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Cadence Minerals (AIM/NEX: KDNC; OTC: KDNCY) is pleased to announce that it has raised £1.3 million through a placing (“Placing”) of 866,666,663 new ordinary shares (“Placing Shares”) in the capital of the Company with new and existing investors. The Placing is being made at an issue price of 0.15 pence per share (“Placing Price”), representing approximately 21% discount to closing price of the Company’s ordinary shares on the business day prior to this announcement.
The Company expects to use the proceeds of this fundraise to fulfil the initial exploration expenditure on the Australian lithium assets, as announced on the 4 March 2019, ongoing due diligence and project review across several potential investments and for general working capital.
The Company has entered into a placing agreement (“Placing Agreement”) with WH Ireland pursuant to which terms WH Ireland agreed to arrange the Placing. The Company has given certain customary warranties and indemnities under the Placing Agreement in favour of WH Ireland. Completion of the Placing is subject to the satisfaction of the conditions contained in the Placing Agreement including, but not limited to, Admission.
Your attention is drawn to the detailed terms and conditions of the Placing set out in the Appendix to this Announcement (which forms part of this Announcement).
The Appendix to this Announcement contains the detailed terms and conditions of the Placing and the basis on which investors agreed to participate in the Placing. The Placing has not been underwritten by WH Ireland. Placees are deemed to have read and understood this Announcement in its entirety, including the Appendix, and to have made their offer on the terms and subject to the conditions contained herein and to have given the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.
The Placing Shares will be issued, credited as fully paid, and will rank pari passu with the existing Ordinary Shares in issue in the capital of the Company, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of such shares after the date of their issue.
Admission and Settlement
Application will be made for the admission to trading on the AIM market (“AIM”) of London Stock Exchange plc (“LSE”) and to the NEX Exchange Growth Market (“NEX”) which is operated by NEX Exchange Limited (“NEXE”) of the Placing Shares (“Admission”). Admission is expected to occur on or around 08 April 2019. Following Admission, the Company will have 8,718,107,002 Ordinary Shares in issue. There are no shares held in treasury. The total voting rights in the Company is therefore 8,718,107,002 and Shareholders may use this figure as the denominator by which they are required to notify their interest in, or change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.
This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (“MAR”). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.
– Ends –
For further information, please contact:
Cadence Minerals plc
+44 (0) 207 440 0647
WH Ireland Limited (NOMAD & Broker)
+44 (0) 207 220 1666
Novum Securities Limited (Joint Broker)
+44 (0) 207 399 9400
TERMS AND CONDITIONS OF THE PLACING
THE PLACING ANNOUNCEMENT (“ANNOUNCEMENT”) OF CADENCE MINERALS PLC (THE “COMPANY” OR “CADENCE”) WHICH ACCOMPANIES THESE TERMS AND CONDITIONS AND THE INFORMATION CONTAINED IN THE ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM A PROHIBITED JURISDICTION.
TERMS DEFINED IN THE ANNOUNCEMENT SHALL HAVE THE SAME MEANINGS IN THESE TERMS AND CONDITIONS, SAVE AS DEFINED OR PROVIDED FOR OTHERWISE.
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AS AMENDED, (“QUALIFIED INVESTORS”) BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC (AS AMENDED BY DIRECTIVE 2010/73/EC)) AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE “PROSPECTUS DIRECTIVE”); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE “INVESTMENT PROFESSIONALS” FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC”) OF THE ORDER; AND (C) PERSONS OUTSIDE OF THE UNITED KINGDOM TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS OF THE STATE IN WHICH THEY ARE A NATIONAL AND/OR RESIDENT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”).
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THE ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.
EACH PLACEE (BEING THE PERSON PROCURED BY WH IRELAND LIMITED (“WH IRELAND”)) TO SUBSCRIBE FOR PLACING SHARES SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF ANY INVESTMENT IN PLACING SHARES.
Persons who are invited to and who choose to participate in the Placing, by making (or on whose behalf there is made) an oral or written offer to subscribe for Placing Shares (the “Placees”), will be deemed to have read and understood the Announcement, including these Terms and Conditions, in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained in these Terms and Conditions. In particular, each such Placee represents, warrants and acknowledges to WH Ireland and the Company that:
1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it in that capacity; and
2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (a) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area (the “EEA”) which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of WH Ireland has been given to the offer or resale; or (b) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons.
The Company and WH Ireland will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings. WH Ireland does not make any representation to any Placees regarding an investment in the Placing Shares referred to in the Announcement (including these Terms and Conditions).
This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unauthorised or unlawful and any failure to comply with these restrictions may constitute a violation of applicable securities laws in such jurisdiction. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in any jurisdiction in which it is unlawful to do so (“Prohibited Jurisdiction”). Persons (including, without limitation, custodians, nominees and trustees) into whose possession the Announcement and these Terms and Conditions may come are required by the Company to inform themselves about and to observe any restrictions of transfer of the Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.
In particular, the Placing Shares referred to in the Announcement have not been and will not be registered under the Securities Act or any laws of or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares or any other securities is being made in the United States. No money, securities or other consideration from any person inside the United States is being solicited pursuant to the Announcement or the Placing and, if sent in response to the information contained in the Announcement, will not be accepted. This Announcement is not an offer of securities for sale into the United States.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of the Announcement. Any representation to the contrary is a criminal offence in the United States.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of a Prohibited Jurisdiction. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold resold or delivered, directly or indirectly, in or into a Prohibited Jurisdiction.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of these Terms and Conditions or the Announcement of which it forms part should seek appropriate advice before taking any action.
Terms defined elsewhere in the Announcement have the same meaning in these Terms and Conditions, unless the context requires otherwise.
Various dates referred to in the Announcement are stated on the basis of the expected timetable for the Placing. It is possible that some of these dates may be changed. The expected date for Admission is on or around 08 April 2019 and, in any event, the latest date for Admission is 25 April 2019 (the “Long Stop Date”).
WH Ireland has entered into a Placing Agreement with the Company under which WH Ireland has undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price, being 0.15 pence per Placing Share, on the terms and subject to the conditions set out in these Terms and Conditions. To the extent WH Ireland does not procure subscribers for Placing Shares as required, including those Placees procured by the Company, WH Ireland will not itself subscribe for such shares.
These Terms and Conditions give details of the terms and conditions of, and the mechanics of the participation of the Placees in, the Placing.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in issue (“Existing Ordinary Shares”), including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Existing Ordinary Shares after the date of issue of the Placing Shares.
WH Ireland and the Company reserve the right to scale back the number of Placing Shares to be allotted to any Placee in the event of an oversubscription under the Placing. WH Ireland and the Company also reserve the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.
Each Placee will be required to pay to WH Ireland, on the Company’s behalf, an amount equal to the product of the Placing Price and the number of Placing Shares that such Placee is required to be allotted in accordance with the terms set out in or referred to in these Terms and Conditions. Each Placee’s obligation to be allotted and pay for Placing Shares under the Placing will be owed to each of the Company and WH Ireland. Each Placee will be deemed to have read these Terms and Conditions in their entirety.
Neither WH Ireland nor or any shareholder, director, officer, employee or agent of WH Ireland or any of their group companies will have any liability (subject to applicable legislation and regulations) to Placees or to any person other than the Company in respect of the Placing.
Application for Admission to Trading on AIM
Application will be made to the LSE for the Placing Shares to be admitted to trading on AIM and on the NEX. It is expected that Admission will take place at 8.00 am on or around 08 April 2019 (or such later date as may be agreed between the Company and WH Ireland, provided that such date is no later than 25 April 2019 (the “Long Stop Date”).
Participation in, and principal terms of, the Placing
Participation in the Placing is only available to persons who may lawfully be, and are, invited to participate in it by WH Ireland.
1. WH Ireland is arranging the Placing as sole placing agent and broker of the Company.
2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by WH Ireland. WH Ireland and its respective affiliates are entitled to acquire Placing Shares as principal.
3. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion. The final allocations of the Placing Shares (including as to the identity of the Placees and the number of shares allocated to each Placee at the Placing Price) shall be determined by WH Ireland in their absolute discretion.
4. Each Placee’s allocation will be confirmed to Placees orally, or by email, by WH Irelandand a trade confirmation or contract note will be dispatched as soon as possible thereafter (the “Contract Note”). These Terms and Conditions will be deemed to be incorporated into the Contract Note. WH Ireland‘s oral or emailed confirmation to such Placee will constitute an irrevocable and legally binding commitment upon such person (who will at that point become a Placee) in favour of WH Ireland and the Company, under which it agrees to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in these Terms and Conditions (which are deemed to be incorporated in such trade confirmation or contract note) and in accordance with the Company’s articles of association (“Articles of Association”).
5. Any acquisition of Placing Shares will be made on the terms and subject to the conditions in these Terms and Conditions and will be legally binding on the Placee on behalf of which it is made and, except with WH Ireland‘s consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, to pay WH Ireland (or as WH Ireland may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares for which such Placee has agreed to subscribe. Each Placee’s obligations will be owed to WH Ireland.
10. Irrespective of the time at which a Placee’s allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under “Settlement”.
11. All obligations under the Placing will be subject to fulfilment of the conditions referred to below under “Conditions to the Placing” and to the Placing not being terminated on the basis referred to below under “Conditions to the Placing”.
12. By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
13. To the fullest extent permissible by law and the applicable rules of AIM, neither WH Ireland not any of its respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and WH Ireland shall not have any liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither WH Ireland nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Placing.
14. In making an investment decision, Placees must rely on their own examination of the Company and its prospects and the terms of the Placing, including the merit and risks involved in investing in the Placing Shares.
15. Settlement will occur on a date to be advised but is expected to be on or around 08 April 2019 (“Closing Date”).
All such times and dates will be subject to amendment at WH Ireland’s discretion, except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date.
The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require a prospectus in the United Kingdom or in any other jurisdiction. No offering document or prospectus has been or will be submitted to be approved by the Financial Conduct Authority, the LSE, NEXE or any other regulatory body in relation to the Placing and Placees’ commitments in respect of Placing Shares will be made solely on the basis of the information contained in the Announcement and the terms and conditions contained in these Terms and Conditions.
Settlement of transactions in the Placing Shares will take place inside the CREST system.
Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery versus payment basis within the CREST system administered by Euroclear UK and Ireland Limited (“CREST”).
The Company will procure the delivery of the Placing Shares to CREST accounts operated by WH Ireland for the Company and WH Ireland will enter its delivery (DEL) instructions into the CREST system. The input to CREST by each Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.
The Company reserves the right to require settlement for and delivery of the Placing Shares (or a portion thereof) to any Placee in any form it requires if, in WH Ireland’s opinion, delivery or settlement is not possible or practicable within CREST or would not be consistent with the regulatory requirements in the Placee’s jurisdiction.
Following the close of the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note stating the number of Placing Shares, the Placing Price and the subscription amount payable to be allocated to it and will be required to provide WH Ireland with funds sufficient to purchase such securities prior to the Closing Date.
Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares allocated to that Placee on such Placee’s behalf and retain from the proceeds, for the Company’s account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee’s behalf.
It is expected that settlement will take place on or about 08 April 2019 in CREST on a T+10 basis in accordance with the instructions set out in the trade confirmation. Settlement will be through WH Ireland against CREST ID: 601 A/C: WRCLT.
Following the close of the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation(s) stating the number of Placing Shares to be allocated to it at the Placing Price and settlement instructions.
Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the applicable registration and settlement procedures, including if applicable, CREST rules and regulations and settlement instructions that it has in place with WH Ireland.
If the Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.
Trade date: 25 March 2019
Settlement date: 08 April 2019 (Electronic)
ISIN code for the Placing Shares: GB00B067JC96
No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee’s nominee provided that the Placing Shares are not issued to a person whose business is or includes issuing depositary receipts or the provision of clearance services or to an agent or nominee for any such person.
The agreement to settle a Placee’s subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor WH Ireland will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and WH Ireland in the event that the Company or WH Ireland has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify WH Ireland accordingly.
In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.
WH Ireland has entered into the Placing Agreement with the Company under which WH Ireland has agreed on a conditional basis to use its reasonable endeavours as agent of the Company to procure Placees at the Placing Price for the Placing Shares. WH Ireland is granted standard placing commissions and broker warrant over ordinary shares.
Conditions to the Placing
The Placing is conditional on, among other things:
1. the Company having complied with its obligations and satisfying all conditions to be satisfied by them under the Placing Agreement or these Terms and Conditions which fall to be performed or satisfied on or prior to Admission;
2. the Placing Agreement not being terminated in accordance with its terms by WH Ireland;
3. Admission taking place by the relevant time and date to be stated in the Announcement; and
4. the Placing Agreement becoming unconditional in all other respects.
· any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived (if capable of being waived) by WH Ireland by the respective time or date where specified (or such later time or date as the Company and WH Ireland may agree);
· any of such conditions becomes incapable of being fulfilled; or
· the Placing Agreement is terminated in the circumstances specified below,
the Placing in relation to the Placing Shares will lapse and the Placee’s rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.
WH Ireland may, in its absolute discretion, upon such terms as it thinks fit, waive compliance by the Company with certain of the Company’s obligations in relation to the conditions in the Placing Agreement save that the certain conditions including the condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect the Placees’ commitments as set out in the Announcement.
WH Ireland reserves the right to waive or extend the time and or date for the fulfilment of any of the conditions in the Placing Agreement to a time no later than 8.00 a.m. on the Long Stop Date.
If any condition in the Placing Agreement is not fulfilled or waived by WH Ireland by the relevant time, the Placing will lapse and each Placee’s rights and obligations in respect of the Placing will cease and terminate at such time.
Neither the Company nor WH Ireland shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and /or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Company and WH Ireland.
The Placing Agreement may be terminated by WH Ireland at any time prior to Admission in certain circumstances including, among other things, following the Company failing to comply with its obligations under the Placing Agreement or the occurrence of certain force majeure events. The exercise of any right of termination pursuant to the Placing Agreement, any waiver of any condition in the Placing Agreement and any decision by WH Ireland whether or not to extend the time for satisfaction of any condition in the Placing Agreement will be within the absolute discretion of WH Ireland. Following Admission, the Placing Agreement is not capable of rescission or termination in respect of the Placing.
The rights and obligations of the Placees shall terminate only in the circumstances described in these terms and conditions and will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by WH Ireland of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of WH Ireland, and that WH Ireland need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.
The offering of Placing Shares and the agreement arising from acceptance of the Placing is personal to each Placee and does not constitute an offering to any other person or to the public. A Placee may not assign, transfer, or in any other manner, deal with its rights or obligations under the agreement arising from the acceptance of the Placing, without the prior written agreement of WH Ireland in accordance with all relevant legal requirements.
A Placee’s entitlement to receive any Placing Shares under the Placing will be conditional on WH Ireland‘s receipt of payment in full for such Placing Shares by the relevant time to be stated in the written confirmation referred to above, or by such later time and date as WH Ireland and the Company may in their absolute discretion determine, and otherwise in accordance with that confirmation’s terms.
If any Placee fails to make such payment by the required time for any Placing Shares:
(1) the Company may release itself, and (if at its absolute discretion it decides to do so) will be released from, all obligations it may have to allot and/or issue any such Placing Shares to such Placee or at its direction which are then unallotted and/or unissued;
(2) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the full extent permitted under its Articles of Association or by law and to the extent that such Placee then has any interest in or rights in respect of any such shares;
(3) the Company or WH Ireland may sell (and each of them is irrevocably authorised by such Placee to do so) all or any of such shares on such Placee’s behalf and then retain from the proceeds, for the account and benefit of the Company relating to (or where applicable and in relation to (iii) below only, WH Ireland): (i) any amount up to the total amount due to it as, or in respect of, allotment monies, or as interest on such monies, for any Placing Shares, (ii) any amount required to cover any stamp duty or stamp duty reserve tax arising on the sale, and (iii) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and
(4) such Placee will remain liable to the Company and to WH Ireland for the full amount of any losses and of any costs which either of them may suffer or incur as a result of it (i) not receiving payment in full for such Placing Shares by the required time, and/or (ii) the sale of any such Placing Shares to any other person at whatever price and on whatever terms as are actually obtained for such sale by or for it. Interest may be charged in respect of payments not received by WH Ireland for value by the required time referred to above at the rate of two percentage points above the base rate of Barclays Bank plc.
