TIDMINN
RNS Number : 0613V
Innovision Research&Technology PLC
03 July 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR THE REPUBLIC OF
IRELAND OR ANY OTHER JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION.
Innovision Research & Technology plc
("Innovision" or the "Company")
Proposed placing of 30,000,000 new Ordinary Shares
Highlights
* KBC Peel Hunt has conditionally placed 30,000,000 Placing Shares to raise
approximately GBP5.4 million, before expenses, at a price of 18 pence per share.
* The net proceeds of the Placing will be used for: - extracting value from position within NFC-IP market - NFC Tag product development
* EGM to be held at the offices of Innovision Research & Technology plc at 33
Sheep Street, Cirencester, Gloucestershire GL7 1RQ on 27 July 2009 at 9.00 am.
David Wollen, Chief Executive Officer said:
"Raising these funds gives us the headroom to take advantage of our strong
position in this high growth market. We will be able to capitalise on
opportunities for our both NFC-IP and Tags".
Enquiries:
+--------------------------------------------+------------------------------+
| Innovision Research & Technology plc | Tel: 01285 888 200 |
+--------------------------------------------+------------------------------+
| David Wollen, Chief Executive Officer | |
+--------------------------------------------+------------------------------+
| Brian McKenzie, Finance Director | |
+--------------------------------------------+------------------------------+
| | |
+--------------------------------------------+------------------------------+
| KBC Peel Hunt Ltd (Nominated Adviser & | Tel: 020 7418 8900 |
| Broker) | |
+--------------------------------------------+------------------------------+
| Jonathan Marren | |
+--------------------------------------------+------------------------------+
| David Anderson | |
+--------------------------------------------+------------------------------+
| Simon Brown | |
+--------------------------------------------+------------------------------+
Certain definitions apply throughout this announcement and your attention is
drawn to the table at the end of this announcement where these definitions are
set out in full.
FORWARD LOOKING STATEMENTS
This announcement may contain forward-looking statements, including, without
limitation, statements containing the words "believes", "anticipates",
"expects", and similar expressions. Such forward-looking statements involve
unknown risks, uncertainties and other factors which may cause the actual
results, financial condition, performance or achievements of the Company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Given these uncertainties, prospective investors are cautioned not
to place any undue reliance on such forward-looking statements. The Company
disclaims any obligation to update any such forward-looking statements in this
announcement to reflect future events or developments.
This announcement does not constitute an offer to sell or the solicitation of an
offer to buy Ordinary Shares in any jurisdiction and should not be distributed
directly or indirectly to any persons with addresses in the United States,
Canada, Australia, the Republic of South Africa, Japan, the Republic of Ireland
or to any corporation, partnership or other entity created or organised under
the laws thereof or in any other country outside the United Kingdom where such
distribution may lead to a breach of any legal or regulatory requirement. The
Ordinary Shares have not been and will not be registered under the applicable
securities laws of the United States, Canada, Australia, the Republic of South
Africa or Japan.
Introduction
The Company has today announced a Placing by KBC Peel Hunt of 30,000,000 new
Ordinary Shares at 18p per share, to raise GBP5.4 million before expenses
(approximately GBP5.1 million net of expenses).
The Placing
The Company is proposing to raise GBP5.4 million, before expenses, by the issue
of 30,000,000 new Ordinary Shares to institutional and other investors at 18p
per share. Pursuant to the terms of the Placing Agreement, KBC Peel Hunt, as
agent for Innovision, has agreed conditionally to use reasonable endeavours to
place the Placing Shares with certain institutional and other investors.
The Placing Price of 18 pence per Placing Share represents a discount of
approximately 34.5 per cent. to the closing mid-market price of 27.5 pence per
Ordinary Share on 2 July 2009, being the last dealing day prior to this
announcement, which the Directors consider to be fair and reasonable given the
size of the Placing. The Placing Shares represent approximately 32.7 per cent.
of the enlarged issued share capital of the Company immediately following
Admission (assuming none of the Company's outstanding Options are exercised).
The Placing Shares are not being offered to Shareholders on a pre-emptive basis
because the Board has concluded, having taken appropriate advice, that it was
not in the best interests of the Company to make such a pre-emptive offer due to
the additional time and cost involved.
In order to protect the Company's potential eligibility for VCT status, the
Placing will be effected in two stages. The VCT Placing Shares are being placed
with investors who may seek relief under VCT legislation and are expected to be
admitted to trading on AIM on 28 July 2009. The Non-Qualifying Placing Shares
are being placed with other investors and are expected to be admitted to trading
on AIM one business day later on 29 July 2009. The Company offers no certainty
with regard to the Company's suitability for and qualification for VCT relief.
