IMS and fundraising

RNS Number : 7462U

Xaar PLC

21 October 2010

 



FOR IMMEDIATE RELEASE

21 October 2010

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY XAAR PLC IN CONECTION WITH THE PROPOSED FUNDRAISING. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FOR INSPECTION AT THE OFFICES OF SINGER CAPITAL MARKETS LIMITED, ONE HANOVER STREET, LONDON W1S 1YZ DURING NORMAL BUSINESS HOURS ON ANY WEEKDAY (SATURDAYS, SUNDAYS AND PUBLIC HOLIDAYS EXCEPTED) UP TO AND INCLUDING THE DATE WHICH IS ONE MONTH FOLLOWING ADMISSION.

XAAR PLC

INTERIM MANAGEMENT STATEMENT AND £15 MILLION FUNDRAISING TO DRIVE GROWTH

Xaar plc ("Xaar" or "the Group"), the inkjet printing technology group headquartered in Cambridge, today announces its Interim Management Statement covering trading from 1 July 2010 to 30 September 2010. In addition, Xaar is pleased to announce a fundraising of approximately £15 million (approximately £14 million net of expenses) through the issue of 8,827,345 new ordinary shares of 10 pence each ("New Ordinary Shares") through a placing and open offer (the "Fundraising") at 170 pence per New Ordinary Share (the "Issue Price"). The Fundraising has been underwritten by Singer Capital Markets.

Interim Management Statement

Trading for the three months ended 30 September 2010 has been ahead of directors' expectations and substantially ahead of trading for the same period last year.

Sales of Platform 3 ("P3") products have continued to grow into Industrial and Packaging markets, with the demand for P3 products still being in excess of available supply.  Sales of Platform 1 products have remained stable.  The significant increase in royalty income highlighted in the interim financial statements for 2010 has stabilised in the period, contributing to the overall improved revenue and profitability of the business. 

Both gross margin and overall profitability have improved in the period.  In addition to the positive impact of improved trading on margins, the excessive costs of manufacturing, warranty and customer support which combined to depress gross margins in the first half of the year, continued to fall away in the third quarter as expected. 

The Group continues to maintain a strong balance sheet with net cash at 30 September 2010 of £7.8m (30 June 2010 £8.2m, 31 December 2009 £11.1m) after the payment of the interim dividend of £0.6m and capital investment of £1.8m in the period.

Fundraising

The Fundraising is subject to shareholder approval and a prospectus incorporating a notice of general meeting (the "Prospectus") is expected to be approved by the UK Listing Authority and posted to shareholders on 21 October 2010. It is expected that the general meeting of the Company (the "General Meeting") will be held on 8 November 2010.

The Issue Price of 170 pence represents a 4.5 per cent. discount to the closing share price of 178 pence per ordinary share on 20 October 2010 (being the last business day prior to the date of this announcement).

The Company intends to use the net proceeds of the Fundraising to fund expansion of its Platform 3 manufacturing capacity in order to satisfy growing demand for its Platform 3 product, the Xaar 1001 printhead. In particular, the Board intends to use the funds raised to expand the Company's manufacturing capacity in Huntingdon through the addition of a further cleanroom and the purchase of capital production machinery.

Phil Lawler, Xaar's Non-executive chairman commented:-

"I am delighted that we have conditionally raised £15 million from established shareholders and new institutional investors.  The net proceeds will facilitate the expansion of Xaar's manufacturing capacity such that the Company can take advantage of increasing demand for its Platform 3 product."

Ends

CONTACTS

Xaar plc:	[phone]
Ian Dinwoodie, Chief Executive	www.xaar.com
Andrew Taylor, Finance Director
Singer Capital Markets Limited:	[phone]
Shaun Dobson
Claes Spång
Bankside Consultants:
Simon Bloomfield	[phone] / [phone]

Terms used but not defined in this announcement shall have the meanings given to them in the prospectus expected to be posted to the Company's shareholders and made available on the Company's website (www.xaar.com) later today.

Principal Terms and Timing of the Placing and Open Offer

As set out above, the Company is proposing to raise gross proceeds of approximately £15 million (approximately £14 million net of expenses) by the issue of 8,827,345 New Ordinary Shares through the Placing and Open Offer at 170 pence per New Ordinary Share.

The Directors recognise the importance of pre-emption rights to Shareholders and consequently the New Ordinary Shares are being offered to Qualifying Shareholders by way of the Open Offer. The Open Offer provides an opportunity for Qualifying Shareholders to participate in the fundraising to subscribe for their pro rata entitlement to New Ordinary Shares.

