THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR
RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA
AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED IN OR
INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH
JURISDICTION. PLEASE READ THE IMPORTANT INFORMATION AT THE END OF
THIS SUMMARY.
15 December 2011
Pursuit Dynamics
plc
Proposed 1 for 8 Rights Issue
of 9,382,908 New PDX Shares at 100 pence each to raise
approximately £9.38 million
PDX today announces the details of a proposed Rights Issue to
raise approximately £9.38 million (£8.88 million net of expenses).
It is anticipated that the Rights Issue will be made on the basis
of 1 New PDX Share for every 8 Existing PDX Shares at a price of
100 pence per New PDX Share, representing a discount of 50.8 per
cent. to the Closing Price of 203.25 pence on 14 December 2011,
being the latest practicable date prior to the publication of this
announcement.
Highlights:
- Planned 1 for 8 Rights Issue to raise approximately £9.38
million (£8.88 million net of expenses)
- Support from institutional investors to subscribe for all of
the New PDX Shares
- Net proceeds of the Rights Issue will provide further funding
for the commercialisation of PDX's technology portfolio
Cenkos is the Company's Nominated Adviser. Cenkos and Mirabaud
Securities LLP are the Company's brokers. The Rights Issue will be
made to Qualifying Shareholders on the register as at the Record
Date. The timetable for the Rights Issue, including the
Record Date, will be published at the time of publication of the
Prospectus in relation to the Rights Issue, which is expected to be
towards the end of February 2012.
Andy Quinn, Non-executive Chairman of PDX
said:
"Although the generation of revenue and cash from the
commercialisation of PDX's reactor and atomisation technology has
progressed at a lower rate than we had anticipated, giving rise to
a need for additional funding, PDX's prospects remain strong.
We are pleased that our institutional investors have demonstrated
their commitment to the Company and its technology by supporting
this fundraising."
Enquiries:
Pursuit Dynamics plc 01480 422 050
Andy Quinn
Jeremy Pelczer
Richard Webster
Cenkos Securities plc 020 7397 8900
Ian Soanes
Max Hartley
Mirabaud Securities LLP 020 7878 3360
Rory Scott
M Communications 020 7920 2339
Nick Miles
Elly Williamson
IMPORTANT INFORMATION
This announcement has been issued by and is the sole
responsibility of Pursuit Dynamics plc. This announcement is for
information purposes only and does not constitute or form part of
any offer or invitation to purchase, otherwise acquire, subscribe
for, sell, otherwise dispose of or issue, or any solicitation of
any offer to sell, otherwise dispose of, issue, purchase, otherwise
acquire or subscribe for, any security in the capital of the
Company in any jurisdiction in which such offer or invitation is
unlawful.
This announcement does not constitute an offer for sale of
securities of the Company in the United States, Australia, Canada,
Japan or the Republic of South Africa. The Nil Paid Rights, the
Fully Paid Rights and the New PDX Shares to be issued in connection
with the Rights Issue have not been and will not be registered
under the U.S. Securities Act or under the securities legislation
of any state or territory or jurisdiction of the United States, and
may not be offered, or sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, in the
United States except pursuant to an exemption from registration
under the Securities Act and in compliance with state securities
laws.
This announcement does not constitute a prospectus. The
information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
relevance may or should be placed by any person whatsoever on the
information contained in this announcement or its accuracy or
completeness. The information in this announcement is subject to
change. Nothing in this announcement should be interpreted as a
term or condition of the Rights Issue. Any decision to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any
Nil Paid Rights, Fully Paid Rights and/or New PDX Shares must be
made only on the basis of the information contained in and
incorporated by reference into the Prospectus, expected to be
published towards the end of February 2012.