The Stage 1 Placing is conditional, inter alia, on admission of the VCT Placing
Shares to trading on AIM having occurred but is not conditional on the admission
of the Non-Qualifying Placing Shares to trading on AIM occurring. The Stage 2
Placing is conditional, inter alia, on admission of the VCT Placing Shares to
trading on AIM having occurred and also on admission of the Non-Qualifying
Placing Shares to trading on AIM occurring.
Background to and reasons for the Placing
Since February 2009, the Company has licensed its technology for Near Field
Communications (NFC) to some of the largest global semiconductor companies which
are already leaders in the wireless market and the Company is working in
partnership with them to incorporate its NFC intellectual property (IP) into
their chips targeted at the mobile handset market. The Company has also been
elected to the board of the NFC Forum. This has put the Company in a strong
market position in a high growth market. In China, the Company won its first
Radio Frequency Identification (RFID) development contract to produce two chips
for sale in 2010 within China itself.
Having won these contracts, the Company is entering into the implementation
phase of these customer programmes.
Near Field Communications
The NFC market is getting positive coverage with statements from payment
processors, mobile network operators and handset manufacturers. The Directors
are pleased to report that there appears to be a growing consensus amongst the
interested parties on how the business models for mobile payments using NFC will
work. If so, this will give a major impetus to the NFC market.
The business model for the Company in relation to NFC remains to propagate its
IP with major semiconductor vendors for use in "combo" and other chips designed
for the mobile handset and consumer device market. "Combo" chips are a major
growth area in handsets and combine multiple wireless functions such as a
combination of Bluetooth, WiFi, FM and GPS on a single chip.
Within NFC the Company has secured three major contracts with global
semiconductor companies to incorporate its NFC IP into their system devices
targeted at the mobile handset market. The initial stages of these contracts
involve delivering engineering services. Once these contracts reach production
the Directors estimate that each of these deals could generate multi-million
pound royalty revenue streams over several years.
Securing the Company's NFC IP into NFC handsets shipped from 2012 onwards will
provide a solid foundation for marketing of its tags and peripheral devices to
service the applications that will be developed using the NFC functionality.
The Company's influence on the NFC market has been enhanced with its election to
the Board of the NFC Forum. Such appointment gives the Company direct knowledge
of upcoming changes to the technology and an opportunity to discuss these with
the important organisations in the value chain such as handset manufacturers and
payment processors.
China
The Company has invested in marketing and sales activities within China over the
past 18 months and has already secured its first significant contract for an
analogue design to be sold into the domestic Chinese market.
The Company has sub-contracted manufacturing for chips and complete tags in
China. This is an important step to securing a position in the tag market over
the coming years.
Tags
In October 2008 the Company reported a significant order for complete Jewel
contactless tickets including antenna, paper, and custom printing alongside the
Intergrated Circuit (IC) into mass transport systems. The market for limited use
contactless ticketing is continuing to develop and the Company intends to
maximise the opportunity to obtain a return from this area by moving up the
value chain.
Current trading and outlook
The Company announced its results for the year ended 31 March 2009 on 12 June
2009. The increased loss for the year ended 31 March 2009 was a reflection of
the lower revenue caused by the curtailment of a development programme by an
existing major customer and the recent contract wins too late in the year to
have any significant impact on the full year results.
The Company remains focused on the NFC market where the Directors believe that
the Company has advanced IP for solutions as evidenced by the recent contract
wins with the major suppliers in this market. The Directors expect mass market
consumer handsets with fully integrated NFC to start shipping in significant
numbers in 2011 and for volumes incorporating the Company's NFC IP to grow
throughout the period from 2011 through to 2015.
The Company is working towards securing a number of additional contracts for its
NFC IP with major semiconductor vendors. Further, the Company's recent joint
marketing agreement with NXP represents an opportunity to access markets that
the Company is not in a position to service directly whilst still having the
potential to provide a significant licence and royalty stream.
The Directors believe the potential for the tag market may ultimately be greater
than the royalty stream from the devices themselves. Each device will create a
market for multiple tags in applications such as smart posters, business cards,
quick texting, staff location, music downloads, easy pairing of devices,
loyalty/top-up cards, anti-counterfeiting and website redirection. Once the
technology is commonplace, the list of applications is likely to extend rapidly
as new applications are conceived and brought online. Consequently the Company
has invested in the development of the EmeraldTM platform which has been
designed to allow it to create optimised tag ICs for individual applications
cost effectively.
The major contract wins have been endorsements of the specific quality and
advanced nature of the NFC IP that the Company has invested in. The Company's
engineering and design capability has been heavily vetted and strongly endorsed
by these customers.