Placees’ representations, warranties and undertakings to the Company and WH Ireland
By agreeing with WH Ireland to acquire Placing Shares under the Placing, each Placee (and any person acting on a Placee’s behalf) irrevocably acknowledges and confirms and represents and warrants and undertakes to, and agrees with, each of the Company and WH Ireland (in its capacity as placing agent) and each of its affiliates, in each case as a fundamental term of such Placee’s acceptance of its Placing participation and of the Company’s obligation to allot and/or issue any Placing Shares to it or at its direction, that:
(a) it has read the Announcement in full, including these Terms and Conditions, and agrees to and accepts all the terms set out in the Announcement, including these Terms and Conditions and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained therein;
(b) its rights and obligations in respect of the Placing will terminate only in the circumstances referred to in these Terms and Conditions and will not be subject to rescission or termination by it in any circumstances;
(c) it accepts that the content of the Announcement is exclusively the responsibility of the Company and that neither WH Ireland nor any person acting on its respective behalf has or shall have any liability for any information, representation or statement contained in the Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee’s decision to participate in the Placing based on any information, representation or statement contained in the Announcement or otherwise;
(d) the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in the Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any WH Ireland or the Company or their respective directors, employees, officers or agents or any other person and neither of WH Ireland nor the Company, including employees or agents nor any person acting on behalf of any of WH Ireland or the Company will be liable for any Placee’s decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement;
(e) it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;
(f) it has not been, and will not be, given any warranty or representation in relation to the Placing Shares or to the Company or to any other member of its Group in connection with the Placing, other than (i) as included in the Announcement by the person(s) responsible for the Announcement, (ii) by the Company as included in this document, and (iii) by the Company to the effect that (1) the Announcement will comply with all relevant requirements of the AIM Rules for Companies at the time of its publication and (2) at the time that the Placee enters into a legally binding commitment to be allotted Placing Shares pursuant to the Placing the Company will not then be in breach of its obligations under the AIM Rules for Companies or applicable law to disclose publicly in the correct manner all such information as is required to be so disclosed by the Company;
(g) it has not relied on any representation or warranty in reaching its decision to be allotted Placing Shares under the Placing, save as given or made by the Company as referred to in the previous paragraph;
(h) it is not a client of WH Ireland in relation to the Placing and WH Ireland is not acting for it in connection with the Placing and will not be responsible to it in respect of the Placing for providing protections afforded to it or its clients under the rules of the FCA (the “FCA Rules”) or for advising it with regard to the Placing Shares and WH Ireland shall not be responsible to it or any other person for providing the protections afforded to its customers whether under the FCA Rules or otherwise, or for advising it or any other person in respect of or in connection with such arrangements. In addition any payment by it will not be treated as client money governed by the FCA Rules. It agrees that WH Ireland shall not be liable to it for any matter arising out of its role as placing agent or otherwise in connection with the Placing and that, where any such liability nevertheless arises as a matter of law, it will immediately waive any claim against WH Ireland which it may have in respect thereof;
(i) it (or any person acting on its behalf) will pay the full allotment amount at the Placing Price as and when required in respect of all Placing Shares for which it is required to be allotted under its Placing participation and will do all things necessary on its part to ensure that payment for such shares and their delivery to it or at its direction is completed in accordance with the standing CREST instructions (or, where applicable, standing certificated settlement instructions) that it has or puts in place with WH Ireland, failing which the relevant Placing Shares may be placed with other placees or sold as WH Ireland may, in its sole discretion and without liability to such Placee decide, and it will remain liable for the shortfall below the net proceeds of such sale and the placing proceeds of the Placing Shares, and may be required to bear any stamp duty or stamp duty reserve tax which may arise upon the placing or sale of such Placee’s Placing Shares on its behalf;
(j) its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to be allotted, and that the Company and/or WH Ireland may call upon it to be allotted a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
(k) it is entitled to be allotted Placing Shares under the laws of all relevant jurisdictions which apply to it and it has complied, and will fully comply, with all such laws (including where applicable, the Criminal Justice Act 1993 (“CJA”), Market Abuse Regulation EU No 596/2014 (“The Market Abuse Regulation”), money laundering and terrorist financing under the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2003, the Terrorism Act 2006, the Money Laundering Regulations 2007 and part VIII of the Financial Services and Markets Act 2000 (the “Regulations”)) and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such allotment, and it will provide promptly to WH Ireland such evidence, if any, as to the identity or location or legal status of any person which WH Ireland may request from it in connection with the Placing (for the purpose of complying with any such laws or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by WH Ireland on the basis that any failure by it to do so may result in the number of Placing Shares that are to be allotted and/or issued to it or at its direction pursuant to the Placing being reduced to such number, or to nil, as WH Ireland may decide at its sole discretion;
(l) unless paragraph (m) below applies, it has neither received nor relied on any inside information (for the purpose of and section 56 of the CJA) in relation to its participation in the Placing;
(m) if it has received any inside information (for the purposes of the Market Abuse Regulation and section 56 of the CJA) in relation to the Company and its securities, it confirms that it has not: (a) dealt (or attempted to deal) in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed inside information to any person, prior to the information being made publicly available;
(n) that it has identified its clients in accordance with the Regulations and that it has complied fully with its obligations pursuant to the Regulations;
(o) it has observed the laws of all requisite territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action which will or might result in the Company, or WH Ireland acting in breach of the regulatory or legal requirements of any territory in connection with the Placing, application for Placing Shares or the admission to AIM and NEXE of the Placing Shares;
(p) it will not distribute any press announcement relating to the Placing or any other offering material, directly or indirectly, in or into a Prohibited Jurisdiction;
(q) it has complied and will comply with all applicable provisions of FSMA with respect to anything done or to be done by it in relation to any Placing Shares in, from or otherwise involving the United Kingdom and it has not made or communicated or caused to be made or communicated, and it will not make or communicate or cause to be made or communicated, any “financial promotion” in relation to Placing Shares in contravention of section 21 of FSMA;
(r) it is a Relevant Person and it is acting as principal only in respect of the Placing or, if it is acting for any other person (i) it is duly authorised to do so, (ii) it is and will remain liable to the Company and/or WH Ireland for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person), (iii) it is both an “authorised person” for the purposes of FSMA and a “qualified investor” as defined at Article 2.1(e)(i) of the Prospectus Directive acting as agent for such person, and (iv) such person is either (1) a Qualified Investor or (2) its “client” (as defined in section 86(2) of FSMA) that has engaged it to act as his agent on terms which enable it to make decisions concerning the Placing or any other offers of transferable securities on his behalf without reference to him;
(s) in the case of a Relevant Person who acquires any Placing Shares pursuant to the Placing acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, it represents and warrants that:
(i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons other than Relevant Persons or in circumstances in which the prior consent of WH Ireland has been given to the offer or resale; or
(ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Relevant Persons, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;
(t) the Placee acknowledges that no offering document, admission document or prospectus has been, or will be, prepared in connection with the Placing and it has not received a prospectus, admission document or other offering document in connection therewith;
(u) it has not and will not make any offer to the public of the Placing Shares for the purposes of section 102B FSMA;
(v) it agrees to be bound by the terms of the Articles of Association;
(w) nothing has been done or will be done by it in relation to the Placing or to any Placing Shares that has resulted or will result in any person being required to publish a prospectus in relation to the Company or to any shares in the capital of the Company in accordance with FSMA or the UK Prospectus Rules or in accordance with any other laws applicable in any part of the European Union or the European Economic Area;
(x) (i) it is not, and is not acting in relation to the Placing as nominee or agent for, a person who is or may be liable to stamp duty or stamp duty reserve tax in respect of any agreement to acquire (or any acquisition of) shares or other securities at a rate in excess of 0.5% (including, without limitation, under sections 67, 70, 93 or 96 of the Finance Act 1986 concerning depositary receipts and clearance services), and the allocation, allotment, issue and/or delivery to it, or any person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any such section, (ii) the person whom it specifies for registration as holder of Placing Shares will be the Placee or the Placee’s nominee, and (iii) neither WH Ireland nor the Company will be responsible to it or anyone else for any liability to pay stamp duty or stamp duty reserve tax resulting from any breach of, or non-compliance, with this paragraph. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and WH Irelandin respect of the same on the basis that the Placing Shares will be allotted to the CREST account or its affiliate or agent who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;
(y) it will not treat any Placing Shares in any manner that would contravene any legal or regulatory requirement applicable in any territory or jurisdiction and no aspect of its participation in the Placing will contravene any legal or regulatory requirement applicable in any territory or jurisdiction in any respect or cause the Company or WH Ireland or their respective directors, officers, employees or agents to contravene any such legal or regulatory requirement in any respect and it has obtained all governmental and other consents which may be required under the laws of the applicable territory or jurisdiction;
(z) if a Placee is a resident in the UK: i) it is a “qualified investor” within the meaning of Section 86(7) of FSMA; ii) it is a person of a kind described in Article 19 and/or Article 49 and/or 43 (2) of the Order and it understands that the information contained in these Terms and Conditions is only directed at any of the following: (A) persons falling within Article 19 of the Order having professional experience in matters relating to investments; (B) persons falling within Article 49 of the Order (including companies and unincorporated associations of high net worth and trusts of high value); or (C) persons to whom it would otherwise be lawful to distribute it; and that, accordingly, any investment or investment activity to which these Terms and Conditions relates is available to it as such a person or will be engaged in only with it as such a person;
(aa) if a Placee is an investor located within a member state of the European Economic Area, it is: (i) a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive; and (ii) a “professional client” or an “eligible counterparty” within the meaning of Article 4(1)(11) and Article 24(2), (3) and (4), respectively, of Directive 2004/39/EC as implemented into national law of the relevant EEA state;
(bb) (applicable terms and expressions used in this paragraph have the meanings that they have in Regulation S made under the US Securities Act) (i) the Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any State of or other jurisdiction within the United States, (ii) the Placing Shares will not be offered or sold, resold, or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any US person (as defined in Regulation S under the US Securities Act), (iii) it has not offered, sold or delivered and will not offer sell or deliver any of the Placing Shares to persons within the United States, directly or indirectly, (iv) neither it, its affiliates, nor any persons acting on its behalf, has engaged or will engage in any directed selling efforts with respect to the Placing Shares, (v) it will not be receiving Placing Shares with a view to resale in or into the United States, and (vi) it will not distribute this document or any offering material relating to Placing Shares, directly or indirectly, in or into the United States or to any persons resident in the United States;
(cc) it is not and, if different, the intended beneficial owner of the Placing Shares allocated to it is not, and at the time the Placing Shares are acquired will not be, a resident or national of a Prohibited Jurisdiction or a corporation, partnership or other entity organised under the laws of a Prohibited Jurisdiction, and the Placing Shares have not been and will not be registered under the securities legislation of a Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into a Prohibited Jurisdiction;
(dd) the Placee has consented to receive information in respect of securities of the Company and other price-affected securities (as defined in FSMA) which makes it an “insider” for the purposes of Part V of FSMA and the Market Abuse Regulation, and it agrees not to deal in any securities of the Company until such time as the inside information (as defined in FSMA) of which it has been made aware has been made public for purposes of FSMA or it has been notified by WH Ireland or the Company that the proposed Placing will not proceed and any unpublished price sensitive information of which the Placee is aware has been publicly announced, and, other than in respect of its knowledge of the proposed Placing, it has neither received nor relied on any confidential price sensitive information concerning the Company or the Placing Shares;
(ee) where the Placee is acquiring Placing Shares for one or more managed accounts, it represents and warrants that it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgments, undertakings and agreements in these Terms and Conditions; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by WH Ireland;
(ff) WH Ireland may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any other WH Ireland person to do so;
(gg) time is of the essence as regards its obligations under these Terms and Conditions;
(hh) each right or remedy of the Company and WH Ireland provided for in these Terms and Conditions is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part will not preclude the subsequent exercise of any such right or remedy;
(ii) any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to WH Ireland:
(jj) nothing in these Terms and Conditions will exclude any liability of any person (i) for any contents of the Announcement as a result of such person being responsible for such contents pursuant to the AIM Rules for Companies or applicable law or (ii) for fraud on its part, and all times and dates in these Terms and Conditions are subject to amendment at the discretion of WH Ireland except that in no circumstances will the date scheduled for Admission be later than the Long Stop Date;
(kk) none of its rights or obligations in respect of the Placing is conditional on any other person agreeing to be allotted any Placing Shares under the Placing and no failure by any other Placee to meet any of its obligations in respect of the Placing will affect any of its obligations in respect of the Placing;
(ll) it has substantial experience in evaluating and investing in shares of companies similar to the Company such that it is capable of evaluating the merits and risks of an investment in the Company, it has such knowledge and experience in financial and business matters as to be capable of protecting its own interests and evaluating the merits and risks of an investment in the Company and it is able to bear the economic risk of a complete loss of its investment in the Company;
(mm) it has made an investigation of the pertinent facts relating to the operation of the Company to the extent it deems necessary in order to be fully informed with respect thereto;
(nn) it will indemnify on an after tax basis and hold the Company and WH Ireland and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in these Terms and Conditions and further agrees that the provisions of these Terms and Conditionsshall survive after completion of the Placing;
(oo) WH Ireland does not have any duty to it similar or comparable to rules of “best execution”, “suitability” and “risk warnings” as set out in the Conduct of Business Sourcebook of the FCA;
(pp) it accepts that it is not relying on WH Ireland to advise whether or not the Placing Shares are in any way a suitable investment for it;
(qq) it is entitled to subscribe for or purchase the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities;
(rr) it irrevocably appoints any director or employee of WH Ireland as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares being issued to it;
(ss) it is not presently acting in concert, as defined in the City Code on Takeovers and Mergers, with any existing shareholder or other Placee;
(tt) each right or remedy of the Company and WH Ireland provided for in these Terms and Conditions is in addition to any other right or remedy which is available to such person and the exercise of any such right or remedy in whole or in part shall not preclude the subsequent exercise of any such right or remedy;
(uu) none of its rights or obligations in respect of the Placing is conditional on any other person agreeing to acquire any Placing Shares under the Placing and no failure by any other Placee to meet any of its obligations in respect of the Placing shall affect any of its obligations in respect of the Placing;
(vv) WH Ireland does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement; and
(ww) the Placee agrees that the Company and WH Ireland will rely upon the truth and accuracy of the foregoing conformations, representations, warranties, acknowledgements undertakings and agreements which are given by each Placee (or persons acting on their behalf) to WH Ireland and the Company and are irrevocable.
The terms set out in the Announcement (including these Terms and Conditions) and the allocation of Placing Shares (including the subscription amount payable) as confirmed to a Placee, constitute the entire agreement to the terms of the Placing and a Placee’s participation in the Placing to the exclusion of prior representations, understandings and agreements between them. Any variation of such terms must be in writing.
Governing Law and Jurisdiction
The agreement arising out of acceptance of the Placing and any dispute or claim arising out of or in connection with the Placing or formation thereof (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England. Each Placee irrevocably agrees to submit to the exclusive jurisdiction of the courts of England to settle any claim or dispute that arises out of or in connection with the agreement arising out of acceptance of the Placing or its subject matter or formation (including non-contractual disputes or claims).