This announcement and any materials distributed in
connection with this announcement may include forward-looking
statements. These statements include forward-looking statements
both with respect to the Group and the markets in which the Group
operates. Statements which include the words ''expects'',
''intends'', ''plans'', ''believes'', ''projects'',
''anticipates'', ''will'', ''targets'', ''aims'', ''may'',
''would'', ''could'', ''continue'' and similar statements of a
future or forward-looking nature identify forward-looking
statements. It is believed that the expectations reflected in these
statements are reasonable, but they may be affected by a number of
variables which could cause actual results or trends to differ
materially, including, but not limited to any limitations of the
Company's internal financial reporting controls; an increase in
competition; an unexpected decline in turnover, legislative, fiscal
and regulatory developments, including but not limited to, changes
in environmental, safety and healthcare regulations; currency and
interest rate fluctuations and the adoption of International
Financial Reporting Standards. Each forward-looking statement
speaks only as of the date of this announcement. By their nature,
forward-looking statements involve known and unknown risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. The Group's actual results of operation, financial
condition, prospects, growth, synergies, strategies and dividend
policy and the development of the industries in which they operate
may differ materially from the impression created by the
forward-looking statements contained in this announcement. In
addition, even if the results of operations, financial condition,
prospects, growth, synergies, strategies and the dividend policy of
the Group, and the development of the industries in which it
operates, are consistent with the forward-looking statements
contained in this announcement, those results or developments may
not be indicative of results or developments in subsequent periods.
Any forward-looking statement contained in this announcement based
on past or current trends and/or activities of the Group should not
be taken as a representation that such trends or activities will
continue in the future. No statement in this announcement is
intended to be a profit forecast or to imply that the earnings of
the Group for the current year or future years will necessarily
match or exceed the historical or published earnings of the Group.
The Company does not undertake any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained in this announcement to reflect any change in
the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based.
Prospective investors should not treat the contents of this
announcement as advice relating to legal, taxation, investment or
any other matters. Prospective investors should inform themselves
as to: (a) the legal requirements within their own countries for
the purchase, holding, transfer or other disposal of New PDX
Shares, Nil Paid Rights and/or Fully Paid Rights; (b) any foreign
exchange restrictions applicable to the purchase, holding, transfer
or other disposal of New PDX Shares, Nil Paid Rights and/or Fully
Paid Rights which they might encounter; and (c) the income and
other tax consequences which may apply in their own countries as a
result of the purchase, holding, transfer or other disposal of New
PDX Shares, Nil Paid Rights and/or Fully Paid Rights. Prospective
investors must rely upon their own legal advisers, accountants and
other financial advisers as to legal, tax, investment or any other
related matters concerning the Company and any investment therein.
No person has been authorised to give any information or make any
representations other than the information contained in this
announcement and, if given or made, such information or
representations must not be relied upon as having been authorised
by the Company, Cenkos or Mirabaud.
Cenkos, which is authorised and regulated in the UK by the
FSA, is acting exclusively for the Company as Nominated Adviser and
broker in connection with the Rights Issue and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Cenkos or for providing advice
in relation to the matters described in this announcement.
Mirabaud, which is authorised and regulated in the UK by the
FSA, acts exclusively for the Company as its broker and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Mirabaud or for providing advice
in relation to the matters described in this announcement.
Subject to the responsibilities and liabilities, if any,
which may be imposed on Cenkos and Mirabaud by the FSMA or the
regulatory regime established thereunder, no representation or
warranty, express or implied, is made by Cenkos or Mirabaud as to
any of the contents of this announcement and no liability
whatsoever is accepted by Cenkos or Mirabaud for the accuracy of
any information or opinions contained in this announcement or for
the omission of any material information, for which the Board and
the Company are solely responsible.
Neither the content of PDX's website nor any website
accessible by hyperlink on PDX's website is incorporated in, or
forms part of, this announcement.
Pursuit Dynamics
plc
Proposed 1 for 8 Rights Issue
of 9,382,908 New PDX Shares at 100 pence each to raise
approximately £9.38 million
1. Introduction
PDX today announces the details of a proposed Rights Issue to
raise approximately £9.38 million (£8.88 million net of expenses).
It is anticipated that the Rights Issue will be made on the basis
of 1 New PDX Share for every 8 Existing PDX Shares at a price of
100 pence per New PDX Share, representing a discount of 50.8 per
cent. to the Closing Price of 203.25 pence on 14 December 2011,
being the latest practicable date prior to the publication of this
announcement.
2. Background to and reasons for the
Rights Issue
PDX has made substantial progress with the commercialisation of
its technology and products. Customer relationships were
formed in increasing numbers during the past year across its lines
of business. Despite this progress, the rate at which
binding contracts have been signed has been slower than the Board
had expected and revenues generated from those contracts have been
slower to emerge than anticipated. This timing delay means
that much of the income that the Board had expected to generate in
the 2011 financial year is instead expected to be recognised in the
coming year and for this reason the Company's cash resources are
lower than the Board had forecast. The Board therefore
proposes to raise additional funds to provide the Company with the
financial resources required to become profitable and cash
generative. In order to allow all Shareholders to participate
in the fundraising the Board has, following consultation with the
Company's major Shareholders, chosen to raise the required funds by
way of a rights issue.