The focus for the Company for the next year is the successful implementation of
the recent contracts, continued investment in the new contracts until they
deliver royalties and securing new programmes with new customers in relation to
NFC, RFID in China and tags.
Use of proceeds
In order to maximise the current opportunities, the Company believes it needs to
invest ahead of the predicted revenues and market opportunities and, therefore,
requires additional cash resources as detailed below which are expected to be
met by the net proceeds of the Placing:
Extracting value from position within NFC-IP market - GBP3.6 million over the
next two years
* Ability to take on additional major contracts
* Continued investment in market leading background IP
* Strategic partner developments
NFC Tag product development - GBP1.5 million
* Product organisation and support
* Completion and qualification of Emerald tag platform, plus customisations
* Ability to take on additional contracts in China
Conditions to the Placing
The Placing is conditional, inter alia, upon:
- all Resolutions being duly passed at the EGM without amendment in any material
respect; and
- VCT qualifying relief being obtained in respect of the VCT Placing Shares.
In addition:
- both the Stage 1 Placing and Stage 2 Placing are conditional on the Placing
Agreement not being terminated in accordance with its terms prior to Stage 1
Admission occurring;
- the Stage 2 Placing is also conditional on the Placing Agreement not being
terminated in accordance with its terms so far as it relates to the Stage 2
Placing prior to Stage 2 Admission occurring;
- each of the Stage 1 Placing and the Stage 2 Placing are also conditional on
Stage 1 Admission occurring by 28 July 2009 (or such later date as KBC Peel Hunt
and the Company may agree being not later than 14 August 2009); and
- the Stage 2 Placing is also conditional on Stage 2 Admission occurring by 29
July 2009 (or such later date as KBC Peel Hunt and the Company may agree being
not later than 14 August 2009).
Admission
Applications will be made to London Stock Exchange for the Placing Shares to be
admitted to trading on AIM. It is expected that, subject to the passing of the
Resolutions at the EGM, Stage 1 Admission, in respect of the VCT Placing Shares,
will become effective on 28 July 2009 and that Stage 2 Admission in respect of
the Non-Qualifying Placing Shares will become effective on 29 July 2009.
The Placing Shares will, when issued, rank pari passu in all respects with the
Existing Ordinary Shares including the right to receive dividends and other
distributions declared following Admission.
Directors' participation in the Placing
All the members of the Board have conditionally agreed to participate in the
Placing by subscribing for new Ordinary Shares at the Placing Price and, in
aggregate, have agreed to subscribe for 171,900 new Ordinary Shares. The details
of their subscriptions and subsequent holdings are as follows:
+----------------+-----------+-----------+------------+------------+------------+
| Director | Existing | % holding | Number of | Total | % holding |
| | number of | of | new | holding | following |
| | Ordinary | existing | Ordinary | following | completion |
| | Shares | number of | Shares | completion | of the |
| | held | Ordinary | to be | of the | Placing |
| | | Shares | subscribed | Placing | |
| | | | | | |
+----------------+-----------+-----------+------------+------------+------------+
| Malcolm | 38,334 | 0.06% | 41,600 | 79,934 | 0.09% |
| Baggott | | | | | |
| | | | | | |
+----------------+-----------+-----------+------------+------------+------------+
| David | 33,333 | 0.05% | 41,600 | 74,933 | 0.08% |
| Wollen | | | | | |
| | | | | | |
+----------------+-----------+-----------+------------+------------+------------+
| Brian | - | - | 41,600 | 41,600 | 0.05% |
| McKenzie | | | | | |
| | | | | | |
+----------------+-----------+-----------+------------+------------+------------+
| Stephen | - | - | 5,500 | 5,500 | 0.01% |
| Morris | | | | | |
| | | | | | |
+----------------+-----------+-----------+------------+------------+------------+
| Ian | 30,750 | 0.05% | 41,600 | 72,350 | 0.08% |
| Buckley-Golder | | | | | |
| | | | | | |
+----------------+-----------+-----------+------------+------------+------------+
Circular
The circular containing information of the proposed Placing and containing the
notice of the EGM details is being posted today to Shareholders and will be
available at the Company's website at www.innovision-group.com shortly
thereafter.
Timetable
+-------------------------------------------------------------+----------------+
| Latest time and date for receipt of Forms of Proxy | 9.00 a.m. on |
| | 25 July 2009 |
| | |
+-------------------------------------------------------------+----------------+
| Extraordinary General Meeting | 9.00 a.m. on |
| | 27 July 2009 |
| | |
+-------------------------------------------------------------+----------------+
| Admission and commencement of dealings in the VCT Placing | 8.00 a.m. on |
| Shares | 28 July 2009 |
| | |
+-------------------------------------------------------------+----------------+
| Admission and commencement of dealings in the | 8.00 a.m. on |
| Non-Qualifying Placing Shares | 29 July 2009 |
| | |
+-------------------------------------------------------------+----------------+
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING (the "Appendix")
For invited Placees only - Important Information
This Appendix gives details of the terms and conditions of, and the mechanics of
participation in, the Placing.