Good Energy (GOOD) increased full year revenues from continuing operations from £104.5m to £116.9m, helped by last winter’s cold weather and a price increase, and pre-tax profit recovered from £700,000 to £1.7m. The renewable electricity supplier and generator has increased its dividend from 3.3p a share to 3.5p a share. Net debt was £40.1m at the end of 2018. Energy supply volumes increased by 3%, but domestic volumes were 1.2% lower in an increasingly competitive market. The growth came in the business side, which increased volumes by 23%. Good Energy generates energy from six solar sites and two wind farms. The company expects to continue to grow business volumes and invest in digital technology. Non-executive director Nemone Wynn-Evans has bought 9,500 shares at 105p each.
Trading in PCG Entertainment (PCGE) shares has been suspended because it is in talks to acquire VOX Markets and Align Research.
Karoo Energy (KEP) has been told by its potential nominated adviser does not believe its is suitable for an AIM quotation. This also means that the planned fundraising cannot go ahead. A refinancing is required. There are trade creditors of around £300,000. Trading in the shares has been suspended.
Primorus Investments (PRIM) has maintained its 3.4% stake in Fresho by participating in its latest fundraising, which was at a 76% premium to the price paid for the initial investment. The investment is worth A$673,000.
Dana Group International Investments Ltd (DANA) reported swing from loss of $129,000 to a profit of $95,000 in the six months to December 2018, due to other income of $276,000.
Tectonic Gold (TAU) says that roc chip samples from the Clermont project in Queensland show up to 8.01g/t gold, 140g/t silver and 6.32% copper.
Panther Metals (PALM) has completed the acquisition of Parthian Resources and its former shareholders own 16.1% of Panther.
Inqo Investments Ltd (INQO) has raised a further £225,000 at 90p a share.
Imperial X (IMPP) has changed its focus to medicinal cannabis. There was a small cash outflow in the six months to the end of December 2018. There was nearly £70,000 in the bank with net cash of £19,000. There are net liabilities and more cash will be required later this year.
Steve Howson is stepping down as chief executive of SG Recruitment Ltd (SGRL) and he will become a non-executive director. Majority shareholder David Sumner will be interim chief executive.
Footasylum (FOOT) has recommended a 82.5p a share bid from JD Sports Fashion (SPD) which values the footwear retailer at £90.1m. JD Sports was buying shares between 50p and 75p and built up a 18.7% stake. The bidder promises to maintain the separate commercial identity. Footasylum floated in November 2017 at 164p a share.
Diaceutics (DXRX) ended the week at 97.5p, having floated at 72p. The company provides data analysis and advisory services to pharma companies seeking to develop and commercialise diagnostic tests. There were £15.2m of placing proceeds net of expenses and £5.5m will be spent on the acquisition of data, while the rest will be used to pay off debt and develop AI analysis technology. There is limited liquidity in the shares because they are tightly held.
Wynnstay Group (WYN) warns that trading in the second quarter is weak because of the warmer winter weather. There has also been a weakening in farmgate prices. Interim figures will be well below the first half of last year and the full year will be below forecast. Peel Hunt argues that it has already factored these elements into its forecast for rival feed supplier NWF (NWF) and it is not changing its forecasts.
Pelatro (PTRO) has launched a data monetisation platform with a revenue share contract with an existing client, which is worth $500,000 in the first year. This is a product that can be sold to other customers.
Financial trading platform Aquis Exchange (AQX) reported 2018 revenues ahead of expectations and it doubled its market share during the year. The subscription-based model means that higher trading levels by a trader lead to subscription income levels going up. Aquis will continue to be loss-making this year, but the relatively fixed cost base means that once this is covered the profit should grow significantly as revenues grow.
Scientific instruments supplier Judges Scientific (JDG) increased is cash generation from operations from £10.9m to £15.7m in 2018. There was 5.5% organic growth in revenues and underlying operating profit rose by just over one-third to £14.7m. The cash balance has increased to £15.7m, which provides firepower for acquisitions. Shore Capital has edged up its earnings per share forecast from 188.8p to 190p.
Volvere (VLE) says full year revenues from continuing operations will rise from £16.2m to £18.6m. There was a £23.1m gain on the sale of Impetus Automotive. There was an underlying loss on continuing activities, but the frozen pie maker Shire Foods improved its profit contribution. There is £34.1m of cash in the Volvere balance sheet.
Frontier IP (FIPP) says that the outcome for the year to June 2019 is likely to be ahead of management expectations. A deal by investee company Exscientia, which is involved in AI-based drug discovery, with Celgene Corporation should result in a substantial uplift in its valuation.
Science in Sport (SIS) had a 25-day contribution from the profitable PhD Nutrition business in 2018. The group’s underlying loss increased last year, but PhD will help to reduce the loss and the cash outflow from operations, which was £6.42m last year. There is £8m in the bank and even with capital investment requirements that should be enough to cover requirements this year.
Ceramic products supplier Portmeirion Group (PMP) increased its 2018 pre-tax profit by 10% to £9.7m and a further rise to £10.3m is forecast for this year. Online sales are growing rapidly from a relatively low base. The home fragrance business is doing well, and capacity is being added. The total dividend is 8% higher at 35.7p a share.
Share (SHRE) improved its significantly improved its profitability in the second half of 2018, although trading levels weakened towards the end of the year. That weakness has continued into the early months of this year. Evan so, Cenkos forecasts a rise in pre-tax profit from £700,000 to £1.3m, upgraded from £1.1m, in 2019.
Clear Leisure (CLP) has placed its 50%-owned data mining operation in Serbia on a care and maintenance basis. This is due to the fall in the price of cryptocurrency. Legal actions and negotiations continue concerning a number of past investments. Clear has paid £76,000 for a 10% stake in PBV, which provides data services for the Italian legal sector. At the end of 2018, there were €2.1m of bonds converted into shares.
Andrew Perloff has increased his stake in 600 Group (SIXH) from 6.19% to 8.85%.
Midatech Pharma (MTPH) has changed the ratio of its ADRs from two shares for each ADR to 20 shares for each ADR. This is a way of getting the trading price of the ADRs on NASDAQ back above $1.
EQTEC (EQT) could be a beneficiary of the deal done by its largest shareholder EBIOSS with Urbaser for the collection, treatment and possible conversion of waste to energy. Urbaser is conducting due diligence on EQTEC’s gasification technology and this could be used for any waste to energy plant if all three parties come to an agreement on a specific opportunity. Projects could be in Bulgaria, Greece, Macedonia and Romania.
A local authority report has placed a five year reserve status on the Plymouth Airport site where Sutton Harbour (SUH) has a 135 year lease. The local authorities are keen that the site should be used for general aviation, but a viable business plan needs to be put together. Sutton Harbour would like to develop the site.
Tau Capital (TAU) has sent a circular to shareholders concerning a capital return of $1.19m or 2.42 cents a share, raise $150,000 via a placing at 0.1 cents a share and change its name to UK Onshore. Reverse takeover candidates are being assessed. Gerwyn Williams and Nigel Burton will join the board.
Synectics (SNX) has won a £1m order from the oil and gas sector. This is the largest order for its surveillance systems from this sector for a number of years. Synectics reported a rise in full year revenues from £70.1m to £71.2m and pre-tax profit slipped from £3.02m to £2.86m. The full year dividend is increased from 4p a share to 4.7p a share.
Athelney Trust (ATY) has responded to the letter from former director Dr Pohl, who wants to regain his place on the board along with Simon Moore and remove David Lawman. Dr Pohl has acquired more than 100,000 shares in the past month, and this means that five shareholders own more than 50% of the investment company putting its investment trust status at risk. As long as there is more than 35% of the company held by the public this is not a problem, but it would be if Dr Pohl joined the board. There have been £90,000 of extra costs because of disputes between the two major shareholders. The plan remains to bring Gresham House on board as fund manager
WideCells Group (WDC) is changing its name to Iconic Labs and moving into digital marketing and technology. The management of this business previously built up social publisher Unilad. In the first 12 months, an agency consulting division will be launched to assists clients to develop brands. There are plans to build up a distribution and publishing division through acquisitions and launch content licensing and e-commerce divisions. There is little indication of what will happen to the stem cell operations, although management appears to believe that the insurance business could be worth pursuing. Historic liabilities are being resolved. The convertible loan note holder continues to convert a proportion of the loan note that is below 30% and then sell the shares. There are 785.6 million shares in issue with more to come.
Bluebird Merchant Ventures (BMV) has raised £436,500 at 2.25p a share. The cash will be used for the pre-construction phase of the South Korean gold projects. An agreement has been made with a local landowner for the use of land outside the main entrance of the Kochang mine.
Highlands Natural Resources (HNR) has raised £1.56m at 8.5p a share via an offer through PrimaryBid.com. This cash will fund a move by the natural resources company into the organic cannabidiol market. It has established Zoetic Organics in the US and it believes that hydrogen produced by Highland in Kansas can be used as a fertiliser with potential to increase the size of the plant. First revenues could be achieved in the summer.
Standard list shell Stranger Holdings (STHP) claims that Alchemy Utilities Ltd has sabotaged the proposed reverse takeover by refusing to provide audited accounts. Stranger is trying to get back the £300,000 it lent to Alchemy as well as its reverse takeover costs of £450,000. Stranger believes that the Alchemy management team may have misrepresented its financial status. An alternative acquisition is being lined up, but Stranger had negative net assets at the end of September 2018 and there are additional costs since then.
Standard list shell Hertsford Capital (HERT) still had £2.88m in cash at the end of 2018.
Telecoms services provider Toople (TOOP) is growing its gross profit but EBITDA is similar to the same period last year, which was around £650,000.
PV Crystalox Solar (PVCS) has ended its wafer production activities in Germany and it intends to apply its wire sawing expertise to cutting non-silicon materials. There are plans to return £38.5m to shareholders, which is equivalent to 24p a share and that is not far short of the current market price. That could still leave more than €10m of cash. Management is considering whether to maintain a listing.
Sure Ventures (SURE) says 23%-owned Suir Valley Ventures has maintained its 10% stake in WarDucks, which is developing an AR game, by participating in a €3.3m fundraising.
Peel Hunt forecasts a dip in Shepherd Neame (SHEP) pre-tax profit from £11.8m to £11.2m in the year to June 2019. The broker still expects the total dividend to be increased from 29.2p a share to 30p a share.
Etaireia Investments (ETIP) has suspended Ian Fellman as a non-executive director pending investigation into certain matters. The mortgagee of two units at Whitehouse Business park in Peterlee has enforced security and sold the properties and these have been written off the Etaireia balance sheet. David Barnett, who owns 37.8% of the company, has requisitioned a general meeting in order to have himself appointed to the board.
European Lithium (EUR) expects to commence drilling in the second quarter in order to convert the resource in zone one of the Wolfsburg lithium project into measured and indicated categories. The company is part of a syndicate applying for grant funding for building up battery production in Germany. Lithium hydroxide is expected to continue to rise in price until 2022 and then fall back. European Lithium is in talks with lithium battery plant operators in Europe about an offtake agreement. The company had £3.3m of cash and financial assets at the end of 2018, as well as a convertible note of £2.56m, with more available to draw down. There was a cash outflow of £2.6m in the six month period. European Lithium is also ASX-listed and is considering a listing in Vienna.
Sandal (SAND) has decided to leave the NEX Exchange growth market after four years. Management says that share trading is limited, and the company has not been able to raise the cash it wanted to. They believe it would be easier to raise funds as an unquoted company. The company already has the backing of enough shareholders to make a general meeting pointless. The last day of trading is 10 April.
Primorus Investments (PRIM) has already made a significant gain on its stake in Greatland Gold (GGP) after the miner announced a $65m farm-in agreement with Newcrest for the Havieron gold copper project in Western Australia. Newcrest, which will ear up to 70% of the project, also has first right of refusal over the rest of the Paterson project area. The Greatland stake cost 1.71p a share. Even after some profit-taking, the Greatland share price is 2p, which represents a gain of more than £100,000 on the Primorus investment. Primorus has invested £875,000 in WeShop Ltd and has a 3.5% stake worth more than £1m. WeShop has developed new branding for its platform, added to its product range and enhanced the management team. The number of WeShop retailers has trebled to more than 9,000. The technology provides access to more than 20,000 merchants around the world. Vela Technologies (VELA) has a 1.42% stake in WeShop, which cost £100,000 and is valued at £427,000. Two Shields Investments (TSI) invested at a later date and has a 1.2% stake valued at £350,000.
Barkby Group (BARK) made a small interim loss on revenues of £1.82m. The three gastropubs operated by the company were profitable before central overheads and exceptionals. There was £37,000 in the bank at the end of 2018 and a VAT refund is expected. This period is before the acquisition of Centurian Automotive, which was acquired for shares.
Gunsynd (GUN) has sold its stake in UK Oil and Gas (UKOG) at 1.405p a share. The 31.17 million shares raised £438,000. Gunsynd had net assets of £2.18m at the end of January 2019, including £543,000 in cash. The flotation of FastBase Inc has been delayed and Gunsynd is no longer advising the company. Human Brands International Inc, where Gunsynd has a £300,000 convertibles investment, is on course for a standard listing.
Coinsilium Group Ltd (COIN) has incorporated a subsidiary in Gibraltar and it is applying for a business licence.
Ganapati (GANP) says that its subsidiary GanaEight Coin Ltd, which is developing and operating a blockchain-based online casino platform, has launched a virtual token private pre-sale of its initial virtual financial asset offering.
Gavin Burnell has bought 5.83 million shares in Hot Rocks Investments (HRIP) and that takes his stake to 22.3%. His fellow director Charles Vaughan bought 750,000 shares, taking his shareholding to 1.67%. Non-executive chairman Brian Rowbotham bought the same number of shares, taking his stake to 3.09%. The shares were all acquired at 0.136p each.
Tectonic Gold (TTAU) has commenced gold mining under the joint venture agreement with VAST Mineral Sands in Australia, where it has a 50% economic interest. Tectonic has provided the initial funding. Tectonic is considering moving to the standard list.
First Sentinel (FSEN) has taken a 3.48% stake in standard listed coal bed methane company Curzon Energy (CZN). Brian Kinane has resigned as a director of Curzon.
Driver Group (DRV) disappointed the market with a warning because of delayed expert witness contracts in the first half. The construction consultancy services provider has not made the expected progress in the Middle East and south east Asia and full year underlying pre-tax profit will be slightly lower than the £3.5m originally forecast. There is a strong pipeline of potential business, but this has to be secured in order to reassure investors about the full year outcome. There is still £5.1m in the bank. Driver will spend up to £500,000 buying back shares and it has already spent £124,000 at 55p a share. The directors have also been buying shares.
Bowmark Capital has increased its bid for Tax Systems (TAX) from 110p a share to 115p a share, valuing the company at £102.3m. The subsequent general meeting voted in favour of the scheme of arrangement.
Cyber security services provider ECSC (ECSC) increased its revenues from £4.12m to £5.38m, while the loss was cut by two-thirds to £1m. The loss should be much lower in 2019 and cash should be generated so that net cash exceeds £1m. Demand for cyber security continues to grow and the consulting division is getting business from existing and new clients. This is also feeding through to additional managed services business.
Marshall Motor (MMH) managed to edge up its underlying pre-tax profit to £25.7m even though trading conditions remain tough for car dealers. There was a strong last quarter for the used cars division. A small dip in profit to £24.1m is expected for 2019.
Franchise Brands (FRAN) had a full 12-month contribution from the Metro Rod business acquired in 2017, although the full benefits of the restructuring of the business and IT investment are still to come through. These changes should help to generate organic growth this year. Allenby forecasts a rise in pre-tax profit from £2.9m to £3.5m in 2019. The group is in a position to seek more acquisitions, particularly ones that add to the services provided by Metro Rod.