3. Principal terms of the proposed
Rights Issue
Under the terms of the Rights Issue, it is anticipated that
9,382,908 New PDX Shares will be offered, by way of rights, to
Qualifying Shareholders (other than Excluded Overseas Shareholders)
at a price of 100 pence per New PDX Share. The Rights Issue will
raise approximately £9.38 million (£8.88 million net of
expenses).
It is anticipated that the Rights will be made on the following
basis:
1 New PDX Share for every 8
Existing PDX Shares
held by Qualifying Shareholders on the Record Date and so in
proportion to any other number of Existing PDX Shares then held,
and otherwise on the terms and conditions which will be set out in
the Prospectus and, in the case of Qualifying non-CREST
Shareholders (other than, subject to certain exemptions, Excluded
Overseas Shareholders) only, the Provisional Allotment Letter.
The New PDX Shares will, when issued and fully paid, rank
pari passu in all respects with the Existing PDX Shares,
including the right to all future dividends or other distributions
made, paid or declared after the date of issue. Details of the
rights attaching to New PDX Shares appear in the Company's Articles
of Incorporation, a description of which will appear in the
Prospectus.
New PDX Shares representing fractional entitlements will not be
allotted to Qualifying Shareholders and, where necessary,
entitlements to New PDX Shares will be rounded down to the nearest
whole number. Such fractional entitlements will be aggregated and,
if possible, sold in the market. The net proceeds of such sales
(after deduction of expenses) will be aggregated and will
ultimately accrue for the benefit of the Company, save that
Qualifying Shareholders will receive any proceeds in respect of a
fractional entitlement in the event that such proceeds have a value
of £5 or more. Holdings of Ordinary Shares in certificated and
uncertificated form will be treated as separate holdings for the
purpose of calculating entitlements under the Rights Issue.
On behalf of the Company, Cenkos has obtained support from
institutional investors to subscribe for all of the New PDX Shares
to be issued pursuant to the Rights Issue. Cenkos has
obtained firm commitments to subscribe for New PDX Shares to the
extent that they are not otherwise subscribed for in respect of 8.6
million New PDX Shares and further indications of support in
respect of the remaining 0.8 million New PDX Shares. The
Rights Issue is conditional, inter alia, upon:
a) the Prospectus being approved by the
FSA;
b) the Rights Issue Agreement having become
unconditional in all respects and not having been terminated in
accordance with its terms;
c) Admission of the New PDX Shares
becoming effective by not later than 8.00 a.m. on the first dealing
day following publication of the Prospectus (or such later time
and/or date as the Company and Cenkos may agree (being not later
than 31 March 2012)); and
d) firm commitments to subscribe for all of
the New PDX Shares to be issued pursuant to the Rights Issue, to
the extent not otherwise subscribed for, being obtained on or prior
to the date on which the Prospectus is published.
In order for the Rights Issue Agreement to become unconditional
and for Admission to take place the Prospectus, which will also be
an Admission Document for the purposes of AIM, will need to be
prepared to a standard acceptable to Cenkos, the Company's
Nominated Adviser and to be approved by the FSA. It is
anticipated that the Prospectus will need to contain a statement
concerning the sufficiency of working capital available to the
Group in respect of a 12 month period following Admission.
The Directors' ability to make a statement in relation to the
sufficiency of working capital in respect of such period will
depend upon the circumstances prevailing at the time of publication
of the Prospectus. The Prospectus is expected to be published
towards the end of February 2012.
Application will be made to AIM for the New PDX Shares to be
admitted to trading on AIM. It is expected that Admission will
become effective and that dealings in the New PDX Shares will
commence on AIM, nil paid, at 8.00 a.m. on the first dealing day
following publication of the Prospectus.
Based on the Closing Price of 203.25 pence per share and the
price of 100 pence for each New PDX Share, the theoretical
ex-rights price of an Ordinary Share is 191.8 pence.
The latest time and date for acceptance and payment in full of
the New PDX Shares is expected to be 14 clear days following
publication of the Prospectus. The terms and conditions of
the Rights Issue, including the procedure for acceptance and
payment and the procedure in respect of rights not taken up, will
be set out in the Prospectus.