1. Eligible Participants
This Appendix, including the terms and conditions of the Placing set out below,
is directed only at persons who are FSMA Qualified Investors and who fall within
the category of persons set out in Article 19 of the Order or are high net worth
companies within the meaning set out in Article 49 of the Order or are otherwise
permitted to receive it.
In this Appendix "you" or "Placee" means any person who is or becomes committed
to subscribe for Placing Shares under the Placing.
Members of the public are not eligible to take part in the Placing.
2. Overseas jurisdictions
The distribution of this announcement and the Placing and/or issue of Ordinary
Shares in certain other jurisdictions may be restricted by law. No action has
been taken by the Company or KBC Peel Hunt that would permit an offer of
Ordinary Shares or possession or distribution of this announcement or any other
offering or publicity material relating to such Ordinary Shares in any
jurisdiction where action for that purpose is required. FSMA Qualified Investors
who seek to participate in the Placing must inform themselves about and observe
any such restrictions. In particular, this announcement does not constitute an
offer to sell or issue or the solicitation of an offer to buy or subscribe for
Ordinary Shares in the United States, Canada, Japan, the Republic of South
Africa, the Republic of Ireland or Australia or in any other jurisdiction in
which such offer or solicitation is or would be unlawful. The Placing Shares
have not been and will not be registered under the US Securities Act or under
the securities laws of any state or other jurisdiction of the United States,
and, subject to certain exceptions, may not be offered or sold, resold or
delivered, directly or indirectly in or into the United States, or to, or for
the account or benefit of, any US persons (as defined in Regulation S under the
US Securities Act). No public offering of the Placing Shares 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 this announcement or the
Placing.
3. Placing
KBC Peel Hunt will arrange the Placing as agent for and on behalf of the
Company. KBC Peel Hunt will determine in its absolute discretion the extent of
each Placee's participation in the Placing, which will not necessarily be the
same for each Placee. No commissions will be paid to or by Placees in respect of
their agreement to subscribe for any Placing Shares.
Each Placee will be required to pay to KBC Peel Hunt, on the Company's behalf,
the Placing Price as the subscription sum for each Placing Share agreed to be
subscribed by it under the Placing in accordance with the terms set out in this
Appendix. Each Placee's obligation to subscribe and pay for Placing Shares under
the Placing will be owed to each of the Company and KBC Peel Hunt. Each Placee
will be deemed to have read this announcement in its entirety. To the fullest
extent permitted by law and applicable FSA rules, neither KBC Peel Hunt nor any
other KBC Person shall have any liability to Placees or to any person other than
the Company in respect of the Placing.
4. Participation and settlement
Participation in the Placing is only available to persons who are invited to
participate in it by KBC Peel Hunt.
A Placee's commitment to subscribe for a fixed number of Stage 1 Placing Shares
(which number may consist of a fixed number of VCT Placing Shares) and/or a
fixed number of Stage 2 Placing Shares (which number may consist of a fixed
number of Non-Qualifying Placing Shares) under the Placing will be agreed orally
with KBC Peel Hunt. Such agreement will constitute a legally binding commitment
on your part to subscribe for the relevant number of relevant Placing Shares at
the Placing Price on the terms and conditions set out or referred to in, and to
give the representations, warranties, acknowledgements and undertakings set out
in, this Appendix and subject to the Company's memorandum and articles of
association. After such agreement is entered into a written confirmation will be
dispatched to you by KBC Peel Hunt confirming the relevant number of relevant
Placing Shares that you have agreed to subscribe for, the aggregate amount you
will be required to pay for those Placing Shares and settlement instructions. It
is expected that such written confirmations will be despatched on the date of
this announcement, that the "trade date" for settlement purposes for the VCT
Placing Shares will be 23 July 2009, the "trade date" for settlement purposes
for the Non-Qualifying Placing Shares will be 24 July 2009, the "settlement
date" will be 28 July 2009 for the VCT Placing Shares and 29 July 2009 for the
Non-Qualifying Placing Shares.
A form of confirmation will accompany each written confirmation and, on receipt,
should be completed and returned to Chris Holmes at KBC Peel Hunt by fax on 020
7979 6798 by 3.00 p.m. on 20 July 2009.
