Further to its announcement earlier today, Corero is pleased to confirm a conditional fundraising to raise up to £5.0 million (c.$8.0 million) (before expenses) (the “Fundraising”) by directors, including Jens Montanana, existing shareholders and certain other investors (together, the “Subscribers”) of, in aggregate, up to 50,000,000 new ordinary shares of 1p each (the “New Ordinary Shares”) at 10p per ordinary share (“Issue Price”). The Issue Price represents a 5.88% per cent. discount to the closing middle market quotation price of an Ordinary Share on 29 July 2015 (of 10.625 pence per Ordinary Share), the day prior to this announcement.
The Fundraising is being undertaken to fund the Company’s ongoing development and sales and marketing activities. A more detailed explanation of the use of proceeds is outlined below.
Background to the Fundraising
As outlined in more detail in the update on trading, announced earlier today, the directors of the Company (the “Directors” or the “Board”) maintain a positive outlook on the future for the Company.
The net proceeds of the Fundraising will be deployed to support SmartWall TDS sales and marketing activities in the US and Europe, and the further development of the SmartWall TDS product. It is anticipated that the fund raise will enable the Company to achieve positive cash flows from trading in the second half of 2016.
The Directors, who hold approximately 41.06 per cent. of the existing shares of the Company, support the Fundraising. Furthermore, shareholders of the Company who hold approximately 35.57 per cent. of the existing shares of the Company are also proposing to participate in the Fundraising and have entered into, or have confirmed that they will enter into, conditional Subscription Agreements (defined below) with the Company dated the same date as this announcement. Together, this represents a significant majority of the Company’s shareholders who are committed to the support of the Company’s strategy. If the Special Resolution (defined below) is not approved by the requisite number of shareholders or the Fundraising does not proceed for any other reason, the Company will be required to secure financing, for the purposes set out above, from alternative sources.
Details of the Fundraising
Each Subscriber has entered into, or has confirmed that they shortly will enter into, a separate conditional subscription agreement with the Company dated 30 July 2015 pursuant to which each Subscriber has conditionally agreed (or will conditionally agree) to subscribe for a specified number of New Ordinary Shares set out in that Subscriber’s subscription agreement (together the “Subscription Agreements”). None of the Subscription Agreements are conditional on completion of any of the other Subscription Agreements but each Subscription Agreement is subject to the same conditions.
The Fundraising is conditional upon:
the passing (without amendment) of a special resolution to grant the Directors authority to allot the New Ordinary Shares on a non-pre-emptive basis at a general meeting of the Company (the “General Meeting”) (the “Special Resolution”); and the admission of the New Ordinary Shares to trading on AIM (“Admission”).
A circular setting out full details of the Fundraising and convening the General Meeting will be posted to shareholders in due course (the “Circular”). The Circular will set out why the Board considers the Fundraising to be in the best interests of the Company and its shareholders as a whole.
The New Ordinary Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so. The Fundraising is not being underwritten. Application will be made for the New Ordinary Shares to be admitted to trading on AIM. Subject to the Special Resolution being passed at the General Meeting, the New Ordinary Shares will be credited as fully paid and will rank pari passu with the existing ordinary shares of 1 pence each of the Company (“Ordinary Shares”) if and when issued.
Participation by Directors
It is proposed that Jens Montanana, Andrew Miller and Richard Last, each a Director of the Company, will participate in the Fundraising. The interests of the Directors immediately following Admission will be as follows:
Number of Ordinary Shares held at date of this announcement
% of Ordinary Shares held at the date of this announcement
Number of New Ordinary Shares subscribed for in the Fundraising
Resulting number of Ordinary Shares held immediately following Admission*
% of Enlarged Issued Share Capital**
* If the Fundraising is fully subscribed and no further Ordinary Shares are issued following the date of this announcement.
** “Enlarged Issued Share Capital” means the 165,637,416 Ordinary Shares of the Company as it will be immediately following the Fundraising (assuming the Fundraising is fully subscribed and assuming that no further Ordinary Shares are issued following the date of this announcement).