4. Procedure for
acceptance
The procedure for acceptance and the latest time for acceptance
and payment will be set out in the Prospectus. Further
details will also appear in the Provisional Allotment Letter which
will be sent to all Qualifying non-CREST Shareholders (other than
Excluded Overseas Shareholders).
If you are in any doubt as to what action you should take, you
should immediately seek your own financial advice from your
stockbroker, bank manager, solicitor or other independent
professional adviser who, if you are taking advice in the UK, is
duly authorised under FSMA or from any appropriately authorised
independent financial adviser if you are in a territory outside the
UK, in each case who specialises in advice on the acquisition of
shares and other securities.
5. Strategy of the Group
PDX's strategy is to commercialise, successfully and profitably
its PDX reactor and atomising technology. PDX intends to be
the leading provider of energy efficient solutions to strategic
industrial applications using the unique patented PDX reactor and
atomising technologies which improve output and reducing the use of
natural resources.
The Company operates in a number of market places, each with
different drivers and financial priorities. For this reason the
Company has developed three different financial models: Licensing
(annual licence fee); Royalty (share of the financial benefits that
PDX technology delivers); and Sale (outright sale of a product or
solution).
6. Current trading and prospects of
PDX
PDX has, today, announced details of its trading performance for
the year ended 30 September 2012 and has announced that Jeremy
Pelczer has assumed the role of Chief Executive Officer following
the decision by Roel Pieper to step down as a director of the
Company.
PDX is actively developing and selling products and solutions
based on its PDX reactor and atomising technology across a number
of lines of business.
Bioenergy
At 30 September 2011, the Bioenergy installed customer base
stood at 346 million gallons per annum (2010 - nil) at five plants,
two of which have signed commercial agreements. In addition,
letters of intent have now been signed with a further five
producers and as a result the Company's pipeline of committed and
signed up capacity is over 1 billion gallons per annum in 15 plants
around the US. Installation and subsequent commercialisation of all
of these installations is planned to occur during the coming
year.
Brewing, Food and Beverage
PDX's wort-heating application is under commercial contract to
the Susquehanna Brewing Company and Radeberger Gruppe, and is being
piloted by MillerCoors and Warsteiner. The system provides
the opportunity to reduce energy consumption by up to 50% during
wort-boiling, equating to full return on investment in between 12
to 18 months. In addition, it delivers improved flavour stability
and consistency from one brew to the next and critically has passed
the strict German beer purity laws.
In Food, in September, a contract with a major European food
producer worth approximately £400,000 was announced, which is the
second major contract win since the Company's decision to re-enter
the Food sector. The 2012 pipeline is encouraging and current
activity indicates revenues are increasing.
Waste Treatment
Continuing evaluation being undertaken by Thames Water and Isle
Utilities at Thames Water's Basingstoke plant has provided
statistically significant support for the development of two
products in 2012, subject to regulatory approval.
Public Health and Safety
During the year PDX entered into a Joint Venture with National
Nuclear Laboratories Ltd. The JV has secured its first revenues,
which essentially relate to research and development. The Board
foresees steady progression in this business area in the year
ahead.
Industrial Licensing
The Industrial Licensing group is working on a range of
opportunities for the atomiser and reactor technologies. The most
immediate and significant is that previously announced with Procter
and Gamble.
With P&G we have agreed a one month extension to the Joint
Development Agreement (JDA) to allow P&G to complete the
technical and commercial evaluation of the PDX technology.
Assuming a successful completion of all learning objectives of the
JDA the two sides expect commercial discussions on a fee structure
that will allow P&G to licene PDX's technology. PDX will seek a
fee structure comprising an initial milestone payment and an annual
licensing fee.
The JDA is intended to develop specific applications using the
PDX reactor technology in a wide range of P&G's production
processes. The JDA was developed as a modular agreement to enable
successive P&G business units to explore process and product
development opportunities on the PDX reactor with the full support
of the Company's scientists at P&G's facilities. After working
jointly to develop a platform, P&G are now in the process of
data discovery, translating technical performance to model
commercial benefits across the first business unit.
The evaluation is now expected to reach a conclusion in the
first quarter of 2012 after which, assuming a positive outcome,
under the JDA PDX envisages licensing the technology by business
group / product category. PDX expects its reactor to deliver
capital expenditure and operational savings and the opportunity to
move from batch to continuous processing. The resulting
licensing fee is expected to reflect an equitable share of the
annual value to P&G.