Settlement of transactions in the Placing Shares (ISIN: GB0030308448) will take
place within the CREST system, subject to certain exceptions, on a "delivery
versus payment" (or "DVP") basis. You should settle against CREST ID: 546. KBC
Peel Hunt reserves the right to require settlement for and delivery of any
Placing Shares to any Placees by such other means that it deems appropriate if
delivery or settlement is not possible or practicable within the CREST system
within the timetable set out in this announcement or would not be consistent
with the regulatory requirements in any Placee's jurisdiction.
If Placing Shares are to be delivered to a custodian or settlement agent, please
ensure that the written confirmation is copied and delivered immediately to the
appropriate person within that organisation.
5. No Prospectus
No prospectus (in accordance with FSMA or the UK Prospectus Rules) has been or
will be submitted for approval by the FSA in relation to the Placing or the
Placing Shares. Placees' commitments in respect of Placing Shares will be made
solely on the basis of the information contained in this announcement and on the
terms contained in it.
6. Placing Shares
The Placing Shares will, when issued, be fully paid and will rank pari passu in
all respects with the Existing Ordinary Shares.
Applications will be made for the admission of the Stage 1 Placing Shares and
the Stage 2 Placing Shares to trading on AIM. It is expected that Stage 1
Admission will take place, and dealings in the VCT Placing Shares will commence,
on 28 July 2009 and that Stage 2 Admission will take place, and dealings in the
Non-Qualifying Placing Shares will commence, on 29 July 2009.
7. Placing Agreement
KBC Peel Hunt has today entered into the Placing Agreement with the Company
under which KBC Peel Hunt has, on the terms and subject to the conditions set
out in the Placing Agreement, agreed to use its reasonable endeavours as agent
of the Company to procure subscribers for (i) the Stage 1 Placing Shares and
(ii) the Stage 2 Placing Shares, in each case at the Placing Price. The Placing
is not being underwritten by KBC Peel Hunt or any other person.
8. Placing conditions
Each of the Stage 1 Placing and the Stage 2 Placing is conditional, inter alia,
on (a) the passing of the Resolutions, (b) the Placing Agreement not being
terminated in accordance with its terms prior to Stage 1 Admission occurring
and, in respect of the Stage 2 Placing only, prior to Stage 2 Admission
occurring (c) Stage 1 Admission taking place not later than 8.00 a.m. on 28 July
2009 (or such later date and time as the Company and KBC Peel Hunt may agree),
and (d) the Company having received VCT qualifying status from HM Revenue &
Customs in respect of the VCT Placing Shares. The Stage 2 Placing is also
conditional, inter alia, on the Stage 2 Admission taking place not later than
8.00 a.m. on 29 July 2009 (or such later date and time as the Company and KBC
Peel Hunt may agree).
KBC Peel Hunt reserves the right (with the agreement of the Company) to waive or
extend the time and/or date for the fulfilment of any of the conditions in the
Placing Agreement applicable to the Stage 1 Placing and/or to the Stage 2
Placing to a time no later than 8.00 am on 14 August 2009 ("the Long Stop
Date").
If any condition in the Placing Agreement applicable to the Stage 1 Placing is
not fulfilled or waived by KBC Peel Hunt by the relevant time, both the Stage 1
Placing and the Stage 2 Placing will lapse and your rights and obligations
pursuant to the Placing shall cease and terminate at such time. If Stage 1
Admission occurs but any condition in the Placing Agreement applicable to the
Stage 2 Placing is not fulfilled or waived by KBC Peel Hunt by the relevant
time, the Stage 2 Placing will lapse and your rights and obligations pursuant to
the Stage 2 Placing shall cease and terminate at such time.
The Placing Agreement may be terminated by KBC Peel Hunt at any time prior to
Stage 1 Admission and, so far as it relates to the Stage 2 Placing, at any time
prior to Stage 2 Admission in certain circumstances including, inter alia,
following a material breach of the Placing Agreement by the Company 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 KBC Peel Hunt whether or not to extend
the time for satisfaction of any condition to the Placing Agreement or otherwise
in respect of the Stage 1 Placing or Stage 2 Placing shall be within KBC Peel
Hunt's absolute discretion. KBC Peel Hunt shall have no liability to you in the
event of any such termination, waiver or extension or in respect of any decision
whether to exercise any such right of termination, waiver or extension.
9. Payment default
Your entitlement to receive any Placing Shares will be conditional on KBC Peel
Hunt's receipt of payment by the relevant time(s) to be stated in the written
confirmation referred to above, or by such later time and date as KBC Peel Hunt
may in its absolute discretion determine. KBC Peel Hunt may, in its absolute
discretion, waive such condition, and shall not be liable to you in the event of
it deciding whether to waive or not to waive such condition.
