Corero Network Sec. - Placing & Subscription & Notice of General Meeting
Capitalised terms in this announcement shall have the same meaning as in the Circular that will be posted to shareholders today.
Placing and Subscription to raise up to
· to support SmartWall sales and marketing activities in the US and
· for further development of the SmartWall product; and
· for the general working capital requirements for the Group.
The Placing and Subscription will require the issue and allotment by the Company of up to 92,857,143 new Ordinary Shares at the Placing Price of 3.5 pence per Ordinary Share to certain investors, including certain Directors, institutions and individual shareholders.
The Placing and Subscription are conditional, inter alia, upon Shareholders approving the Resolutions contained in a Notice of General Meeting to be sent to Shareholders today. Admission is expected to occur no later than
Background to and reasons for the Transaction
Use of proceeds
The Company intends to raise up to
The net proceeds of the Transaction will be deployed to support SmartWall sales and marketing activities in the US and
The Placing and Subscription
Details of the Placing
The Company has conditionally raised up to approximately
The Placing is conditional, inter alia, upon:
(a) the passing of the Resolutions at the General Meeting by Shareholders;
(b) the Placing Agreement becoming or being declared unconditional in all respects and not having been terminated in accordance with its terms prior to Admission;
(c) the Subscription Agreements becoming or being declared unconditional in all respects and not having been terminated in accordance with their terms prior to Admission; and
(d) Admission becoming effective by no later than
If any of the conditions are not satisfied, the Placing Shares will not be issued and all monies received from the Placees will be returned to the Placees (at the Placees' risk and without interest) as soon as possible thereafter. The Placing is not being underwritten.
The Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.
Details of the Subscription
The Company intends to conditionally raise approximately
The Subscription is conditional upon the passing of the Resolutions at the General Meeting by Shareholders and Admission. The Subscription is not being underwritten and the Subscription may not be fully subscribed.
The Subscription Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.
Under Juniper's Subscription Agreement, if any other Subscriber and/or any other Placee defaults under his or its Subscription Agreement or placing commitment and does not subscribe for some or all of the Subscription Shares and/or Placing Shares specified therein, Juniper shall, if applicable, reduce the number of Subscription Shares which it will subscribe for in the Subscription to such number as to ensure that, on Admission, Juniper will only hold such number of Ordinary Shares as will represent no more than 9.99 per cent. of the Company's issued share capital at that date.
As a result of the obligations imposed by Rule 9 of the City Code on Takeovers and Mergers (the "Code"), if the Subscription and the Placing become unconditional then, if any other Subscriber and/or any other Placee defaults under his or its Subscription Agreement or placing commitment and does not subscribe for some or all of the Subscription Shares and/or Placing Shares specified therein,
Admission, Settlement and Dealings
Application will be made to the
Directors' Participation in the Transaction and Related Party Transaction
Number of Ordinary Shares held on
Number of New Ordinary Shares to be subscribed for in the Subscription
Resulting number of Ordinary Shares held immediately following Admission
Resulting holding as a percentage of the Enlarged Share Capital
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* of which 33,674,846 Ordinary Shares are held in the name of
** which will be subscribed for by
The intended participation in the Subscription by
The Directors do not currently have the authority to allot all of the New Ordinary Shares on a non-pre-emptive basis and, accordingly, the Board is seeking the approval of Shareholders to allot the New Ordinary Shares at the General Meeting. In addition, the Board is seeking the approval of shareholders to dis-apply pre-emption rights in respect of the New Ordinary Shares.
A notice is being sent to shareholders convening a general meeting of the Company to be held at
1. authority for the Directors to allot the New Ordinary Shares up to a maximum aggregate amount of
2. the disapplication of the statutory pre-emption rights in connection with the allotment of up to 92,857,143 New Ordinary Shares pursuant to the Placing and Subscription.
To be passed, Resolution 1 (proposed to be passed as an ordinary resolution) will require a simple majority, and Resolution 2 (proposed to be passed as a special resolution) will require a majority of not less than 75 per cent. of persons voting in person or by proxy in favour of the relevant Resolution.
The authorities to be granted pursuant to Resolutions 1 and 2 shall expire on whichever is the earlier of the conclusion of the next Annual General Meeting of the Company or the date falling six months from the date of the passing of Resolutions 1 and 2 (unless renewed, varied or revoked by the Company prior to or on that date) and shall be in addition to the Directors' authorities to allot relevant securities and dis-apply statutory pre-emption rights granted at the Company's Annual General Meeting held on
Circular and Form of Proxy
A Circular and Form of Proxy will be sent to Shareholders today and will be available from the Company's website: https://www.corero.com/investors/
The Directors consider the Placing and Subscription to be in the best interests of the Company and its Shareholders as a whole. The Directors unanimously recommend that Shareholders vote in favour of all the Resolutions at the General Meeting, as they intend to do in respect of their own beneficial holdings, representing, in aggregate, approximately 39.18 per cent. of the Existing Ordinary Shares.
The Placing and Subscription are conditional, inter alia, upon the passing of the Resolutions at the General Meeting. Shareholders should be aware that if the Resolutions are not approved at the General Meeting, the Placing and Subscription will not proceed and the Group will need to seek alternative financing. There can be no guarantee that alternative financing will be available to the Company in the required amounts or on acceptable terms for the ongoing working capital requirements of the Group.
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Tel: 01895 876 382
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Cenkos Securities plc
Tel: 020 7397 8900
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Tel: 020 7390 0230
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The information contained within this announcement was deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 prior to release of this announcement. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
The distribution of this announcement and the offering of the Placing Shares and the Subscription Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Cenkos Securities plc that would permit an offering of such shares or possession or distribution of this announcement or any other offering or public 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 Cenkos Securities plc 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 Cenkos Securities plc 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.
Cenkos Securities plc, which is authorised and regulated in the
This information is provided by RNS, the news service of the
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Market Cap: £40.83 m
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