Microsaic Systems (MSYS) grew its full year revenues by 69% to £578,000 and gross margin improved. The protein identification product ProteinID will be launched later this month. There was still £5.4m in the bank at the end of 2018. This is enough to cover the expected cash requirements.
Standard list shell Safe Harbour Holdings (SHH) has appointed James Brotherton as finance director. He was previously finance director at Tyman, where he was involved in acquisitions, and he earned £568,000 in 2017. Fully listed Tyman, which was previously on AIM, made an underlying pre-tax profit of £72.7m in 2018. The acquisition Safe Harbour is seeking will be in distribution and business services. WSP founder Chris Cole was recently appointed as independent non-executive director. There was £28.1m in the bank at the end of June 2018.
Immupharma (IMM) is seeking partners for its lupus treatment Lupuzor and is also seeking to commence a managed access programme in Europe for the treatment. An extension study from the original phase III trial has commenced.
RedT Energy (RED) is raising up to £3.2m via a placing and open offer at 2p a share, ahead of a strategic review to decide how to finance the business. Last October, the energy storage equipment developer raised £5.03m at 7p a share. The company could generate $1m from the sale of its US business and costs are being cut. The plan is to cut the monthly cash costs to less than £500,000. Discussions continue with strategic partners.
SimplyBiz Group (SBIZ) has signed a five-year contract with insurer Aviva, which will use the company’s Zest employee benefits technology platform to deliver a new benefits product for smaller clients. This follows a three-year contract with Taylor Wimpey, which will use Zest to deliver employee benefits to its 5,000 plus employees.
Concepta (CPT) is supplying its myLotus fertility test to Walgreens Boots Alliance.
Proton Power Systems (PPS) has signed a letter of intent with Skoda for the development of fuel cell electric buses using Proton’s HyRange systems. The plan is to build 10 buses by the first quarter of 2020.
i3 Energy (I3E) has raised £16m via a placing at 16p a share, although it is partly dependent on shareholder approval for the issue of additional shares. Existing shareholders are being given the opportunity to subscribe up to £2m through an open offer. Along with a £24m loan, the cash will fund the drilling of three wells. Two will be on the Liberator oil field and the other will be on the Serenity prospect.
Paragon Entertainment Ltd (PEL) has raised £150,000 at 0.8p a share, which was a 23% discount to the market price. Management and an existing shareholder bought the shares.
Urals Energy (UEN) failed to replace Allenby as nominated adviser and the quotation has been cancelled.
Mereo BioPharma (MPH) expects its merger with OncoMed Pharmaceuticals Inc to close in the second quarter of 2019.
Touchstone Exploration Inc (TXP) achieved crude oil sales of 1,994 barrels per day in January and 2,179 barrels per day in February. The realised prices were $52/barrel and $56.84/barrel for each month respectively. Current estimated production is 2,358 barrels per day.
Quarto Group (QRT) reported a 51% recovery in underlying 2018 pre-tax profit to $5.9m, although the publisher’s revenues were slightly lower. The best performance was in children’s publishing. Net debt fell by 6% to $60.4m.
Local Shopping REIT (LSR) has responded to the bid by Thalassa (THAL) and it continues to find it opportunistic. The company is committed to returning cash to shareholders and it argues that they will get more cash than the £9m on offer as part of the cash and shares bid. The offer is 14.64p in cash and 0.26 of a Thalassa share for each Local Shopping REIT share.
Path Investments (PATH) has withdrawn from the proposed transaction with ARC Marlborough after due diligence. The plan was to acquire ARC, which has a nickel and cobalt project in Queensland.
European High Growth Opportunities Securitization Fund has converted more of its bonds into shares in WideCells Group (WDC) having sold most of the recently converted shares. A further 115 million shares have been issued in return for £115,000 of bonds and a penalty payment of £172,500.
Bluebird Merchant Ventures (BMV) has submitted an application for a permit to develop the Kochang Mine in South Korea. The application for the Gubong mine should get a response by 23 March.
Western Selection (WESP) has reported a 22% decrease in NAV to 75p a share, due to the decline in smaller quoted company share prices. The NAV has recovered to 79p a share. The investment in Swallowfield (SWL) declined by nearly one-third and the value of the Bilby (BILB) stake fell by two-fifths in the six months to December 2018. Net debt was £1.25m at the end of 2018. The interim dividend is maintained at 1.1p a share.
Early Equity (EEQP) has acquired a 60% stake in MEI Home, a ecommerce platform for household, health and food products, for £282,000. The Malaysia-based business was profitable in the first financial year. The founder will retain a 40% stake and he also owns 6.12% of Early Equity. He also promises that annual pre-tax profit will be at least £95,000 in each of the next two financial years.
Tectonic Gold (TTAU) has taken a 50% stake in a joint venture with Vast Mineral Sands covering diamond mining concessions at the government-owned Alexkor diamond mine in South Africa. This should generate cash, through planned production of 900 carat per month, to invest in other projects. Tectonic is paying $650,000 in shares at 2.2p each. A year long research study has confirmed that there is an interaction of two styles of mineralisation at Mount Cassidy prospect in Queensland, Australia. There is stratabound copper and zinc, gold and silver mineralisation and epizonal to epithermal gold and silver mineralisation.
MiLOC Group Ltd (ML.P) has extended the life of its convertible bond by one year to 19 January 2020. The annual coupon increases from 6% to 7.2%. The conversion into shares can take place if an alternative quotation on a recognised stock exchange is secured.
First Sentinel (FSEN) has completed a £4m bond issue. These 7% bonds 2023 are due to start trading on NEX.
Michelmersh Brick (MBH) has made its first acquisition outside of the UK. Michelmersh is paying up to €9.9m (£8.7m) for Antwerp-based Floren and Co in a deal that should be immediately earnings enhancing. A placing raised £5m at 90p a share. In 2018, Floren generated EBITDA of €1.75m on revenues of €5.7m. Michelmersh is planning to increase production levels from 19.5 million bricks a year. The acquisition includes 120 acres of land, of which 60 acres is used in production.
IP legal services provider Murgitroyd Group (MUR) is acquiring Southampton-based Chapman IP for £6.6m and Helga Chapman has been appointed a non-executive director. Net cash was £2.03m at the end of November 2018. Interim pre-tax profit edged up from £1.67m to £1.7m. The interim dividend was increased by 8% to 7p a share. Edward Murgitroyd is retaining his role as chief executive and handing over the role of finance director Keith Young.
Carpets and hard flooring manufacturer Victoria (VCP) continued to sacrifice margins in order to add market share in a declining flooring market in the UK in the second half of the financial year to March 2019. Full year EBITDA should be between £95m-£97m, with underlying pre-tax profit of at least £55m. This is not as much as previously forecast. There are additional inventories ahead of Brexit. Restructuring measures and capital investment should add more than £14m to pre-tax profit for the year to March 2020.
JD Sports Fashion (JD.) has acquired 21.3% of Footasylum (FOOT) and it says it may acquire up to 29.9%. FIL Ltd’s stake has fallen below 5%. Artemis has sold its 5.74% stake.
Angling Direct (ANG) expects to report full year revenues of £42m, up from £30.2m. Three new stores have been added to the group, taking the total to 24. International sales doubled. The full year results will be published on 13 May. Angling Direct is considering the acquisition of Glasgow-based Chapmans Angling Ltd, which is a subsidiary of The Glasgow Angling Centre Ltd.
Egdon Resources (EDR) has competed drilling at Biscathorpe-2 in Lincolnshire. There are signs of an effective petroleum system even though the sands were poorly developed. The reservoir may be better developed to the north of the well. Egdon owns 35.8% of the exploration licence and Union Jack Oil (UJO) owns 22%.
Trinidad-focused oil and gas producer and explorer Touchstone Exploration Inc (TXP) has raised £3.8m at 12p a share in order to finance the 9,000 feet of exploration drilling at Ortoire.
Pelatro (PTRO) has gained a contract to supply its mViva contextual marketing service to Vietnam-based Vinaphone. The deal with the telecoms company should be worth $1.5m over three years. Pelatro gets a fixed monthly fee plus a share of incremental revenues generated. This provides additional confidence that the 2019 revenue forecast of $10.5m can be met. That is expected to generate pre-tax profit of $6m because of the high operational gearing of the business.
SkinBioTherapeutics (SBTX) has raised £1.5m at 16p a share from Seneca Partners. There was £2.52m in the bank at the end of 2018. The cash will be invested in further development of products and commercialise them.
Duke Royalty (DUKE) has provided £10m of royalty finance to recreational vehicle parts wholesaler Miriad Products. The monthly payments are expected to provide a yield the equivalent of 13% a year.
Biopesticide products developer Eden Research (EDEN) has a second approved product thanks to its commercial partner Eastman Chemical Company. Nematicide formulation Cedroz has received authorisation in Malta and Eastman will apply to gain approvals in individual EU member states. The full benefit of these approvals is likely to show through next year.
EKF Diagnostics (EKF) has received US FDA clearance for the use of the Quo-Test glycated haemoglobin analyser in clinical laboratories.
It has been a mixed start to the financial year for Gooch and Housego (GHH) with softer demand in microelectronics, due to trade tariffs, but the second half improvement in subsea cable business has continue. The AGM statement has led to a reduction in the underlying profit forecast for this year from £21.5m to £19m, which is slightly higher than last year’s outcome.
Social housing software provider Castleton Technology (CTP) has acquired its software development partner in India for £350,000 in cash and shares.
eServGlobal (ESG) says that its 35.7%-owned mobile transfer payments joint venture HomeSend increased its average transaction value by 35% in the second half following a change in strategy to focus on account-to-account transactions rather than remittances.
Beximco Pharmaceuticals (BXP) is acquiring eight abbreviated new drug applications in the US from Sandoz Inc. This takes the number of US approved drugs to 14, with four currently being exported to the US.
Haydale Graphene Industries (HAYD) has raised £4m at 2p a share and wants to raise up to £4m more through a seven-for-one open offer closing on 11 March. If these shares are all issued they will account for 93% of the total shares in issue. Haydale needs cash to invest in its inks business as well as to cover continuing losses. Keith Broadbent will become chief executive.
Reach4Entertainment (R4E) has acquired the arts and entertainment advertising agency trading as Sold Out for an initial £3.94m in cash and £250,000 in shares. The total purchase price is dependent on performance in the period from 1 June 2017 to the end of 2021 and is capped at £10m. In the year to May 2018, Sold Out made a pre-tax profit of £1.3m.
Paragon Entertainment (PEL) has sold its current administration offices in York for £550,000. The relocation to other group premises should save £100,000 a year. The cash will pay off the mortgage of £134,000 and reduce the overdraft from £1.04m. The overdraft limit will be cut from £1.2m to £882,000. A creditor owing £168,000 has filed for protection from creditors. Management want to raise additional capital.
Medical devices supplier Inspiration Health (IHC) says revenues for the year to January 2019, will be £15.5m, which is £1m below forecast, and pre-tax profit will be slightly lower than forecast at £1.2m.
Holders Technology (HDT) has more than trebled its full year pre-tax profit of £177,000 thanks to a reduced LED loss and improved profitability at the printed circuit board materials business. There was still a cash outflow from operations. The dividend has been increased by 50% to 0.75p a share.
Arc Minerals Ltd (ARCM) has raised £2.2m at 3p a unit. The unit includes a share and one warrant exercisable at 4.5p each and lasting for 36 months. The cash will finance exploration and development at the Zamsort copper project in Zambia. Arc has also sold its 18.5% stake in Andiamo Exploration for $250,000.
Malvern International (MLVN) has raised £606,000 at 4p a share. This is more than the education services provider originally asked for in order to cover working capital requirements and investment in a new college in Brighton and online course material.
AIM-quoted blockchain and technology investment company Vela Technologies (VELA) is taking advantage of the discount to cash by buying 500,000 shares in cryptocurrency mining services provider Argo Blockchain (ARB) at 3.072p a share. This compares with cash of 5p a share. Vela has 3 million shares in Argo, equivalent to 1.02%. The rest of the shares were bought prior to Argo’s standard listing and cost 8p each, compared with the flotation price of 16p a share. The average cost is 7.17p a share, so the average cost exceeds the value of cash in the business. Argo is refocusing on its own currency mining. Ongoing costs will be cut by one-third, although there will be some one-off cash costs. Net cash is £15m and that is much more than the market capitalisation of Argo.
ReNeuron (RENE) has released early data on three patients in phase I/IIa clinical trial the human retinal progenitor cell product. There have been significant improvements in vision for the patients, but this is a small sample size over a short time. Cash should last until the end of 2019.
Pires Investments (PIRI) has received a requisition notice for a general meeting in order to make changes to the company’s board.
Best of the Best (BOTB) has received tenders for just over 4 million shares, which is 5.6 times the number that it was tendering for. Best of the Best will pay £3.5m for 721,327 shares (485p a share).
FAIRFX Group (FFX) has become a direct participant in the UK faster payments scheme. It is the fourth non-bank to be a direct settling member.
Crossword Cybersecurity (CCS) says Kinnerton Confectionery will be using its Rizikon Assurance secure third party assurance platform.
Former AIM company Lionsgold Ltd (LION) is changing its name to Tally Ltd. Mobile banking app Tally is in beta testing and could be released by the end of February. Once this has been released the company will seek to gain a new quotation. The exercise of warrants, mostly by directors, at 1.2p a share has generated £288,000.
Packaging group Macfarlane Group (MACF) increased its pre-exceptional profit by one-fifth to £11.2m in 2018. Both distribution, helped by acquisitions, and manufacturing divisions increased their profit contributions. Manufacturing sales grew fastest but margins fell. The dividend was increased by nearly 10% to 2.3p a share. Net debt was £13.2m and there are plenty of unused bank facilities to fund any further acquisitions. The pension deficit was reduced by £2m to £9.8m.
In the six months to December 2018, Avation (AVAP) reported doubled earnings per share thanks to the gain on the sale of a A321-200 aircraft. The NAV is 288p. The aircraft fleet continues to increase, particularly turboprop aircraft. Although full year pre-tax profit is set to rise even more than originally forecast, earnings per share are likely to be flat at 31.7 cents. Next year’s profit will be lower, assuming no aircraft disposals.
InnovaDerma (IDP) reported interims in line with expectations and there are plans for a mid-March launch for Skinny Tan in Boots. This will help the second half performance, which is normally stronger. Full year pre-tax profit is expected to more than double to £1.5m, a downgrade of 10%. Net cash was £700,000 at the end of 2018. A cash inflow is expected in the second half, but fluctuations in cash in terms of working capital requirements, such as Boots order levels, during the period could lead to InnovaDerma deciding to raise more money.
Anglo African Agriculture (AAAP) reported a reduction in turnover from £2.13m to £1.74m in the year to October 2018. Even so, gross margins improved and the pre-tax loss edged up from £550,000 to £573,000. Net cash was £856,000. The company is assessing acquisitions outside of the agriculture sector.
Trading in the shares of daVictus (DVT) has been suspended ahead of finalisation of a deal where the standard list shell will buy the rights to a restaurant concept from Typical Dutch NV for £100,000. This is deemed to require a prospectus before the company can be readmitted to the standard list. The Havana Rolled Cigar Music Café concept has been developed at a site in Aruba. daVictus had £431,000 in the bank at the end of June 2018.
Offshore support vessels operator Gulf Marine Services (GMS) has sent out the document for its requisitioned general meeting on 18 March. Rival Seafox International wants to remove the chairman and appoint three new directors. Ithmar Capital Partners wants to appoint another director.