If you fail to make such payment by the required time for any Placing Shares (1)
the Company may release itself (if it decides, at its absolute discretion, to do
so) and will be released from all obligations it may have to allot and/or issue
any such Placing Shares to you or at your 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 fullest extent
permitted under its articles of association or otherwise by law and to the
extent that you then have any interest in or rights in respect of any such
shares, (3) the Company or, as applicable, KBC Peel Hunt may sell (and each of
them is irrevocably authorised by you to do so) all or any of such shares on
your behalf and then retain from the proceeds, for the account and benefit of
the Company or, where applicable, KBC Peel Hunt (i) any amount up to the total
amount due to it as, or in respect of, subscription 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) you shall remain liable to the
Company and to KBC Peel Hunt for any loss which either of them may suffer as a
result of (i) it not receiving payment in full for such Placing Shares by the
required time, and/or (ii) the amount received (net of any costs and expenses as
are referred to in (3)(ii) and (3)(iii) above) from the sale of any such Placing
Shares to any other person at whatever price and on whatever terms are actually
obtained for such sale by or for it being less than receiving payment in full
for such Placing Shares by the required time. Interest may be charged in respect
of payments not received by KBC Peel Hunt for value by the required time
referred to above at the rate of two percentage points above the base rate of
Barclays Bank plc.
10. Placees' warranties and undertakings to the Company and KBC Peel Hunt
By agreeing with KBC Peel Hunt to subscribe for Placing Shares under the Placing
you irrevocably acknowledge and confirm and warrant and undertake to, and agree
with, each of the Company and KBC Peel Hunt (in its capacity as placing agent),
in each case as a fundamental term of your application for Placing Shares and of
the Company's obligation to allot and/or issue any Placing Shares to you or at
your direction, that:
(a) you agree to and accept all the terms set out in this announcement;
(b) your rights and obligations in respect of the Placing, or in respect of the
Stage 1 Placing and/or Stage 2 Placing will terminate only in the circumstances
described in this announcement and will not be capable of rescission or
termination by you in any circumstances;
(c) this announcement, which has been issued by the Company, is the sole
responsibility of the Company;
(d) you have not been, and will not be, given any warranty or representation in
relation to any Placing Shares or to the Company or to any other member of its
Group in connection with the Placing, other than by the Company as included in
this announcement;
(e) you have not relied on any representation or warranty in reaching your
decision to subscribe for Placing Shares under the Placing, save as given or
made by the Company as referred to in the previous paragraph;
(f) you are not a customer of KBC Peel Hunt in relation to the Placing and KBC
Peel Hunt is not acting for you in connection with the Placing and will not be
responsible to you in respect of the Placing for providing protections afforded
to its customers;
(g) you have not been, and will not be, given any warranty or representation by
any KBC Person in relation to any Placing Shares or the Company or any other
member of its Group;
(h) you will pay the full subscription amount as and when required in respect of
all Placing Shares allocated to you in accordance with such terms and will do
all things necessary on your part to ensure that payment for such shares and
their delivery to you or at your direction is completed in accordance with the
standing CREST instructions (or, where applicable, standing certificated
settlement instructions) that you have in place with KBC Peel Hunt or put in
place with KBC Peel Hunt with its agreement;
(i) you have full power and authority to subscribe Placing Shares, to give all
confirmations and to execute and deliver all documents necessary to effect such
subscription, you are entitled to subscribe Placing Shares under the laws and
regulations of all relevant jurisdictions which apply to you ("Regulations") and
you have complied, and will fully comply, with all Regulations (including where
applicable, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of
Crime Act 2002, and the Money Laundering Regulations 2007) and have obtained all
governmental and other consents (if any) which may be required for the purpose
of, or as a consequence of, such subscription, and you will provide promptly to
KBC Peel Hunt such evidence, if any, as to the identity of any person which it
may request from you (for the purpose of its complying with such Regulations,
any other laws or regulations applicable to it, or otherwise in connection with
your participation in the Placing) in the form and manner requested by KBC Peel
Hunt on the basis that any failure by you to do so may result in the number of
Placing Shares that are to be allotted and issued to you or at your direction
pursuant to the Placing being reduced to such number, or to nil, as KBC Peel
Hunt may decide at its sole discretion;
(j) you have complied and will comply with all applicable provisions of FSMA
with respect to anything done or to be done by you in relation to any Placing
Shares in, from or otherwise involving the United Kingdom and you have not made
or communicated or caused to be made or communicated, and you 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;
(k) you are a FSMA Qualified Investor and you are a person at or to whom any
communication relating to the Company that is a "financial promotion", as
referred to in FSMA, may lawfully be issued, directed or otherwise communicated
