Microsaic Systems plc (LON:MSYS), the high technology company which develops point-of-need mass spectrometers, designed to improve the efficiency of chemical and biological workflows, has announced that it has through Turner Pope Investments (TPI) Ltd conditionally raised £5 million, before expenses, by way of an oversubscribed placing of 5,000,000,000 new Ordinary Shares at a price of 0.1 pence per New Ordinary Share. A Conditional Broker Option granted to Turner Pope of up to 500,000,000 New Ordinary Shares at a price of 0.1 pence per New Ordinary Share is open until 5.00 p.m. on 22 January 2021.
It is intended that Gerard Brandon will join the Board as Non-executive Chairman and Dr Nigel Burton will join the Board as a Non-executive Director, in each case immediately upon completion of the proposed Placing, at which time the current Non-executive Chairman, Peter Grant and Non-executive Director, Eric Yeatman, will also step down from the Board. Eric Yeatman will be retained as a consultant to the Company.
The Transaction is, amongst other things, conditional upon each of the Resolutions being passed at the forthcoming General Meeting and includes:
— a Placing with certain institutional and other investors, to raise £5.0 million before expenses through the issue of 5,000,000,000 New Ordinary Shares at the Placing Price of 0.1 pence per New Ordinary Share.
— the Placing Price is at a discount of approximately 50 per cent. to the closing middle market price of 0.2 pence per Existing Ordinary Share on 15 January 2021, being the latest practicable date prior to the publication of this announcement;
— a Broker Option whereby the Broker, Turner Pope may conditionally allocate up to 500,000,000 New Ordinary Shares (in addition to the Placing Shares) (the “Broker Option Shares”) at the Placing Price in order to give the flexibility to meet any additional demand for New Ordinary Shares arising during the period from the announcement of the Transaction up to 5.00 p.m. on 22 January 2021;
— the issuance of the Fees Shares, whereby (i) 35,000,000 New Ordinary Shares are to be issued at the Placing Price in respect of the first year of fees due to Turner Pope for the provision of its broking services to the Company and (ii) 85,000,000 New Ordinary Shares are to be issued at the Placing Price in settlement of the first year’s fees of the Proposed Directors;
— the issuance of Broker Warrants, whereby transferable warrants are to be issued to JIM Nominees Limited (as nominee on behalf of Turner Pope) for up to 997,000,000 New Ordinary Shares, equivalent to 20 per cent. of the Placing Shares issued to non-director placees, exercisable at the Placing Price for two years from Admission, as part of the consideration payable to Turner Pope for its services as placing agent to the Transaction;
— proposed Board changes and proposed directors being appointed on the terms summarised in Section 9 below, and proposed Director Options and Warrants over 750,000,000 New Ordinary Shares on the terms and subject to the performance condition set out in Section 10 below; and
— a Share Reorganisation, further details of which are set out in Section 5 below, to enable shares to be issued at the Placing Price, which is below the current nominal value of the Ordinary Shares.
The proceeds receivable by the Company from the Transaction on Admission amount to £5.0 million (before expenses) and approximately £4.6 million (net of expenses) (assuming that no Broker Option Shares are issued). If the Broker Option Shares are issued in full, the proceeds receivable by the Company from the Transaction amount to £5.5 million (before expenses) and approximately £5.0 million (net of expenses).
The General Meeting has been convened for 10.00 a.m. on 4 February 2021. As explained in the Notice, due to the current restrictions relating to Covid-19 the meeting will not be held in any particular place, and shareholders will not be entitled to attend the meeting but are encouraged to cast their votes by proxy to arrive no later than 10.00 a.m. on 2 February 2021. Instructions for voting can be found in Section 14 below.
Related Party Transactions
Certain aspects of the Transaction are deemed to constitute related party transactions pursuant to Rule 13 and Rule 16 of the AIM rules. Please see Section 8 of the letter from the Chairman for further information.
Glenn Tracey, Microsaic Systems plc CEO, commented:
“We are delighted to receive substantial support from our existing investors, and a significant number of new investors introduced by Turner Pope. The net funds from the Placing will fund the commercialisation of Microsaic’s current miniaturised products and services, provide funds to further develop Microsaic’s product and service portfolio and fund general working capital purposes to drive increased revenues by collaborations and revenue sharing opportunities that build and extend our existing sales, marketing and distribution channels.”
Reproduced below without material adjustment is the Expected Timetable of Principal Events, Key Statistics and an extract from the Chairman’s letter to Shareholders, the full text of which will be contained within the Circular expected to be posted to Shareholders today.