National Milk Records (NMRP) increased its interim revenues from £10.5m to £11.7m, although some of this was due to seasonal factors and one-off testing business. Pre-tax profit improved from £0.96m to £1.13m. Net debt was £2.06m at the end of December 2018. Every part of the business grew its revenues. Milk volumes are set to be strong in the second half, although milk margins are been squeezed by a decline in the milk price and higher feed costs.
Barkby (BARK) has completed the acquisition of Centurian Automotive for an initial payment of £201,000 in shares at 4.775p each, with up to £251,000 more based on performance over three years. Operating profit in each of the years is required to be at least £200,000 in order to achieve the full payment. The consideration represents a discount to net assets and will be equivalent to up to 20% of Barkby. In the year to March 2018, the automotive dealer made a pre-tax profit of £123,000 on revenues of £5.6m.
Sandal (SAND) says there was a significant increase in Energie MiHome sales in December, particularly later in the month, but trading is still below expectations because of a lack of cash to spend on marketing. The stock overhang has been unwound. A Wi-Fi adapter plug has been added to the range, which is being rolled out in Denman’s Electrical Wholesale branches.
Sport Capital Group (SCG) owned Palermo Football Club for less than one month before selling it back to the previous management team. It was bought for a nominal sum and is being sold for a nominal value, following further due diligence. The company’s representatives joined the board in December and resigned last week. Debt will be settled at the same time. Sports Capital had been trying to raise up to £20m over the next few months.
Trading has recommenced in the shares of EcoVista (EVTP) after it published its results for the year to August 2018. There was a £142,000 property revaluation gain and net assets were £1.39m. There are plans to launch a €10m Eurobond issue to fund further property site acquisitions in London, Hertfordshire and Essex.
Gold explorer Tectonic Gold (TTAU) has completed stage one drilling on the Specimen Hill project in Queensland and each hole drilled intersected gold. Geological modelling results will be available in March. A further 7,500 metres of drilling is being planned.
Auxico Resources Canada Inc (AUAG) has raised $400,000 at 20 cents a unit (one share and one-half warrant). The expenses of the placing were $28,000. The cash will be used for assessing coltan opportunities in Colombia and Brazil. NQ Mining (NQMI) has raised £54,000 at 11p a share.
Panoply Holdings (TPX) has made its third acquisition since floating in December. UK-based GreenShoot Labs provides digital services using artificial intelligence technology. There is no initial consideration and any payment will depend on performance.
Marketing and media services provider Ebiquity (EBQ) traded in line with expectations last year. The disposal of the advertising intelligence was completed on 2 January. This cut net debt to around £8m. The continuing business is expected to continue to grow at 8% a year.
Online merchandising software and services provider ATTRAQT Group (ATQT) increased its 2018 revenues by 26% to £17.1m and the loss declined from £4.1m to £2.7m. The largest customer has renewed for two years. Annual recurring revenues are £16m.
GRC International (GRC) has acquired data consulting business DQM Group for an initial £5.9m with up to £5m in deferred consideration, although it is not expected to be more than £3.5m. This is a significantly earnings enhancing deal.
Cabot Energy (CAB) is consolidating 100 shares into one new share and raising up to £2.85m at 10p per consolidated share. The cash will pay off trade creditors. The main focus is Canada but Cabot believes its Italian oil and gas exploration assets could still be valuable even though the Italian government has suspended exploration work and is reviewing the situation.
The administrator has sold most of the businesses of Patisserie Holdings (CAKE) but there will be no money for shareholders. Dublin-based Causeway Capital has acquired Patisserie Valerie and AF Blakemore acquired Philpotts for a total of £13m, of which £3m is deferred. Baker and Spice was sold to the Department of Coffee and Social Affairs for £2.5m. The AIM quotation will be cancelled on 25 February. Paul Mumford of Cavendish Asset Management believes that the company’s banks should have supported a rescue and been more attentive to what was happening at the company. He thinks that shareholders should seek compensation from the banks.
Malvern International (MLVN) has confirmed that it moved into profit in 2018. The education business has doubled its London-based revenues and this made up for difficult trading in Malaysia.
Realm Therapeutics (RLM) is selling is hypochlorous acid assets for $10m and intends to leave AIM. Realm already had $18.8m in the bank at the end of 2018. The plan is to use the cash to complete a strategic transaction in the life sciences sector. The ADSs will continue to be listed on Nasdaq.
Stride Gaming (STR) has started a strategic review. The choices are acquisitive or organic expansion or the sale of the online gaming company.
Renalytix AI (RENX) has secured a joint venture with laboratory and clinical trials operator AKESOgen and this will enable Renalytix AI to provide additional services in the US. The artificial intelligence-based kidney diagnostics already has a presence in New York and the new joint venture is based in Georgia.
Administrators have been appointed to Utilitywise (UTW) but none of the subsidiaries is in administration. Shareholders are not likely to get anything from the administration process. Unitlitywise was unable to raise the cash it required to keep going and meet liabilities.
Heavitree Brewery (HVT) improved full year revenues from £7.3m to £7.61m and pre-tax profit grew from £1.55m to £2.25m, although that included profit on the sale of pubs and other property of £824,000, up from £6,000. The previous year had benefited from the write-back of a bad debt provision. The final dividend is being increased from 4p a share to 4.25p a share. Heavitree no longer has to cover a pension scheme deficit because three people transferred out of the scheme.
Bowmark Capital has launched a 110p a share recommended cash bid for Tax Systems (TAX) and MXC Capital Ltd (MXC) has accepted with its 25.6% stake. The bid values the tax software provider at £100.6m.
Kodal Minerals (KOD) has published the results of the drilling programme at the Bougouni lithium project. These will be used to update the JORC resource, which should happen by the end of February. Kodal has met with the Mali authorities to update them.
Insignals Neurotech is the third Portuguese spin out for Frontier IP (FIPP) and it will hold a 33% stake. Insignals is developing technology for brain stimulation surgery.
Scientific Digital Imaging (SDI) has made another scientific instruments acquisition and it has raised £2.5m at 34p a share to help finance it. A further £100,000 was raised via PrimaryBid. Graticules manufactures reticules and graticules and fits with the digital imaging division. It cost £3.4m and has added 6% to next year’s earnings per share.
Strategic Minerals (SML) has announced a trebled resource at Redmoor, in which it has a 50% stake. There is an inferred tin equivalent contained metal of 137,000 tonnes.
James Latham (LTHM) has acquired the timber merchant that has the rights to sell Accoya wood in Ireland. Abbey Woods will cost an initial €1.825m with a further €300,000-€400,000 depending on completion accounts. Further deferred consideration of up to €400,000 depending on performance over two years. Last year, Abbey Woods generated EBITDA of €379,000 on revenues of €7.5m and it has operations in Dublin and Cork.
Vast Resources (VAST) says that the tranche B offtake finance from Mercuria Energy Trading did not happen. This means that the planned December and January repayments of the loan from Sub Sahara Goldia Investments have not been made Talks continue with potential finance providers to replace the cash to invest in 80%-owned copper, silver, gold, zinc, lead, tungsten, molybdenum Baita Plai project. Bergen Global Opportunities Fund is pausing the second tranche of the $3m bridge facility because the share price has been below 0.2p for two days. A placing has raised £896,000 at 0.135p a share and this will repay the £525,000 owed to Bergen. There are discussions with a potential cornerstone investor for a diamond project in Zimbabwe.
RiverFort Global Opportunities (RGO) has subscribed for shares in Pires Investments (PIRI), that will give it a 24.3% stake. RiverFort is taking nearly 50% of the shares issued in a placing that raised £782,000 at 2.4p a share for Pires. The cash will be used for new investments.
Trading in the shares of African Battery Materials (ABM) will resume on Monday 18 February following the issue of 200 million shares at 0.5p each. The cash will be used to pay creditors and leave enough to finance the business for 12 months. Andrew Bell has been appointed executive chairman and Paul Johnson as executive director.
Windar Photonics (WPHO) will undershoot the 2018 forecast, but there should be higher orders from Vestas and another manufacturer next year. Even so, 2019 forecasts are likely to be reduced. Total 2018 revenues were 59% ahead at €3.5m and higher gross margins meant that the loss before interest, tax, depreciation and amortisation fell from €1.22m to €360,000. The end of year order book was worth €1m.
Nostra Terra Oil and Gas (NTOG) has more than trebled its proved and probable reserves to 2.43 million barrels of oil. Net proved reserves are 764,030 barrels of oil.
President Energy (PPC) has updated the reserves position. The Argentina and Louisiana reserves are valued at almost $300m, which is equivalent to 21p a share. That is more than twice the market capitalisation. Production is predominantly oil but gas production will increase this year.
Harwood Wealth Management (HW.) has acquired IFA Castleton Financial Planning for up to £1.6m.
Trading in the shares of Urals Energy (UEN) has been suspended following the resignation of Allenby as nominated adviser. A general meeting, which will be held on 22 February, has been called by Adler Impex SA in order to remove three directors and appoint four other directors. Oil production was 1,690 barrels/day in January. Loans made without board approval have meant that the company is short of cash.
Waste-to-energy technology developer PowerHouse Energy (PHE) is confident that it could sign up a customer in the next quarter. There is increasing interest and six potential sites are being assessed. Potential engineering, procurement and construction contractors have approached PowerHouse. Development partner Waste2Tricity is in negotiations with Toyota Tsusho, which would be a way of entering the Japanese market.
Braveheart Investment Group (BRH) has reduced its stake in Remote Monitored Systems (RMS) from 5.9% to 1.32%. Stephen Jones increased his stake from below 3% to 14.5% in just over one month.
Dewscope Ltd, where Mark Horrocks is a director, has cut its stake in Sabien Technology (SNT) from 12.7% to less than 3%. Chris Akers has also reduced his stake from 16.9% to less than 3% and Brendan Adams has cut his shareholding from 4.2% to under 3%. These stakes were acquired on 14 December, when the mid-price was 0.11p. On 11 February, when the shares were sold, the share price increased from 0.145p to 0.175p. Sabien reported a decline in interim revenues from £462,000 to £342,000, but the loss was reduced from £233,000 to £207,000 due to cost reductions.
TV programme producer DCD Media (DCD) expects to report revenues of £7.3m and a small EBITDA in 2018. Trading has started well in 2019 helped by business that was delayed from last year.
HaloSource (HAL) is seeking shareholder approval for the disposal of assets to Strix (KETL) for $1.3m. The cash will pay creditors and fund the winding down of the business. The AIM quotation will be cancelled on 12 March.
WANdisco (WAND) has raised $17.5m at 546p a share to provide cash to support relationships with partners. WANdisco has become an advanced technology partner with Amazon Web Services.
Adamas Finance Asia Ltd (ADAM) is issuing 6.1 million shares to China Aerospace for a 6.8% stake in Hong Kong Mining Holdings, where Adamas already has a 84.8% stake. This is a complicated deal, but Adamas can tell China Aerospace where to transfer these shares. It means that Adamas will not necessarily increase its shareholding in the mining company. Sorting out what was effectively a stock overhang should make it easier to do a deal that will unlock cash for Adamas.
NetScientific (NSCI) has concluded its strategic review and it has decided to cancel its AIM quotation. The remaining cash will be spent on the investee companies with the best prospects of providing a return before the company runs out of money.
Angus Energy (ANGS) is repaying the £1.5m initial advance from YA II and RiverFort Global Opportunities. Angus has raised £2.2m at 4p a share.
The University of British Columbia has ordered a polariser system from Polarean Imaging (POLX).
Begbies Traynor (BEG) has made the earnings enhancing acquisition of profitable Newcastle insolvency practice KRE. The initial payment is £450,000 with up to £150,000 more based on revenue targets over 12 months.
Full year figures will be lower than expected at IFA Tavistock Investments (TAVI) but a maiden dividend is still on the cards.
Crossword Cybersecurity (CCS) will report a 45% increase in 2018 revenues, with most of the growth coming from software.
Cryptocurrency mining services provider Argo Blockchain (ARB) is refocusing its business. All existing contracts will be terminated by the beginning of April. The focus will be Argo’s own currency mining. Ongoing costs will be cut by one-third. Net cash is £15m and that is much more than the market capitalisation of Argo. The cash outflow should be stemmed in the second half of 2019. Hadron Capital recently increased its stake to 7.6%.
Trading is in line at fasteners supplier Trifast (TRI) even though the UK automotive market is weak. More than two-thirds of sales are overseas. Additional UK stocks for Brexit are worth around £2m.
Commercial aircraft leasing company Avation (AVAP) expects to report a doubled interim profit on revenues that have risen from $52.4m to $58m.
Outdoor digital media company Grand Vision Media Holdings (GVMH) has signed a partnership agreement with Rakuten Bank in Japan to add to the one it signed with CY Group in South Korea. GVMH’s marketing services will help its partners promote themselves to Chinese tourists. GVMH has glasses-free 3D technology.
Helen Sachdev has been appointed as a non-executive director of Athelney Trust (ATY) and Frank Ashton has taken on the role of executive chairman. Discussions continue with Gresham House Asset Management about taking over the management of the company’s investments.
Future (FUTR) has secured a new £90m revolving credit facility and it is acquiring CyclingNews.com and Procycling Magazine, which generate annual revenues of £2m. This deal widens the sports publishing activities.
REA Holdings (RE.) significantly increased palm oil production in 2018, even though extraction rates were lower than expected. The Kota Bangun coal concession is heading towards reopening the mine, although there are local disputes.
Primorus Investments (PRIM) says that investee company Sport:80 has delayed its flotation because it has been tidying up its shareholder register. Fintech company Engage Technology is also seeking to float later in 2019 following new product launches. Engage raised £2.6m at £22 a share at the end of 2018, whereas the average buying price by Primorus was £20.03 a share. Investee company, AIM-quoted Greatland Gold (GGP) has published results from the second drilling campaign at Havieron in Western Australia. Every drill hole intersected mineralisation and they extend the overall mineralisation. Drilling will recommence in March. Primorus has raised cash by selling most of the stake in UK Oil and Gas (UKOG) and Primorus was debt free at the end of 2018.
NEX has decided not to suspend trading in the shares of VI Mining (VIM) even though its corporate adviser Daniel Stewart is no longer a member of NEX. VI Mining had little or no notice of its adviser’s withdrawal. A new corporate adviser is being sought.
Milamber Ventures (MLVP) has acquired apprenticeship training provider Astara Training for £16,666 in shares at 9p each. Milamber lost £179,000 in the third quarter and there was £30,000 in the bank at the end of 2018.
Panther Metals (PALM) has announced the initial results of exploration activity at the Bear Lake project in Ontario. There was gold in soil anomalies at four of the five areas tested. Four areas have quartz vein sample assays above 5g/t gold. Two samples had large grade samples. The next phase of exploration is being planned and could start in the second quarter of 2019.
Auxico Resources Canada Inc (AUAG) has signed a deal that could enable it to earn a 70% interest in a joint venture that owns the Palha tantalum property in northern Brazil.
AIM (February 2019 AIM Journal available here)
DP Poland (DPP) is running short of cash and is more than doubling its share capital through a heavily discounted placing raising £5.3m at 6p a share, with the possibility of an additional £500,000. The Domino’s Pizza franchisee for Poland has found competition is getting tougher and growth has slowed. The cash is required to cover losses and open more outlets. Peter Shaw is stepping down as chief executive at the end of June, nearly a decade after founding the business.
Ticketing and queueing technology provider Accesso Technology (ACSO) is reviewing its investment priorities although it says that 2018 figures should be broadly in line with expectations. These will be published on 27 March. A deal fell through and this cost $1.7m. Tom Burnet is moving from executive chairman to a non-exec role. The share price is less than one-third of last year’s high. BlackRock has cut its stake below 5%.
Midatech Pharma (MTPH) has launched a placing and 0.318-for-one open offer to raise up to £4.75m at 3.85p a share on top of the £8m subscription by former AIM company China Medical System Holdings, which will licence products for the Chinese market. The clinical trial for cancer treatment MTD201 will cost up to £7m.