without the need for such communication to be approved, made or directed by an
"authorised person" as referred to in FSMA;
(l) you are acting as principal only in respect of the Placing or, if you are
acting for any other person in respect of the Placing (1) you are both an
"authorised person" for the purposes of FSMA and a "qualified investor" as
defined at Article 2.1(e)(i) of Directive 2003/71/EC (known as the Prospectus
Directive) acting as agent for such person, and (2) such person is either (i) a
FSMA Qualified Investor or (ii) a "client" (as defined in section 86(2) of FSMA)
of yours that has engaged you to act as his agent on terms which enable you to
make decisions concerning the Placing or any other offers of transferable
securities on his behalf without reference to him;
(m) nothing has been done or will be done by you 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 Ordinary
Shares 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;
(n) you are not, and are 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 (as amended) concerning
depositary receipts and clearance services), and the allocation, allotment,
issue and/or delivery to you, or any person specified by you for registration as
holder, of Placing Shares will not give rise to a liability under any such
section;
(o) you will not treat any Placing Shares in any manner that would contravene
any legislation applicable in any territory or jurisdiction and no aspect of
your participation in the Placing will contravene any legislation applicable in
any territory or jurisdiction in any respect or cause the Company or KBC Peel
Hunt to contravene any such legislation in any respect;
(p) (applicable terms and expressions used in this paragraph have the meanings
that they have in Regulation S made under the US Securities Act) (1) none of the
Placing Shares has been or will be registered under the US Securities Act, (2)
none of the Placing Shares may be offered, sold, taken up or delivered, directly
or indirectly, into or within the United States except pursuant to an exemption
from, or in transactions not subject to, the registration requirements of the US
Securities Act, (3) you are not within the United States and (unless you will be
subscribing Placing Shares pursuant to an exemption referred to above in this
paragraph) you are not a US person, (4) you have 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, (5) neither you, your affiliates, nor
any persons acting on your behalf, have engaged or will engage in any directed
selling efforts with respect to the Placing Shares, (6) you will not be
subscribing Placing Shares with a view to resale in or into the United States,
and (7) you will not distribute 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;
(q) KBC Peel Hunt 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 KBC Person or any person
associated with any KBC Person to do so or by allowing officers of the Company
and/or employees of Group companies to subscribe Placing Shares under the
Placing at the Placing Price;
(r) time is of the essence as regards your obligations under this Appendix;
(s) this Appendix and any contract which may be entered into between you and KBC
Peel Hunt and/or the Company pursuant to it or the Placing shall be governed by
and construed in accordance with the laws of England, for which purpose you
submit to the exclusive jurisdiction of the courts of England and Wales as
regards any claim, dispute, or matter arising out of or relating to this
Appendix or such contract, except that each of the Company and KBC Peel Hunt
shall have the right to bring enforcement proceedings in respect of any
judgement obtained against you in the courts of England and Wales in the courts
of any other relevant jurisdiction; and
(t) nothing in this Appendix shall exclude any liability of any person for fraud
on its part. All times and dates in this announcement are subject to amendment
at the discretion of KBC Peel Hunt, except that in no circumstances will the
date scheduled for Admission be later than the Long Stop Date. None of your
rights or obligations in respect of the Placing is conditional on any other
person agreeing to subscribe for 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 your obligations in respect of the Placing.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise.
+----------------------+----------------------------------------------------+
| "Admission" | the admission to trading on AIM in accordance with |
| | Rule 6 of the AIM Rules for Companies of the |
| | Placing Shares, comprising "Stage 1 Admission" in |
| | respect of the Stage 1 Placing and "Stage 2 |
| | Admission" in respect of the Stage 2 Placing |
+----------------------+----------------------------------------------------+
| "AIM" | AIM, a market operated by London Stock Exchange |
+----------------------+----------------------------------------------------+
| "Board" | the board of directors of the Company |
+----------------------+----------------------------------------------------+
| "Company" or | Innovision Research & Technology plc, a company |
| "Innovision" | registered in England and Wales with registered |
| | number 3024348 and having its registered office at |
| | 33 Sheep Street, Cirencester, Gloucestershire GL7 |
| | 1RQ |
+----------------------+----------------------------------------------------+
| "CREST" | the system for paperless settlement of trades and |
| | holdings of |
| | uncertificated shares administered and operated by |
| | Euroclear UK & Ireland Limited |
| | |
+----------------------+----------------------------------------------------+
| "Directors" | the directors of the Company |
+----------------------+----------------------------------------------------+
| "EGM" | the Extraordinary General Meeting of the Company |