7. Board intentions
The Board considers the terms of the Rights Issue to be in the
best interests of PDX and the Shareholders as a whole. Directors
intend to take up in full their rights to subscribe for New PDX
Shares under the Rights Issue in respect of their own beneficial
holdings of Existing PDX Shares, which amount, in aggregate, to
366,500 Existing PDX Shares, representing approximately 0.49 per
cent. of the issued share capital of the Company.
DEFINITIONS
|
Admission
|
admission of the New PDX Shares to
trading on AIM, nil paid, becoming effective in accordance with the
Listing Rules and the Admission and Disclosure Standards of the
London Stock Exchange, respectively
|
|
AIM
|
the market of that name operated by the
London Stock Exchange
|
|
Board or
Directors
|
the board of directors of the
Company
|
|
Closing Price
|
the closing, middle market quotation of
an Ordinary Share, as published in the daily official list of the
London Stock Exchange
|
|
CREST
|
the relevant system (as defined in the
Regulations) for the paperless settlement of trades and the holding
of securities in uncertificated form operated by Euroclear UK &
Ireland Limited in accordance with the Regulations
|
|
Excluded Overseas
Shareholders
|
Shareholders who are located in or who
have registered addresses in the US or any other Excluded
Territory
|
|
Excluded
Territories
|
Australia, Canada, Japan, the Republic
of South Africa and the United States
|
|
Existing PDX
Shares
|
the 75,063,263 existing Ordinary Shares
in issue as at the date of this document
|
|
FSA or
Financial Services Authority
|
the Financial Services Authority of the
United Kingdom
|
|
FSMA
|
the Financial Services and Markets Act
2000, as amended
|
|
Fully Paid Rights
|
rights to acquire New PDX Shares, fully
paid
|
|
Group
|
the Company and its subsidiaries
|
|
London Stock Exchange
or LSE
|
London Stock Exchange Plc
|
|
Mirabaud
|
Mirabaud Securities LLP
|
|
New PDX Shares
|
the 9,382,908 new Ordinary Shares
expected to be issued by the Company in accordance with the Rights
Issue
|
|
Nil Paid Rights
|
rights to acquire New PDX Shares, nil
paid
|
|
Nominated Adviser or
Cenkos
|
Cenkos Securities plc
|
|
Ordinary Shares
|
ordinary shares of one penny each in
the capital of the Company
|
|
PDX or
Company
|
Pursuit Dynamics plc, a public limited
company incorporated in England and Wales and registered with
number 04175777
|
|
Prospectus
|
the prospectus to be published by the
Company in relation to the Rights Issue
|
|
Provisional Allotment
Letter
|
the provisional allotment letter to be
issued to Qualifying non-CREST Shareholders
|
|
Qualifying non-CREST
Shareholders
|
Qualifying Shareholders holding
Ordinary Shares in certificated form
|
|
Qualifying
Shareholders
|
holders of Ordinary Shares on the
Company's register of members at close of business on the Record
Date
|
|
Record Date
|
the reference date for the purpose of
identifying Qualifying Shareholders for the purposes of the Rights
Issue
|
|
Regulations
|
the Uncertificated Securities
Regulations 2001 (as amended)
|
|
Rights Issue
|
the proposed offer by way of rights to
Qualifying Shareholders to acquire New PDX Shares, on the terms and
conditions to be set out in the Prospectus and, in the case of
Qualifying non-CREST Shareholders only, the Provisional Allotment
Letter
|
|
Shareholders
|
holders of Ordinary Shares
|
|
Rights Issue
Agreement
|
the Rights Issue Agreement dated 15
December 2011 between Cenkos and the Company, further details of
which will be set out in the Prospectus.
|
|
UK Listing Authority
or UKLA
|
the Financial Services Authority acting
in its capacity as the competent authority for the purposes of Part
VI of the FSMA
|
|
uncertificated
or uncertificated form
|
recorded on the relevant register or
other record of the share or other security concerned as being held
in uncertificated form in CREST, and title to which, by virtue of
the Regulations, may be transferred by means of CREST
|
|
United Kingdom or
UK
|
the United Kingdom of Great Britain and
Northern Ireland
|
|
United States
or USA
|
the United States of America, its
territories and possessions, any state of the United States of
America and the district of Columbia and any other area subject to
its jurisdiction
|
|
US Securities Act
|
the US Securities Act of 1933 and the
rules and regulations thereunder
|