Duke Royalty (DUKE) is acquiring its UK rival Capital Step and this will double the size of the portfolio to eleven investments and diversify it in terms of sectors. There is an initial £10m cash payment and the assumption of debt of £11.65m. There is performance related consideration of up to £1.5m. The deal is immediately earnings enhancing.
Visa has increased its bid for Earthport (EPO) from 30p a share to 37p a share, which beats the Mastercard offer of 33p a share. The latest bid values Earthport at £247m.
Taptica (TAP) has launched a recommended bid for RhythmOne (RTHM) and this will create one of the largest video advertising companies in the US. The offer is 28 Taptica shares for every 33 RhythmOne shares. Taptica shareholders will own 50.1% of the enlarged group. A $15m share buyback programme is planned after the merger. Ofer Druker will become chief executive.
Polemos (PLMO) has finalised the details of its reverse takeover of Digitalbox Publishing for £10m in shares and it is also acquiring the owner of the Daily Mash satirical news website for up to £1.2m in cash and shares. The model for the Entertainment Daily website will be used to improve the performance of the Daily Mash. A placing will raise £1.02m at 14p a share. The company will change its name to Digitalbox.
Hardide (HDD) is raising £3.6m at 1.5p a share so that it can move to new premises in the UK and invest in additional equipment. The surface coatings company is experiencing increasing demand from the oil and gas sector and there is potential for orders from aerospace companies. It will take two years to fully equip and move into the new facility. Hardide also intends to consolidate 40 shares into one new share.
finnCap has raised its forecasts for Tracsis (TRCS) following recent acquisitions. There is a 3% increase in earnings per share for this year and an 11% rise to 30.5p next year.
Stride Gaming (STR) has traded in line with previously downgraded expectations. Cost cutting continues to cover higher regulatory and tax costs. The online gaming operator will report a lower profit in 2018 and it is set to fall again in 2019. Net cash was £22.1m at the end of 2018.
Bowmark Capital has offered 110p a share for Tax Systems (TAX) and discussions continue. Tax Systems reduced net debt from £20.5m to £13.9m by the end of 2018. Pre-tax profit of £5.8m is forecast for 2018.
Victoria (VCP) has sold surplus land in Kidderminster for £2m. The land was in the books for £100,000 but it has obtained planning consent for housing.
Starcom (STAR) has renegotiated its agreement with Xplosive in South Africa, having originally announced it in October 2017. Xplosive has signed a 36-month agreement to pay a monthly fee for each of the Kylos units supplied for the monitoring of cattle. The fees are higher in the first six months and then reduce. The agreement should be worth $500,000.
Strix Group (KETL) has offered to acquire most of the assets of HaloSource (HAL) for $1.3m. Strix has provided working capital of $100,000. Due diligence is being carried out on the water filtration technology and if the deal goes through the cash will pay creditors, but there will be nothing for shareholders.
Prospex Oil and Gas (PXOG) has announced that the Selva gas field in northern Italy has net 2P reserves of 13.3bcf and there are 2.26bcf attributable to Prospex, which has a 17% stake. Selva could start production in 2020 at a rate of up to 150,000 cubic metres/day.
Tau Capital (TAU) plans to raise cash via a placing through Peterhouse and then a capital distribution will be made to all shareholders. This will enable Tau to seek an acquisition. It has until 18 April to secure a deal or trading in the shares will be suspended. Armstrong Investments has increased its stake from 11.7% to 15.7%.
Evgen Pharma (EVG) says that the SFX-01 clinical trial for subarachnoid haemorrhage is on course having completed recruitment and the primary endpoints should be available in the second quarter. Partners Investment Company has acquired at 3.15% stake.
Sports Direct International (SPD) made a £15m offer to buy Patisserie Valerie from the administrator, but this was not deemed enough. Even a higher selling price won’t provide anything for Patisserie Holdings shareholders.
Solicitor DWF plans to raise £75m via a March flotation an some of the cash will repay members’ capital contributions as well as invest in the business. Existing shareholders will also sell shares and partners’ remaining stakes will be locked up until April 2024.
Two former AIM-quoted companies are coming together to join the standard list. Daniel Stewart Securities, which is closing its broking business, is making an offer for Atlantic Carbon, which was previously known as Atlantic Coal, where Adam Wilson, who has had connections with Daniel Stewart, is executive chairman. Singapore-based backer Epsilon Investments refused to put more money into the broker and that is why it is closing. Epsilon holds a majority stake in Hyde Park Holdings, which owns broker Novum Securities. Last October, SeeThruEquity research suggested that Atlantic had an equity value of $86.8m and $68m of debt. In 2017, Atlantic was the largest producer of anthracite in the US with a market share of one-third based on 1.18 million tonnes produced. Atlantic is expected to have moved into profit in 2018, although it did generate cash from operations in 2017. The owners of more than 50% of Atlantic shares have agreed to accept the bid of 1.5587 shares for each Atlantic share.
Thalassa Holdings (THAL) is offering 14.64p a share in cash and 0.26 of a share for each share in The Local Shopping REIT. Thalassa already owns 25.5% of the bid target, which is valued at 32.8p a share. The bid is an alternative to the winding up of The Local Shopping REIT.
Blockchain Worldwide (BLOC) is no longer acquiring blockchain technology developer Chorum Group because of political uncertainty affecting the UK equity markets. Former Avanti Communications boss David Williams is the director of Chorum. Blockchain Worldwide has more than £1m in the bank and is also looking at other technology sectors for acquisitions.
Drilling of the Colter appraisal well in Dorset has commenced and United Oil and Gas (UOG) has a 10% interest. The drilling should take three weeks. The Selva gas field in Italy has net 2P reserves of 2.7bcf attributable to United, which has a 20% stake. Selva could start production in 2020. United intends to move to AIM.
Oil and gas producer Zenith Energy (ZEN) has raised £607,000 in Canada and the UK at C$0.05 a share and 3p a share respectively.
Motor finance provider S and U (SUS) has confirmed that its figures for the year to January 2019 will be in line with expectations. The Aspen property bridging loan business had a loan book of £18m at the end of January 2019. Cautious lending criteria means that new business has slowed in recent months and this has led to a 5% 2019-20 earnings downgrade to 230.1p a share.
BATM (BVC) has won a $3.2m cyber security contract and this takes contracted revenues from this government customer to more than $10m. The latest contract will be delivered this year.
Chesterfield Resources (CHF) is expanding its exploration programme in Cyprus. Initial drilling in an area near historic mining has shown gold, copper and zinc mineralisation. Chesterfield is also applying for licences to extend its licence area.
Dev Clever (DEV) has launched pay per play multi-player, virtual reality game Vanguard: Fight for Rudiarius in Harlow shopping centre. The game will be rolled out to other UK sites.
Bluebird Merchant (BMV) has applied for a grant to help finance drilling at the Kochang project in South Korea and there should be news by the end of the month. There has also been a permit application to develop Kochang.
China-based Gamfook Jewellery (GAMF) joined NEX on 24 December. The online retailer of customised jewellery was introduced at 15p a share, and the shares ended the first week at 15.5p (14p/17p). That values Gamfook at £15.5m. Executive chairman Jindian Lin and his wife own 72.8% of Gamfook. A dividend based on 28% of profit attributable to shareholders is promised.
Part of the £407,000 Sanderson Capital Partners loan to Wishbone Gold (WSBN) has been converted into shares. The conversion of £258,500 was done at 0.1247p a share.
Milamber Ventures (MLVP) reported an increased interim loss of £343,000, up from £263,000. There were net liabilities at the end of September 2018, but the balance sheet has been improved by the issue of shares for cash and to pay off creditors. Problems at apprenticeship training company Eseential Learning are being sorted out.
PCG Entertainment (PCGE) had $913,000 in the bank and shareholders’ funds of £1.02m at the end of September 2018. There was a cash outflow from operations of £817,000 in the six month period to September 2018.
A subsidiary of Lombard Capital (LCAP) is issuing two bonds. The first is a 4% bond, raising up to £50m and expiring at the end of January 2022, and the other is a 4.5% bond, raising up to £90m and expiring at the end of January 2024. It is intended that both bonds should be lised on a recognised exchange.
For a change the last major announcement of the year is a positive one. Gordon Dadds (GOR) has completed the acquisition of international law firm Ince UK and it will trade as Ince Gordon Dadds. Trading in the shares recommences on 2 January. The deal will cost £27.3m over four years, plus options over three million shares, and the combined group generated fees of £30.5m in the year to April 2018. The deal should be earnings enhancing in the current financial year.
Earthport (EPO) is recommending a 30p a share bid from Visa Inc. This values the payments technology company at £198m. The bid is 50% higher than the 20p a share placing price in October 2017, but lower than the 40.85p a share placing price in September 2014.
Chamberlin (CMH) improved its trading in the first half and the cash from the sale of the Exidor business has improved its balance sheet. The foundries business moved back into profit in the first half as demand continues to increase for turbo charger housings, which are used for hybrid cars as wells as conventinal ones. The company’s debt has been reduced from £10.5m at the end of September 2018 to £3.7m. The pension deficit has been cut from £4m in the last balance sheet to £1.5m.
Facilities management and security services provider Mortice Ltd (MORT) increased its interim revenues by 10% to $116.7m. Underlying pre-tax profit was 5% ahead at $2.3m. Net debt was $20.1m at the end of September 2018.
TUS International has published a circular for a general meeting in January in order to gain shareholder approval for the acquisition of the Telit Communications (TCM) automotive business, whose reorganisation is near completion.
In the six months to September 2018, Stanley Gibbons (SGI) continues to lose money although costs have been reduced. Revenues fell from £7.14m to £5.03m. Coins and medals are the part of the business still making a profit. The overall loss has been reduced from £2.93m to £2.37m.
The People’s Operator (TPOP) does not expect to appoint a new nominated adviser and the share placing with the owner of LycaMobile has been pulled. The investment of £1.3m in shares (29.9%) and convertible loan notes will not go ahead but the potential investor is considering its options. The AIM quotation will be cancelled on 3 January.
TSX-V quoted PetroTal Corp (PTAL) has gained an AIM quotation. The Peru-focused oil producer is developing its interests at Bretana and growing near-term production.
IT compliance and security services provider GRC International (GRC) increased its interim revenues by 54% to £8.91m, thanks to a boost from GDPR, but it moved from a pre-tax profit of £614,000 to a loss of £2.18m. There was additional investment following the flotation of the company in March. Cash is running out and an overdraft and a loan facility have been secured.
Gaming technology developer Nektan (NKTN) is raising £1.5m at 15p a share, although not all the shares will be issued until the company gets shareholder approval at the AGM on 7 February, and it will generate £2m from the sale of 57.5 of US subsidiary Respin. There are also plans to restructure the conversion terms of loan notes and a shareholder loan. These proposals are dependent on each other going ahead and on the successful negotiation with the HMRC over the payment terms for £2.9m of UK point of consumption tax. There was £1.4m in cash at the end of June 2018, which is similar to the cash outflow from operations in the preceeding 12 months.
Functional food ingredients developer Provexis (PXS) improved interim revenues from £124,000 to £194,000. The company’s Fruitiflow products are being more widely sold and the prospects for the deal with BY-HEALTH in China are positive. Pro forma cash was £556,000.
Veltyco Group (VLTY) is going to launch its own regulated financial trading brand in the first quarter of 2019, although this depnds on regulatory approval.
Oil and gas explorer and producer Cabot Energy (CAB) says that it is still trying to raise cash via a share issue and it would be at a large discount to the current share price. The cash needs to bre raised by the end of January in order to pay overdue creditors and provide working capital.
Building materials sector consolidator SigmaRoc (SRC) has announced its plans to redeem its £10m of 6% convertible loan notes. SigmaRoc is offering 105p for each 100p loan note, plus 0.378p a note in interest payments. The last acceptance date for the tender is 16 January.
Mobile commerce services provider Bango (BGO) will be loss-making in 2018, although there was an EBITDA in the fourth quarter. End user spend more than doubled to £550m. There should be £3.5m in the bank at the end of 2018.
WANdisco (WAND) has secured a three-year agreement with an American healthcare company worth £700,000. The deal involves WANdisco Fusion and comes via the sales partnership with IBM.
Paracale Gold is providing a loan of up to $1.224m to Goldstone Resources (GRL) to finance the development of the Akrokeri-Homase project in Ghana. This mine could be in production in 2020. Paracale will receive 40.35 million warrants exercisable at 1.2p a share, which replace existing warrants.
Mobile payments technology provider MobilityOne Ltd (MBO) has secured an agency and reseller agreement with MBP Solutions for the company’s products in Malaysia.
In the six months to September 2018, Vast Resources (VAST) reported a 8% increase in gold production to 13,352 ounes at the Pickstone-Peerless gold mine in Zimbabwe. There was a 61% increase in copper concentrate produced to 1,526 tonnes at the Manaila polymetallic mine and zinc concentrate produced has nearly doubled to 199 tonnes. Revenues increased from $14.9m to $21.9m. There was still a cash outflow from operations of $1.79m.
Michael Principe and Greg Genske have resigned from the board of TLA Worldwide (TLA) following the sale of its core US business. The agreement with SunTrust Bank to defer capital and interest payments has been extended to 31 January.
Phoenix Global Mining (PGM) has raised £358,000 at 28p a share. There is a warrant exercisable at 28p, lasting until the end of 2021, with every four new shares. The cash will be invested in the Empire copper, gold, silver, zinc and tungsten mine in Idaho, where news of the most recent drilling is expected. A new resource statement will be prepared and additional acreage acquired.
Urban Exposure (UEX) had committed new lending of £522m during 2018. It has secured a £165m loan facility for its joint venture with KKR, as well as a £32.8m loan from Aviva for a single transaction by the joint venture.
Nanoco (NANO) has achieved the third milestone in its cadmium-free quantum dots technology development and supply agreement with a US customer and triggered a £1.6m. This is the final milestone of three and they have generated £4.2m.
Robin Boyle has requisitioned a general meeting at Athelney Trust (ATY) in order to get himself reappointed. He also wants David Lawman and Paul Coffin to be appointed and the three existing directors, Dr Emmanuel Pohl, Simon Moore and Jemma Jackson, to be removed. The other two resolutions are to terminate Jason Pohl as alternate director and any other director appointed by the time of the general meeting on 22 January.
Standard list shell Stranger Holdings (STHP) is still awaiting UKLA approval for its proposed reverse takeover of waste energy technology developer Alchemy, which was announced in August 2017. Management is hopeful that the deal could go ahead by the end of the first quarter of 2019. Stranger had net liabilities of £435,000 at the end of September 2018.
Dukemount Capital (DKE) has forward-funded and pre-sold its first development at West Derby to a fund managed by Alpha Real Capital. Dukemunt will receive £570,000 for the site and the total funding package for the development will be £3m. The development involves demolishing the existing building and constructing 17 supported living appartments and retail space. Dukemount continues to manage and develop the project on behalf of the supported living housing association that has taken a 50-year lease.
European Lithium (EUR) joined NEX on 26 November. European Lithium is the 100% owner of the Woflsberg lithium project in Austria and it is already quoted on the ASX. The plan is to produce battery grade lithium hydroxide for the European market. Capex of $390m is required for the project. WH Ireland estimates the NPV at $223m.
Crossword Cybersecurity (CCS) has confirmed its move to AIM in the middle of December. The cyber security systems developer plans to raise up to £2.25m.
Wheelsure Holdings (WHLP) raised £125,000 at 1p a share. This will finance product development. Wheelsure has established a project with Haydale Graphene Industries (HAYD) and the University of Manchester. This will develop a product combining graphene with Wheelsure’s failsafe locking system.