| | to be convened for 9.00 a.m. on 27 July 2009 |
+----------------------+----------------------------------------------------+
| "Existing Ordinary | the 61,556,121 Ordinary Shares in issue |
| Shares" | |
+----------------------+----------------------------------------------------+
| "FSA" | the Financial Services Authority |
+----------------------+----------------------------------------------------+
| "FSMA" | the Financial Services and Markets Act 2000 (as |
| | amended) |
+----------------------+----------------------------------------------------+
| "FSMA Qualified | a person who is a "qualified investor" as referred |
| Investor" | to at section 86(7) of FSMA and at or to whom any |
| | private communication relating to the Company that |
| | is a "financial promotion" (as such term is used |
| | in relation to FSMA) may lawfully be issued, |
| | directed or otherwise communicated without the |
| | need for it to be approved, made or directed by an |
| | "authorised person" as referred to in FSMA |
+----------------------+----------------------------------------------------+
| "Group" | the Company and its subsidiary |
+----------------------+----------------------------------------------------+
| "IP" | intellectual property |
+----------------------+----------------------------------------------------+
| "KBC Peel Hunt" | KBC Peel Hunt Ltd |
+----------------------+----------------------------------------------------+
| "KBC Person" | any person being (i) KBC Peel Hunt, (ii) an |
| | undertaking which is a subsidiary undertaking of |
| | KBC Peel Hunt, (iii) a parent undertaking of KBC |
| | Peel Hunt or (other than KBC Peel Hunt) a |
| | subsidiary undertaking of any such parent |
| | undertaking, or (iv) a director, officer, agent or |
| | employee of any such person |
+----------------------+----------------------------------------------------+
| "London Stock | London Stock Exchange plc |
| Exchange" | |
+----------------------+----------------------------------------------------+
| "Non-Qualifying | those new Ordinary Shares the subject of the |
| Placing Shares" | Placing which are not the VCT Placing Shares |
+----------------------+----------------------------------------------------+
| "Options" | options granted by the Board over Ordinary Shares |
+----------------------+----------------------------------------------------+
| "Ordinary Shares" | ordinary shares of 1 pence each in the Company |
+----------------------+----------------------------------------------------+
| "Placees" | persons who agree to subscribe for Placing Shares |
| | pursuant to the Placing |
+----------------------+----------------------------------------------------+
| "Placing" | the conditional placing by KBC Peel Hunt of the |
| | Placing Shares pursuant to the Placing Agreement |
| | at the Placing Price |
+----------------------+----------------------------------------------------+
| "Placing Agreement" | the agreement dated 2 July 2009 between the |
| | Company and KBC Peel Hunt relating to the Placing |
+----------------------+----------------------------------------------------+
| "Placing Price" | 18 pence per Placing Share |
+----------------------+----------------------------------------------------+
| "Placing Shares" | the VCT Placing Shares and the Non-Qualifying |
| | Placing Shares and each a "Placing Share" |
+----------------------+----------------------------------------------------+
| "Resolutions" | the resolutions set out in the notice of EGM dated |
| | 3 July 2009 |
+----------------------+----------------------------------------------------+
| "Shareholders" | holders of Ordinary Shares |
+----------------------+----------------------------------------------------+
| "Stage 1 Admission" | has the meaning set out in the definition of |
| | "Admission" above |
+----------------------+----------------------------------------------------+
| "Stage 2 Admission" | has the meaning set out in the definition of |
| | "Admission" above |
+----------------------+----------------------------------------------------+
| "Stage 1 Placing" | the placing by KBC Peel Hunt of the VCT Placing |
| | Shares pursuant to the Placing Agreement |
+----------------------+----------------------------------------------------+
| "Stage 1 Placing | the VCT Placing Shares |
| Shares" | |
+----------------------+----------------------------------------------------+
| "Stage 2 Placing" | the placing by KBC Peel Hunt of the Non-Qualifying |
| | Placing Shares pursuant to the Placing Agreement |
+----------------------+----------------------------------------------------+
| "Stage 2 Placing | the Non-Qualifying Placing Shares |
| Shares" | |
+----------------------+----------------------------------------------------+
| "UK" or "United | the United Kingdom of Great Britain and Northern |
| Kingdom" | Ireland |
+----------------------+----------------------------------------------------+
| "UK Prospectus | the prospectus rules made under Part VI of FSMA |
| Rules" | |
+----------------------+----------------------------------------------------+
| "United States" | the United States of America, its territories and |
| | possessions, any State of the United States and |
| | the District of Columbia |
+----------------------+----------------------------------------------------+
| "US Securities Act" | the US Securities Act of 1933, as amended |
+----------------------+----------------------------------------------------+
| "VCT" | venture capital trust |
+----------------------+----------------------------------------------------+
| "VCT Placing Shares" | those new Ordinary Shares the subject of the |
| | Placing which qualify for VCT tax relief |
+----------------------+----------------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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