In addition, the New Ordinary Shares will be conditionally placed with institutional and other investors by Singer Capital Markets (subject to clawback to satisfy valid applications under the Open Offer).

In the event that valid applications are not received from Shareholders in respect of all of the New Ordinary Shares, Singer Capital Markets has agreed to procure subscribers for any unallocated New Ordinary Shares pursuant to the Placing Agreement. In the event that Singer Capital Markets is unable to procure subscribers for such Placing Shares, Singer Capital Markets has undertaken itself to subscribe for the Placing Shares at the Issue Price.

The Placing and Open Offer will be fully underwritten by Singer Capital Markets subject to certain conditions set out in the Placing Agreement.

The Issue Price was set having regard to the prevailing market conditions and the size of the Open Offer. The Offer Price represents a discount of approximately 4.5 per cent. to the Closing Price of 178 pence per Ordinary Share on 20 October 2010 (being the last Business Day before the announcement of the Placing and Open Offer).

The Placing and Open Offer is expected to result in 8,827,345 New Ordinary Shares being issued (representing approximately 14 per cent. of the existing issued share capital and 12 per cent. of what will be the Company's enlarged issued share capital).

The New Ordinary Shares, when issued and fully paid, or credited as fully paid, will rank in full for all dividends or distributions made, paid or declared after the date of this document with, will have the same rights (including in respect of voting and on a return of capital) and restrictions as, and will rank otherwise pari passu in all respects with, the Company's existing ordinary shares.

Qualifying Shareholders are being offered the opportunity to subscribe at the Issue Price for New Ordinary Shares on the following basis:

0.139 New Ordinary Shares for every Existing Ordinary Share

registered in their name at the close of business on 20 October 2010.

Fractions of New Ordinary Shares will not be allotted and fractional entitlements will be rounded down to the nearest whole number. Any fractional entitlements to New Ordinary Shares will be aggregated and sold for the benefit of the Company under the Placing.

The Placing and Open Offer is conditional upon:

(i)         the passing of the resolutions to be proposed at the general meeting of the Company to be held on 8 November 2010; and

(ii)        admission of the New Ordinary Shares to listing on the Official List and to trading on the London Stock Exchange's main market becoming effective by not later than 8.00 a.m. on 11 November 2010 (or such later time and/or date as Singer Capital Markets and the Company may agree, not being later than 5.00 p.m. on 30 November 2010).

If any of such conditions are not satisfied the Placing and Open Offer will not proceed.

Further information on the Placing and Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, will be set out in the Prospectus.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date for entitlement to participate in the Open Offer	close of business on 20 October 2010
Announcement of the Placing and Open Offer, publication of the prospectus, Form of Proxy and the Certificated Application Form	21 October 2010
Ex-entitlements date for the Open Offer	21 October 2010
Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders	22 October 2010
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST	1 November 2010
Latest time for depositing Open Offer Entitlements into CREST	2 November 2010
Latest time and date for splitting Certificated Application Forms (to satisfy bona fida market claims only)	3.00 p.m. on 3 November 2010
Latest time for receipt of Forms of Proxy and electronic proxy appointments via the CREST system	11.00 a.m. on 4 November 2010
Latest time for receipt of completed Certificated Application Forms and payment in full under the Open Offer of settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 5 November 2010
Results of the Placing and Open Offer announced through a regulatory Information Service	8 November 2010
General Meeting	10.00 a.m. on 8 November
Anticipated admission of, and commencement of dealings in, the New Ordinary Shares	8.00 a.m. on 11 November 2010
New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST	11 November 2010
Expected date of despatch of definitive share certificates for New Ordinary Shares in certificated form	Within 7 days of admission

"Safe Harbor" Statement under the US Private Securities Litigation Reform Act of 1995: Some or all of the statements in this document that relate to future plans, expectations, events, performances and the like are forward-looking statements, as defined in the US Private Securities Litigation Reform Act of 1995. Actual results of events could differ materially from those described in the forward-looking statements due to a variety of factors.