Ace Liberty and Stone (ALSP) has completed the acquisition of the Mecca bingo hall in Chesterfield for £4m. The property has a ten year lease and generates annual rent of £388,000. Ace has issued 147,070 shares at 100p each covering the conversion of convertible loan notes and payment of related interest.
Sandal (SAND) says that it needs more to cash in order to fully exploit the potential for Energenie MiHome products. Revenues in the first five months of the new financial year are higher than in the same period last year, even though there was a stock overhang at one Energenie MiHome customer.
IMC Exploration (IMCP) is relinquishing two licences in order to focus on its three main projects. They are the tailings project in Avoca, Wicklow, the north Wexford gold project and the zinc project in County Clare. There was €212,000 in the bank at the end of June 2018.
TechFinancials Inc (TECH) has launched the Beta version of its CEDEX blockchain diamond exchange.
Barkby Group (BARK) has taken on a ten-year lease for The George at Burpham in Sussex.
Primorus Investments (PRIM) has purchased 27 million shares in Greatland Gold (GGP) at an average price of 1.67p a share. The investment totalled £450,000. This is on the back of positive drilling results. At the Havieron gold/copper project in Western Australia.
Dana Group International Investments (DANA) reduced its underlying loss in the year to June 2018 and it ended the period with a NAV of 21 cents a share. There was a sharp decrease in NAV due to the write-down in the value of investments.
Imperial Minerals (IMPP) is still seeking a resources acquisition. There was £20,000 in the bank at the end of June 2018 and subsequently a further £50,000 was raised by a convertible issue.
Active Energy Group (AEG) has raised nearly £1.5m at 1p a share and there is one warrant with every four new shares. The warrant is exercisable at 1.75p a share over a 12 month period. Creditors have been issued 15.5 million shares for the money they are owed. The cash will be used to finance the plans for a CoalSwitch plant with its joint venture partner and the working capital for the newly awarded cutting permits in Newfoundland.
Financial services provider STM Group (STM) expects a significant release from the London and Colonial Assurance of at least £500,000 before the year end. Last year, the release was £1.3m. There have also been one-off costs, but overall pre-tax profit should be in line with expectations.
Kropz (KRPZ) began trading on AIM on Friday. The share price ended the day at a 3.5p premium to the 40p placing price. The plant nutrient producer raised £27.3m to finance the Elandsfontein phosphate project.
Inland Homes (INL) has a land bank of 7,000 plots and 1,700 of them have planning consent with a further 2,000 in the planning pipeline. The sale of 386 plots in Buckinghamshire has generated a management fee of more than £7m. There should be 80 houses completed in the first half. The Rosewood Housing business has obtained approval to become a provider of affordable housing.
Argentina-focused oil and gas producer and explorer President Energy (PPC) has completed the acquisition of additional assets. Incremental production will start in December. Drilling of the third well at the Puesto Flores field has started.
Gift wrap supplier IG Design Group (IGR) has grown in the first half via a combination of acquisition and organic growth. The interim figures have led Progressive Equity Research to raise its 2018-19 earnings forecast from 25.9p a share to 27p a share.
Babestation broadcaster Cellcast (CLTV) says that revenues are declining and this is likely to continue. There is £700,000 in the bank and management is trying to collect money owed in Kenya.
IDOX (IDOX) says that full year revenues, excluding the former digital division, fell from £73.5m to £67.2m. The information management software provider generated adjusted EBITDA of £14.4m, down from £16.7m. Annualised recurring revenues are running at £32.4m. The annual results will be published in February.
Safestay (SSTY) is raising up to £11m via a placing and one-for-12 open offer at 34p a share. This cash will finance the conversion and refinancing of two hostels as well as investment in other existing sites and acquiring new ones.
Faroe Petroleum (FPM) has rebuffed a bid approach by DNO. Faroe says that the 152p a share cash offer, which values the oil and gas company at £607.9m, undervalues the business and its prospects. DNO already owns a 28.2% stake in Faroe.
Rose Petroleum (ROSE) has been paid around $300,000 in shares for providing its uranium database to enCore Energy Corp. The shares have to be retained for four months.
Timber merchant James Latham (LTHM) reported a 10% increase in interim revenues, while underlying pre-tax profit was £7.6m, prior to a £1.1m gain on the sale of the Yate site. The order book is strong, but it is more difficult to pass on price rises. There is £12.9m in the bank.
Maistro (MAIS) has launched a one-for-7.28423264 open offer at 1p a share. That could raise up to £250,000, which could take the total raised to £2.2m.
TLA Worldwide (TLA) is planning to sell its US operations to major shareholder Gatemore and may also sell its Australian activities. This may raise enough to pay off debt and leave a small amount of cash in TLA.
Gaming demand continues to be strong for security technology provider Synectics (SNX) but UK bus demand means that the full year profit forecast has been cut from £3m to £2.8m. The £4m profit forecast for the following year has been maintained.
The optimism about the Wressle oil project proved false and the planning permission was not approved as had been recommended. The original application was refused two years ago and an appeal is planned. Operator Egdon Resources (EDR) owns a 30% interest in Wressle, Europa Oil and Gas (EOG) has a 30% interest and Union Jack Oil (UJO) has a 27.5% interest. Humber Oil and Gas owns the other 12.5%.
Altona Energy (ANR) has temporarily suspended its activities at the Westfield Tenement in Australia. Management believes that other coal deposits may be more suitable for its pyrolysis technology.
Realm Therapeutics (RLM) has selected a shortlist of potential transactions, including a potential sale of the company. Further news will be published in the first quarter of 2019.
Fishing Republic (FISH) is still trying to raise additional funds for the business and it is also assessing options for selling the business.
Webis (WEB) improved its pre-tax profit from $5,000 to $103,000 in the 12 months to May 2018 and this is before any benefit from legalised online sports betting in the US.
Bioquell (BQE) is recommending a 590p a share cash bid from US-based Ecolab. That values the bio-decontamination business at £140.5m. The bid is nearly four times the level of the share price three years ago.
Standard list shell Hertsford Capital (HERT) has raised £3mat 10p a share. The technology-focused investment company has £2.8m in cash after costs. The share price ended the week at 11.75p.
Interim revenues declined from £666,000 to £498,000 at Associated British Engineering (ASBE) although the loss fell from £377,000 to £342,000 due to an improved performance at British Polar Engines as annual cost savings of £150,000 start to show through. There is around £1m of cash and available for sale financial assets, which is similar to the NAV.
PV Crystalox Solar (PVCS) has received the final payment of €14.3m in settlement of claims against a customer.
Flavour and fragrance ingredients supplier Treatt (TET) increased its revenues by 11% to £112.2m in the year to September 2018. Pre-tax profit improved from £11.7m to £12.6m. US capital investment should be completed next year.
Vertically integrated gemstone explorer Shefa Yamim (SEFA) is set to begin trial mining early next year. The latest exploration results have increased the volumes of mineralised placer gravels at three target sites from 1.1 million tonnes to five million tonnes.
Cardiff Property (CDFF) increased its net assets from 2126p a share to 2178p a share at the end of September 2018. The property investor has no debt and there is cash and financial assets of £5.8m. The dividend has been increased from 15.5p a share to 16.6p a share.
Blockchain venture builder Coinsilium Group Ltd (COIN) says that RIF Labs is acquiring RSK Labs, where Coinsilium owns 65,000 series Seed-1 preferred shares. The cost of the investment was $83,750. The acquisition is a share for token swap and Coinsilium will end up with 1.95 million RIF tokens, which is the equivalent of 139.4 bitcoins, currently valued at $773,000. However, an initial 12.5% of the consideration will be released six months after the deal is completed and then 2.5% each month for 42 months.
NQ Minerals (NQMI) has entered into an additional marketing and off-take agreement with Traxys Europe. The deal covers the production from the Hellyer project in Tasmania for the first five years. This includes a facility for prepayment.
Tectonic Gold (TTAU) says that its Australian subsidiary has received a A$590,000 tax rebate from the Australian government. A 43.5% rebate is due on qualifying technical expenditure and so far more than A$2m has been received. Spending continues.
Gowin New Energy Group Ltd (GWIN) chief executive Chen Chih-Lung is lending £40,000 to the company for 12 months at an annual interest rate of 2%.
Music and audio equipment supplier Focusrite (TUNE) is continuing to grow internationally although Asia is growing at the fastest rate. Full year revenues grew by 14% to £75.1m, while pre-tax profit improved from £9.51m to £11.3m. The dividend is 22% higher at 3.3p a share. There is £22.8m of cash in the bank and this could be used for add-on acquisitions. Tariffs on Chinese exports are being used as a way of testing out price rises for the US market. Forecast profit growth is modest but there is potential for outperformance.
Tristel (TSTL) is buying its distributor in Benelux and France and this will enhance earnings. The maximum payment for Ecomed will be €6.8m (£6m) with €5m paid up front. The deal also provides an additional warehouse in Europe. A full year contribution in 2019-20 will increase pre-tax profit by £700,000 to £6.5m.
Sustainable timber supplier Accsys Technologies (AXS) has increased its capacity for Accoya production by 50% and this will help production in the second half. Demand for Accoya is strong and sales increased from €28.3m to €31.1m in the six months to September 2018. The development of the Tricoya plant in Hull is progressing. Construction could be completed in the middle of 2019 and it will breakeven at 40% of capacity. Tricoya, which is used in MDF-type panels, is currently produced from Accoya and this plant will free up Accoya production for other customers. Numis forecasts a rise in full year revenues from €60.9m to €73.1m and a decline in loss to €5.1m. Net debt is expected to be €46m at the end of March 2019 and it will continue to rise because of the capital investment programmes. If partners can be secured in the USA and Asia then this could provide a significant boost to the company.
Initial drilling results at the Havieron licence area in Western Australia provided good news for Greatland Gold (GGP) with two wide zones of gold and copper mineralisation intersected. This significantly extends the known mineralisation.
Immunodiagnostic System Holdings (IDH) is up to its old tricks. The interim figures were published at 5.04pm on Friday 23 November. To be fair this is 14 minutes earlier than the half year trading statement so maybe the company is improving. Here’s hoping. Interim revenues were flat at £18.5m but the company fell into loss. There was £27.8m of cash in the bank (net cash of £26.5m) at the end of September 2018. Maybe some of this should be spent on an alarm clock so management can get up in the morning to release its results.
Chris Jagusz has stood down as chief executive of Redcentric (RCN) as revenue growth has been hard to come by. The latest interims have sparked downgrades for 2018-19 with revenues cut by 5% to £94.2m.
SIMEC AtlantisEnergy (SAE) has singed a joint venture with AD Normandie Developpement and this will enable the commencement of tidal energy projects between France and Alderney. A capacity of 3,000MW is being targeted and there is potential for EU grants.
Innovation software provider Imaginatik (IMTK) has achieved annualised cost savings of £1.2m, but the strategic review held back revenues and new orders in the first half. The cash outflow declined. Trading levels are picking up.
There are no competition concerns about the Ebiquity (EBQ) disposal of its advertising intelligence business to Neilsen Media Research. The business has been underperforming because of the uncertainty and this will enable the deal to go ahead. Ebiquity says that 2018 operating profit will be lower than expected.
Positive news about the Wressle oil project, where the planning officer for North Lincolnshire has recommended approval. The original application was refused two years ago. Operator Egdon Resources (EDR) owns a 30% interest in Wressle, Europa Oil and Gas (EOG) has a 30% interest and Union Jack Oil (UJO) has a 27.5% interest. Humber Oil and Gas owns the other 12.5%.
Integumen (SKIN) has raised £355,000 from a placing at 0.44p a share. This cash will support the development and commercialisation of Labskin. Integumen is paying €40,000 and six million shares to former chief executive Declan Service.
Sutton Harbour (SUH) returned to profit in the six months to September 2018, although the corresponding period had a hefty asset write-down, and it is raising cash for pre-construction funding. An open offer of 77-for-786 at 29p a share will raise up to £3m and close on 6 December. Planning approvals have been received for the Sugar Quay and Harbour Arch Quay schemes in Plymouth.
Electronic and battery products supplier Solid State (SOLI) is starting to improve its performance, although there may still be a decline in full year profit. In the six months to September 2018, revenues were 5% ahead at £23.6m and pre-tax profit improved from £1.55m to £1.66m. The interim dividend was 5% higher at 4.2p a share. The order book was worth £29.6m at the end of September 2018.
TomCo Energy (TOM) has appointed Turner Pope to replace SVS as broker and trading in the shares has recommenced.
SEC (SECG) is acquiring France-based public and corporate affairs business CLAI. An initial 10% stake, but with 50.1% of voting rights, will cost €490,000 in cash. A further stake of 40.01% will be acquired in the second half of 2020 and another 10% in the second half of 2023. The shareholders can ask SEC to buy the remaining shares between 30 July 2025 and 30 November 2025. The final payments are based on an earnout although the maximum will be €8.8m. In 2017, CLAI made a pre-tax profit of €551,000 on revenues of €4.49m. The acquisition could be earnings enhancing. CLAI will continue to be run by existing management.
Majestic Wine (WINE) is finding the UK market tough and margins are coming under pressure. Peel Hunt has reduced its 2018-19 pre-tax profit forecast by £2m to £12.8m, partly due to increased investment in Naked.
Kestrel has increased its stake in Pebble Beach Systems (PEB) to 22.2%.
Another disappointing trading statement from Fire Angel Safety (FA.) has led to a 2018 profit downgrade. Stock problems and delays to orders have hit the smoke alarms supplier. Scottish legislation due to be passed next year should provide a boost to demand. Fire Angel will be loss-making in 2018 but should make a small second half profit.
Legal services firm Knights Group (KGH) says that interim figures will be in line with expectations with double digit organic revenue growth. The interims will be announced on 15 January.
Maritime identification systems developer SRT Marine (SRT) had already flagged its 9% increase in interim revenues to £3.2m and increased underlying loss of £1.3m. There was little contribution from the GeoVS analytics system. There are expected to be significant deliveries in the second half, but timing cannot be guaranteed. A full year profit of around £3m is expected if the deliveries do take place. SRT is no longer considering investing in its own satellite constellation for this business.
FIH Group (FIH) reported flat interim profit, although there was a sharp improvement in contribution by the Momart art and museum logistics business. There was a decline in the performance of the Gosport ferry and Falkland Islands activities.
Lawyer Gateley (GTLY) says interim revenues will be one-fifth higher at £46.4m with around 50% of this organic growth. Full year revenues should be at least £102m. EBITDA margins should be maintained suggesting full year EBITDA of more than £19m. That is slightly higher than previous consensus.
Argentina-focused oil and gas producer and explorer President Energy (PPC) says the first Puesto Flores development well is producing at 600 bopd, having peaked at 1,000 bopd. This is as much as was anticipated from all three development wells. The results from the second development well appear positive and testing is about to commence. finnCap believes that the first well could have a post-tax NPV of $20m.
Pallett developer and manufacturer RM2 International (RM2) is raising £13m at 105p a share, following a 200-for-one share consolidation. This replaces the second tranche of a previously announced placing which would have happened at 1p a share (200p a share equivalent) but RM2 did not meet the performance requirements to spark the other placing. All but one of the investors set to buy shares previously will subscribe to the new placing. The cash will be used to fit track and trace devices to existing pallets, produce new pallets and cover admin costs. The cash will last until next April.
finnCap has sharply downgraded its pre-tax profit forecasts for telecoms services provider Maintel Holdings (MAI) due to project delays. The 2018 figure has been cut from £12.9m to £9.8m and the 2019 figure from £16.1m to £12.7m. The 2018 dividend is still expected to be 34.5p a share, although the cover will fall to 1.6 times. There is a move towards recurring revenues which will have a longer-term benefit for Maintel.
