman	3,097,200	62,500	3,159,700	7.43
James Ramage	148,480	15,000	163,480	0.38
Andrew Holmes	2,888,400	25,000	2,913,400	6.85
Peter Selway	382,800	--	382,800	0.90
Malcolm Bateman	--	25,000	25,000	0.06
Peter Edwards	--	25,000	25,000	0.06

The above excludes options held by the following Directors: (i) Colin Nicholl, options over 348,000 Ordinary Shares; (ii) Peter Edwards, options over 423,400 Ordinary Shares; and (iii) Malcolm Bateman, options over 98,600 Ordinary Shares.  Further details in respect of these options are included in the Company's admission document in connection with its admission to AIM in April 2011, available on the Company's website.

Colin Nicholl, Eric Yeatman, Malcolm Bateman, Peter Edwards, Andrew Holmes and Jim Ramage, each a director of the Company, will, in aggregate, subscribe for 340,000 Placing Shares representing approximately 8.79 per cent. of the Placing. This constitutes a related party transaction pursuant to the AIM Rules for Companies.  Peter Selway, being the only independent director for these purposes and having consulted with Numis Securities Limited (in its capacity as the Company's nominated adviser), considers that the participation in the Placing by these individuals, as outlined above, is fair and reasonable insofar as the Company's shareholders are concerned.

Upon admission of the Placing Shares, the Microsaic directors will hold an aggregate of 9,234,880 Ordinary Shares, representing approximately 21.71 per cent. of the Enlarged Issued Share Capital.

3.         Annual General Meeting

A notice convening the Company's AGM, to be held at the offices of Citigate Dewe Rogerson, 3 London Wall Buildings, London Wall, London EC2M 5SY on 30 May 2012 at 11.00 am, was posted to shareholders with a copy of the Company's report and accounts for the year ended 31 December 2011 on 27 April 2012.

Resolutions allowing the Directors to allot and issue the Placing Shares on a non-pre-emptive basis will be proposed as resolutions at the AGM.

PLACING STATISTICS *

Number of Existing Shares                                                                                                                               38,672,500

Number of Placing Shares to be issued pursuant to the Placing                                                        3,867,248

Number of Ordinary Shares in issue immediately following Admission                                      42,539,748

Placing Price in respect of the Placing Shares                                                                                                        40p

Estimated net proceeds of the Placing receivable by the Company                                         £1.45 million

Number of Placing Shares as a percentage of the Enlarged Issued Share Capital                 9.1 per cent.

Market capitalisation of the Company at Admission at the Placing Price                             £17.02 million

* Assumes no further Ordinary Shares are issued following the date of this announcement and prior to completion of the Placing and assumes that the Placing is fully subscribed.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Date and time of Annual General Meeting                                                                11.00 a.m. on 30 May 2012

Admission and commencement of dealings in Placing Shares                           08.00 a.m. on 1 June 2012

CREST accounts credited with Placing Shares                                                                                         1 June 2012
(CREST shareholders only)

Despatch of definitive share certificates for Placing Shares                                                      by 8 June 2012
(non-CREST shareholders only)

Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to holders of Ordinary Shares by announcement on a Regulatory Information Service.

All of the above times refer to London time unless otherwise stated.

Admission and dealings in the Placing Shares are conditional on the passing of the resolutions at the Company's annual general meeting.

Important information

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Numis Securities Limited that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Numis Securities Limited to inform themselves about, and to observe such restrictions.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and neither Numis Securities Limited nor, except as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as nominated adviser, financial adviser and broker to the Company in relation to the Placing and Admission and is not acting for any other persons in relation to the Placing and Admission. Numis Securities Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis Securities Limited, or for providing advice in relation to the contents of this announcement or any matter referred to in it.  The responsibilities of Numis Securities Limited as the Company's nominated adviser and broker under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.

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 Numis Securities Limited 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 therefor is expressly disclaimed.

 

END

 

 

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