Singer Capital Markets Limited ("Singer Capital Markets"), which is a member of the London Stock Exchange and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and no one else in connection with the Fundraising and Admission. It will not be responsible to anyone other than the Company for providing the protections afforded to customers of Singer Capital Markets or for advising any other person on the transactions and arrangements referred to herein. No representation or warranty, express or implied, is made by Singer Capital Markets as to any of the contents of this announcement for which the Company and the Directors are solely responsible. Singer Capital Markets has not authorised the contents of, or any part of, this announcement and (without limiting the statutory rights of any person to whom this announcement is issued) no liability whatsoever is accepted by Singer Capital Markets for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, for which the Company and the Directors are solely responsible.

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 either Singer Capital Markets or by any of their 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 expressly disclaimed.  

THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS.

Neither the content of Xaar's website nor any website accessible by hyperlinks on Xaar's website is incorporated in, or forms part of, this Announcement.

This Announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction into which the same would be unlawful. 

This Announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the New Ordinary Shares or any other securities to any person in Australia, Canada, Japan, New Zealand or South Africa, or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan, New Zealand or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, New Zealand or South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the US Securities Act of 1933, as amended, or under the applicable securities laws of Australia, Canada, Japan, New Zealand or South Africa. The ability of persons not resident in the United Kingdom to participate in the Fundraising may be affected by the laws of the relevant jurisdictions in which they are resident or incorporated. Such persons should inform themselves about and observe any applicable requirements in connection herewith. 

The New Ordinary Shares have not been and will not be registered under the US Securities Act 1933, as amended, or under the securities laws of any state or other jurisdiction of the United States or under any securities laws of Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction where to do so would be unlawful and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States, or within any of Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction where to do so would be unlawful. There will be no public offer of the New Ordinary Shares in the United States. 

The distribution of this Announcement and the offering of the New Ordinary Shares in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company or Singer Capital Markets 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 Singer Capital Markets to inform themselves about, and to observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement is for information only and does not constitute or form part of any offer or invitation to issue, acquire or dispose of any securities or investment advice in any jurisdiction. 

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of Xaar for the current or future financial years would necessarily match or exceed the historical published earnings per share of Xaar.

This Announcement includes statements that are, or may be deemed to be, "forward looking statements". These forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "projects", "estimates", "anticipates", "expects", "intends", "plans", "goal", "target", "aim", "may", "will", "would", "could", "should" or "continue" or, in each case, their negative or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the intentions, beliefs or current expectations of the Directors, the Company or the Group concerning, among other things, the Company's financial position and projections, business plan, financial model and future covenant ratios and compliance, the results of operations, prospects, growth, strategies and dividend policy of the Group and the industry in which it operates.

By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the Company's ability to control or predict. Forward looking statements are not guarantees of future performance. The Company's actual financial performance, results of operations, dividend policy and the development of the industry in which it operates may differ materially from the impression created by the forward looking statements contained in this Announcement. In addition, even if the financial performance, results of operations and dividend policy of the Company or the Group (as the case may be), and the development of the industry in which it operates, are consistent with the forward looking statements contained in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause these differences include, but are not limited to: the effect of the Fundraising on the Company; the Company's ability to generate growth or profitable growth; the Company's ability to generate sufficient cash over the longer term to service its debt; the Company's ability to control its capital expenditure and other costs; changes in the competitive framework in which the Company operates and its ability to retain market share; industry trends; general local and global economic, political, business and market conditions; significant changes in exchange rates, interest rates and tax rates; significant technological and market changes; future business combinations or dispositions; changes in government and other regulation, including in relation to the environment, health and safety and taxation; labour relations and work stoppages; and changes in business strategy or development plans. More detailed information on the potential factors which could affect the financial results of the Company is contained in the Company's public filings and reports.

The forward looking statements contained in this Announcement speak only as of the date of this Announcement. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules and/or the Prospectus Rules and/or the Disclosure and Transparency Rules) and as required by the FSA, the London Stock Exchange or the City Code, the Company does not undertake any obligation to update or revise publicly any forward looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward looking statements attributable to the Company or the Group or individuals acting on behalf of the Company or the Group are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in this Announcement which could cause actual results to differ before making an investment decision.

This Announcement should not be considered a recommendation by the Company or its directors, officers, employees, advisers or any of its respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of its parent undertakings in relation to any subscription for the New Ordinary Shares.  Prices and volumes of, and income from, securities may go down as well as up and an investor may not get back the amount invested.  It should be noted that past performance is no guide to future performance. You are advised to read this Announcement and, once available, the Prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Group's future performance and the industry in which it operates. Persons needing advice should consult an independent financial adviser.

 

END

 

 

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