*** held in the name of Jens Montanana and beneficial entities.
Due to certain restrictions under the City Code on Takeovers and Mergers, if the Fundraising becomes unconditional then, in the unlikely event that any other Subscriber either (i) does not enter into a Subscription Agreement after giving confirmation to the Company that he or it would do so or (ii) defaults under his or its Subscription Agreement and does not subscribe for some or all of the New Ordinary Shares specified therein, Jens Montanana and, if applicable, Andrew Miller shall reduce the number of New Ordinary Shares which each will subscribe for in the Fundraising to such numbers so as to ensure that, on Admission, Jens Montanana will only hold such number of Ordinary Shares as will represent 39.51 per cent. of the Company’s issued share capital at that date and Andrew Miller will only hold such number of Ordinary Shares as will not exceed 0.63 per cent. of the Company’s issued share capital at that date (and may hold a smaller percentage).
Jens Montanana has agreed to lend the Company the total principal sum of £0.5 million pursuant to a share subscription advance by way of loan agreement dated the same date as this announcement (the “Advance Agreement”). This loan is repayable on the earlier of (i) the day immediately following the date that the Special Resolution is passed at the General Meeting and (ii) 31 July 2016. The Company may have to repay the loan early if it commits an event of default. Interest is payable on the loan at the end of each three month period at a percentage rate per annum equivalent to the Bank of England’s published base rate from time to time plus 5.0 per cent. However, no interest shall be payable and accrue on the loan if it is repaid or prepaid by the Company during the period of 60 days commencing on the date the loan is made.
If the Special Resolution is passed at the General Meeting, part of the subscription monies owed by Jens Montanana pursuant to his Subscription Agreement in respect of the New Ordinary Shares which he will subscribe for will be satisfied by the release of the Company of its obligation to repay the liquidated sum which the Company will owe Jens Montanana pursuant to the Advance Agreement.
If the Fundraising does not proceed, the Company will continue to owe the principal sum plus accrued interest under the Advance Agreement to Jens Montanana in accordance with its terms and a security interest will be granted at that time to Jens Montanana over the Company’s shares in its subsidiary, Corero Network Security, Inc. This loan will then be repayable on 31 July 2016.
Related Party Transactions
The participation in the Fundraising by Jens Montanana, Andrew Miller and Richard Last as directors of the Company constitutes a related party transaction pursuant to Rule 13 of the AIM Rules. The independent directors (being the Board excluding Jens Montanana, Andrew Miller and Richard Last as participants in the Fundraising) (the “Independent Directors”) consider, having consulted with finnCap, the Company’s nominated adviser, that the participation in the Fundraising by these individuals, as set out above, is fair and reasonable insofar as the shareholders are concerned.
Additionally, the provision of the loan by Jens Montanana under the Advance Agreement, as outlined above, constitutes a related party transaction pursuant to Rule 13 of the AIM Rules.
The Independent Directors consider, having consulted with finnCap, the Company’s nominated adviser, that the entering into of the Advance Agreement is fair and reasonable insofar as the shareholders are concerned.
Finally, Richard Koch is a substantial shareholder in Corero, holding in aggregate 13,891,000 Ordinary Shares of the Company, representing 12.01 per cent. of the voting rights and, consequently, Richard Koch is considered to be a related party of the Company pursuant to Rule 13 of the AIM Rules.
Richard Koch is subscribing for 9,700,000 New Ordinary Shares at the Issue Price, representing 19.40 per cent. of the Fundraising. This subscription by Richard Koch also constitutes a related party transaction for the purposes of the AIM Rules.
The Independent Directors consider, having consulted with finnCap, the Company’s nominated adviser, that the participation in the Fundraising by Richard Koch, as set out above, is fair and reasonable insofar as the shareholders are concerned.
Corero Network Security plc
Andrew Miller, CFO and Chief Operating Officer
Tel: 01895 876382
Stuart Andrews / Carl Holmes (corporate finance)
Tel: 020 7220 0500
Stephen Norcross (corporate broking)
Tel: 020 7382 4747
Rebecca Sanders-Hewett / David Ison / Susie Hudson