Restaurants operator Tasty (TAST) has revised its £7m term loan facility, which will be extended until March 2022. Quarterly repayments will be reduced from July 2019, by which time the amount draw down will be reduced by £1.1m. Net debt is currently £4.3m.
The NAV of value-focused investment vehicle Gresham House Strategic (GHS) has held up well considering the stockmarket decline. It grew to 1264p a share at the end of September 2018 and it was still 1243.2p a share on 16 November. The stake in IMImobile (IMO) has been reduced but it remains a strong performer. Cloud communications software supplier IMImobile improved its interim revenues by one-quarter and organic growth was 15%. The growth came from the European and American operations. Established customers are buying more services from the company and acquisitions are supplementing growth. Liontrust has increased its IMImobile stake to 21.4% but Kestrel has cut its to below 3%.
Payment protection software provider PCI-PAL (PCIP) is paying former boss William Catchpole his contracted entitlements plus £100,100 in settlement of his claims. The board unanimously asked Catchpole to leave in October. The final loan note repayment of £250,000 has been received from the buyer of the contact centre business.
Digital and media recruiter Nakama Group (NAK) reported flat interim net fees of £2.7m, but it managed to return to profit thanks to reduced costs. Further cost cutting is underway. There was a £558,00 cash inflow from operations and net debt was £488,000.
Antennas developer MTI Wireless Edge (LSE: MWE) has completed its merger with Israel-quoted majority shareholder MTI Computers and the initial benefits will show through in the second half. The interim figures show organic growth in revenues of 2%, but that growth should accelerate in the second half. Water management technology provider Mottech is winning new business and there are good prospects for the other divisions. The NAV is 17.8p a share and the full year dividend could be 1.25p a share.
Two directors have invested nearly £230,000 in shares in Condor Gold (CNR) at 22pa share. Non-executive Jim Mellon took his stake to 7%, while executive chairman Mark Child has reached 6%. Condor has been granted an important environmental permit for the development of a processing plant at its La India project in Nicaragua. SRK Consultants is preparing an updated mineral resource.
Juridica Investments Ltd (JIL) plans to leave AIM as part of the process of winding-up the company. The quotation will be cancelled on 21 December after liquidators from KPMG Channel Islands are appointed. Management fees will be reduced.
Online women’s fashion retailer Sosandar (SOS) continues to build up its sales, having been trading for two years, and they reached £1.84m in the six months to September 2018. The loss was nearly £2m. Returns were 52% but that was put down to a high level of dress sales in the period and it can be more difficult to get the right fit. The benefits of the move to the Magento 2 ecommerce platform and the investment in the website are showing through in the second half. October was a record month. A placing raised £3m after the balance sheet date so pro forma cash is £5.56m.
600 Group (SIXH) has rationalised its UK business and sorted out its pension problems. Interim revenues were slightly ahead but underlying margins improved from 5.1% to 6%. The machine tools and laser marking equipment supplier is expected to improve its full year pre-tax profit from $3.05m to $3.9m.
Motor dealer Cambria Automobiles (CAMB) has performed well considering the dip in the new car market. Used vehicles and aftersales offset some of the decline. There was a 2% decline in revenues to £630m and underlying pre-tax profit fell by 13% to £9.8m. The capital investment programme for new sites has peaked and the benefits of that investment are still to come.
Veltyco Group (VLTY) is still finding it difficult to collect the money it is owed. This means that its cash is running low and this will impact its ability to promote its own brands.
Graphene materials supplier Directa Plus (DCTA) is confident that it will achieve 2018 revenues of €2.3m and this figure could double in 2019. Growth is coming from textiles, environmental and elastomers customers.
Ubisense Group (UBI) is selling RTLS SmartSpace for up to £35m, which is around two-thirds of the software company’s current market value. The group had cash of £6.8m in the middle of November 2018. Funds managed by Investcorp Technology Partners will pay an initial £30m. Liabilities of £3.1m and a loan of £1.75m will have to be paid out of the proceeds. The company’s name will be changed to IQGeo and it will focus on the myWorld product, which helps telecom companies to integrate their technology ecosystem. The myWorld business generated interim revenues of £5.7m but £3.2m was geospatial services from third party products. Some of the cash will be distributed to shareholders.
The decline in annual pre-tax profit at Stride Gaming (STR) from £18.9m to £14.8m was no surprise given the impact of regulation and tax. The online bingo and gaming company is likely to report a further fall in profit this year. A special dividend of 8p a share has been announced and in future 50% of net earnings will be paid in dividends.
Packaging and labels supplier Macfarlane Group (MACF) continues to grow revenues organically, supplemented by recent acquisitions. Organic growth has been 5% and overall growth is 13%. The fourth quarter is important, though. Full year pre-tax profit is forecast to improve by 47% to £13.6m and earnings per share by one-third to 7p. Acquisition payments should be offset by cash generated in the second half.
S and U (SUS) has increased its investment in Aspen Bridging from £20m to £30m. Aspen has been trading for less than two years and is already in profit.
Creightons (CRL) increased its interim profit by 44% to £1.38m on revenues one-third ahead at £22.3m. The main growth in sales has come from retailer own brands, while Creightons own brands raised their sales by 11%.
David Brown has sold his 4.55% stake in Associated British Engineering (ASBE).
Sealand Capital (SCGL) has formed a new subsidiary called ePurse (HK) Ltd, which is generating commissions from WeChat Pay activities in Hong Kong. Licences have been obtained in the UK and Dubai.
Brewer Shepherd Neame (SHEP) has secured long-term facilities of £50m, which expires in 2023, and a £35m private placement of loan notes with BAE Systems Pensions Fund which lasts for 20 years. These replace existing loans. A revaluation of pub assets has delivered a £24m gain on book value.
Mechanical and electrical services provider Field Systems Designs Holdings (FSD) has benefitted from strong spending in the water sector as Asset Management Plan 6 reaches its mid-point, as well as demand from the energy from waste sector. However, the energy from waste customer’s tough stance has held back group gross margin. In the year to May 2018, revenues improved from £17.2m to £25.9m, but pre-tax profit fell from £839,000 to £625,000. If the defined benefit scheme settlement gain is stripped out, then there is an improvement in profit from £463,000 to £558,000. There is £3.97m in the bank. The current order book is worth £12m.
Coinsilium Group Ltd (COIN) is pushing ahead with Flowstone Capital Ltd, which is a private crypto fund and it has set up Flowstone Management Ltd to manage the fund. Coinsilium has also secured a strategic advisory partnership with LC LITE, which is planning a token generation event to finance the development of a digital letter of credit system for importers and exporters.
Startup Giants (SUG) still had £665,000 in the ban at the end of July 2018. Thee are plans to raise more cash via the event management services provider Exponential Events’ platform.
TechFinancials Inc (TECH) is in talks with blockchain-based sports ticketing platform Footies Tech to establish a new subsidiary to develop a blockchain-based venue management system. The idea is that TechFinancials will own 75% of the company and it would provide finance of up to $500,000 to develop a proof of concept. TechFinancials will licence its technology to the new company for free.
Formerly AIM-quoted Metminco (MNC) has withdrawn from the proposed acquisition of Gunsynd (GUN) investee company Sunshine Minerals after it failed to complete due diligence. Gunsynd says that there are other interested buyers even though the nickel price has fallen since the original announcement about the proposed acquisition.
The chairman and chief executive of DXS International (DXSP) have bought further shares last week. Chairman Bob Sutcliffe bought 18,857 shares at 10.5p each, while chief executive Bob Immelman acquired 19,802 shares at 10p a share which took his stake to 10.4%.
Ananda Investments (ANA) executive director Melissa Sturgess has bought another 500,000 shares at 0.4501p each.
Gordon Dadds (GOR) is acquiring Ince and Co International LLP and its associates, which will make it the largest quoted law firm. Annual revenues will be more than £110m. The estimated consideration will be £34m, depending on revenues generated in the three years after acquisition. The merged company will be called Ince Gordon Dadds. Share trading remains suspended until the full details of the deal are published.
Watkin Jones (WJG) says that its full year figures will be slightly better than expected. Good progress is being made with the build to rent operations, but the benefits will come in the future. The sale of a client portfolio of the student accommodation management division has led to a termination fee and a share in the profit of the disposal, which totals £4m.
Concepta (CPT) has obtained a CE Mark for its myLotus fertility testing technology. This enables women to test for their optimal level of fertility. The self-test platform has been launched at the Fertility Show in London. Initial sales will be via the company’s own website. It will take time to build up sales and it is likely to be next year when they become more significant. Concepta raised £2m in August so it is well-funded for its current requirements.
Goldplat (GDP) says that first quarter production fell to 6,100 ounces of gold because of problems sourcing raw materials in Ghana and South Africa, but there has been a recovery in the second quarter and it should be able to achieve full year production estimates of 39,5000 ounces of gold. The Kilpesa mine is being put on care and maintenance if a partner cannot be found and that could knock 3,700 ounces off the production figure.
Next Fifteen Communications (NFC) has raised £20m at 475p a share. The PR firm will use some of the cash to finance the acquisition of Activate Marketing Services for an initial $9m in cash. This technology-focused business is data-led and will continue to be operated separately. This is the latest example of Next Fifteen’s strategy of growing its digital marketing operations.
Gama Aviation (GMAA) says that growth has been slower than anticipated in the second half. The main culprits are the US air associate and slower than expected growth at the new Bournemouth ground services facility. This equates to a $3m cut in forecast operating profit for 2018 and the earnings per share forecast has been reduced by 19% to 21.3 cents.
The share price of floorcoverings manufacturer Victoria (VCP) slumped on the back of a warning that margins were coming under pressure. Like-for-like revenue growth was more than 3% in the six months to September 2019, but less profit is being made. Victoria is attempting to refinance its two-year bank facility through the issue of a five-year €450m bond, which has been given a BB minus credit rating by Standard & Poors.
Safestay (SSTY) has acquired a 20-year lease on a site in Vienna. This is currently a hotel and it will be converted into a 234 bed hostel at a cost of less than €300,000. Safestay will have 13 hostels.
Pires Investments (PIRI) had a NAV of £950,000 at its year end. The £200,000 increase was mainly due to investments in SalvaRx and Eco (Atlantic) Oil and Gas.
Imaginatik (IMTK) has launched its six-for-nine open offer to shareholders. This could raise up to £253,000 at 1.1p a share. The closing date is 26 November.
Market research firm System1 Group (SYS1) has declared a maintained interim dividend of 1.1p a share, but the final dividend may be reduced. Interim revenues declined by 5% and pre-tax profit was lower without the £250,000 exceptional credit. That is due to investment in the Ad Ratings business. There was £3.55m in the bank at the end of September 2018.
Mporium (MPM) has signed a deal with BPC Land and Sales Marketing, a services provider to property developers. BPC will use Mporium’s IMPACT technology for digital advertising campaigns. This is a new sector for Mporium.
Biome Technologies (BIOM) has increased nine months revenues by 59% to £7m, which is more than for the whole of 2017. Biome is profitable and it had £2.5m in the bank at the end of September 2018. The main growth has come in the RF Technologies division. The bioplastics business increased its third quarter revenues, but nine months revenues are still lower.
Parity (PTY) has warned that there will be a significant shortfall in profit in 2018 because of the continuing delay of a major contract. WH Ireland has slashed its pre-tax profit forecast from £1.9m to £850,000, suggesting limited profit in the second half.
Meat and delicatessen products retailer Crawshaw (CRAW) is appointing an administrator because it was unable to raise the cash it required.
Elektron Technology (EKT) has increased its nine months revenues from £22.1m to £25.8m and the full year outcome is set to be ahead of expectations. Sight screening technology developer Elektron Eye Technology is expected to move into profit. Net cash was £8.5m at the end of October 2018.
Transportation software and services provider Tracsis (TRCS) has received a renewal and extension of data hosting services and software with a rail client. The contract is worth more than £2m over two years.
More bad news from superyacht painting and maintenance services provider GYG (GYG) as 2018 figures are set to be well below expectations that have already been revised downwards. There will be a full year loss on revenues of €44m. There will be no dividend. Refit projects have been delayed and one shipyard undergoing maintenance. New build contracts have been won for 2019. The order book is worth €31.3m, of which €18.2m relates to 2019.
BlueRock Diamonds (BRD) has raised £626,000 at 0.3p a share with every two new shares coming with a warrant to subscribe for a share at 0.4p. The directors have invested £170,000. The cash will be used to open two of the five kimberlite pipes at the Kareevlei diamond mine in South Africa.
Tern (TERN) has invested a further £1.1m in in virtual reality training and data analysis technology platform developer FRVS.
PhotonStar LED Group (PSL) has appointed Menzies as administrator of its subsidiary PhotonStar LED Ltd. That business generated £1.15m of first half revenues of £1.33m. It also made most of the loss. More cash will be required for the remaining subsidiary.
TomCo Energy (TOM) has raised £100,000 at 8.5p and disposed of its stake in Red Leaf Resources for $133,333, which had no value in the balance sheet. This will take cash resources to £335,000. The field test on the Holliday block has been delayed due to a failure of couplings.
Ascent Resources (AST) is still finding it difficult to obtain the permits it is waiting for from the Slovenian authorities so that it can generate revenues from gas. Ascent is considering taking action in the European Court.
N4 Pharma (N4P) says clinical data suggests that its Nuvec technology is suitable for use with multiple antigens. It has delivered mRNA and pDNA in sufficient levels to generate the required immune response. The results of the next study should be available in the first half of 2019.
Wey Education (WEY) reported good results but WH Ireland has downgraded its forecasts for this year and next year. The broker is being more cautious about international growth prospects and cut the 2018-19 pre-tax profit forecast from £1.95m to £1.31m and the following year’s from £5.2m to £3.3m.
Frontier IP (FIPP) has made its second Portuguese investment. Des Solutio is developing greener versions of chemicals used to make beauty, pharma and personal care products. Frontier IP has taken a 25% stake.
Myanmar-focused social media platform operator MySQUAR Ltd (MYSQ) is raising £600,000 at 0.35p a share. Management is focusing on active users and in the first quarter of this financial year there were 412,338 active users of the mobile games offer and 426,750 media and mobile apps users. Last year’s revenues were $1.84m but they need to be much higher than that.
Property investor Safeland (SAF) has acquired North Downs golf club in Surrey for £1.07m and it will invest in the facilities.
Rose Petroleum (ROSE) says that the US Bureau of Land Management has approved the application for a permit to drill the GV 22-1 well on the Paradox acreage in Utah.
Zotefoams (ZTF) has improved revenues by 16% in the nine months to September 2018. Full year profit is expected to be slightly better than anticipated. HPP sales have nearly doubled due to demand from the footwear and aviation sectors. Capacity is being increased.
Books publisher Quarto Group (QRT) has extended its facilities to the end of August 2020. The bank facility has been reduced. Large shareholders have agreed to provide unsecured and subordinated loans of $13m, repayable on 31 August 2020.
Stem cell services provider WideCells Group (WDC) is restructuring its Wideacademy educational subsidiary and closed its London office. Annualised savings are worth £400,000. Alan Greenberg has stepped down from the board.
Social media investment company Sealand Capital (SCGL) has published its full year figures and subsequent interim results. Trading in the shares has recommenced. The SecureCom business has been sold. Sealand has subscribed for a 55% interest in Guangzhou Ruiyou Information Technologies Co, which is a mobile game distributor. It is also party to a licenced operator agreement of the WeChat advertisement product in the UK and UAE. There was £758,000 in the bank at the end of June 2018.
Gems explorer Shefa Yamim (SEFA) has raised £250,000 at 80p a share. The shares each come with one warrant exercisable at 100p a share.
Dukemount Capital (DKE) has gained planning permission for a minor extension on its second property in north west England.