TIDMNTX
RNS Number : 5191U
NXT PLC
18 October 2010
18 October 2010
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
NXT plc ("NXT" or "the Company")
Results of the Firm Placing, Open Offer and Placing
On 23 September 2010, the Board of NXT plc (the "Company" or
"NXT"), a provider of unique sound solutions, best known for its
flat panel loudspeaker and touch screen technologies, announced
details of a share issue to raise gross proceeds of up to GBP8.0
million (approximately GBP7.2 million net of expenses) by the issue
of up to 268,075,581 New Ordinary Shares through the Firm Placing,
the Open Offer and the Placing at 3 pence per New Ordinary Share.
Up to 184,800,000 New Ordinary Shares will be issued through the
Firm Placing and the Placing and up to 83,275 581 New Ordinary
Shares will be issued through the Open Offer.
Defined terms used in this announcement shall have the same
meaning as those terms defined and used in the prospectus of the
Company dated 23 September 2010.
The Open Offer closed for acceptances at 11.00 a.m. on 15
October 2010. At that time the Company had received valid
acceptances in respect of 104,837,389 Open Offer Shares from
Qualifying Shareholders. This represents approximately 125.9 per
cent. of the Open Offer Shares offered. All eligible applications
from shareholders will be allocated their pre-emption entitlements.
The application under the excess application facility will be
allocated on a pro-rata basis. As a result the Company has
conditionally raised a total of GBP8.0 million before expenses
(GBP7.2million net of expenses) through the Firm Placing, Open
Offer and Placing.
The Firm Placing, Open Offer and Placing remain conditional,
amongst other things, upon the passing of Resolutions 6 - 9 at the
Annual General Meeting, to be held at 2.00 p.m. on 18 October 2010
and Admission occurring no later than 8.00 a.m. on 20 October 2010
or such later time or date as the parties to the Placing Agreement
may determine.
Application has been made to the UKLA for the New Ordinary
Shares to be admitted to the premium segment of the Official List
and to the London Stock Exchange for the New Ordinary Shares to be
admitted to trading on the London Stock Exchange's main market for
listed securities. It is expected that Admission will become
effective on 20 October 2010 and that dealings in the New Ordinary
Shares will commence at 8.00 a.m. on 20 October 2010. Thereafter,
NXT will have a total of 426,695,736 Ordinary Shares in issue.
The New Ordinary Shares, when issued and fully paid will rank
equally in all respects with the Existing Ordinary Shares.
The New Ordinary Shares (in uncertificated form) are expected to
be credited to CREST accounts on or around 8.00 a.m. on 20 October
2010 and definitive share certificates for the New Ordinary Shares
(in certificated form) are expected to be despatched to
certificated shareholders within seven days of Admission.
This announcement should be read in conjunction with the full
text of the Prospectus. A copy of the Prospectus is available at
the UKLA's National Storage Mechanism and will be available for
inspection at www.hemscott.com. In addition, the Prospectus is
available to view on the Company's website (www.nxtsound.com).
Copies of the Prospectus will be also available from the offices of
NXT plc, Regus House, 1010 Cambourne, Cambridge, CB23 6DP and at
the offices of Simmons and Simmons CityPoint, One Ropemaker Street,
London EC2Y 9SS.
For further information please contact:
NXT plc Tel: +44 (0)1223 597 840
Ian Buckley, Chairman
James Lewis, CEO
Kate Barnes, CFO
Singer Capital Markets Ltd Tel: +44 (0)20 3205 7500
Shaun Dobson
Claes Spang
Media enquiries:
Allerton Communications Tel: +44 (0)20 3137 2500
This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any New Ordinary Shares, nor shall it
(or any part of it), or the fact of its distribution, form the
basis of, or be relied on in connection with or act as any
inducement to enter into, any contract or commitment whatsoever
with respect to the proposed Firm Placing and Open Offer or
otherwise. This announcement is not a prospectus and investors
should not subscribe for or purchase any New Ordinary Shares
referred to in this announcement except on the basis of information
in the Prospectus.
The distribution of this announcement in certain jurisdictions
may be restricted by law and such distribution could result in
violation of the laws of such jurisdictions. In particular, this
announcement is not for distribution in the United States,
Australia, Canada, Japan or South Africa.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into the United States, Australia, Canada, Japan or South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in the United States, Australia, Canada, Japan or South Africa or
any jurisdiction in which such offer or solicitation would be
unlawful. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended ("Securities Act") and may not be offered, sold or
transferred, directly or indirectly, 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. The securities are being offered and sold outside
the United States in accordance with Regulation S under the
Securities Act. No public offering of the shares referred to in
this announcement is being made in the United States, Australia,
Canada, Japan or South Africa or any jurisdiction in which such
public offering would be unlawful.
The information in this press release may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorized.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS:
This announcement contains certain forward-looking statements
which may include reference to one or more of the following: the
Group's financial condition, results of operations, cash flows,
dividends, financing plans business strategies, operating
efficiencies or synergies, budgets, capital and other expenditures,
competitive positions, growth opportunities for existing products,
plans and objectives of management and other matters. Statements in
this announcement that are not historical facts are hereby
identified as "forward-looking statements". Such forward-looking
statements, including, without limitation, those relating to future
business prospects, revenue, liquidity, capital needs interest
costs and income, in each case relating to NXT, wherever they occur
in this announcement, are necessarily based on assumptions
reflecting the views of NXT and involve a number of known and
unknown risks, uncertainties and other factors that could cause
actual results, performance or achievements to differ materially
from those expressed or implied by the forward-looking statements.
Such forward-looking statements should, therefore, be considered in
light of various important factors. Important factors that could
cause actual results to differ materially from estimates or
projections contained in the forward-looking statements include,
without limitation: economic and business cycles, the terms and
conditions of NXT's financing arrangements, foreign currency rate
fluctuations, competition in NXT's principal markets, acquisitions
or disposals of businesses or assets and trends in NXT's principal
industries.
These forward-looking statements speak only as at the date of
this announcement. Except as required by the Listing Rules, the
Disclosure and Transparency Rules, the Prospectus Rules and any
law, NXT does not have any obligation to update or revise publicly
any forward-looking statement, whether as a result of new
information, further events or otherwise. Except as required by the
Listing Rules, the Disclosure and Transparency Rules, the
Prospectus Rules and any law, NXT expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statement contained herein to
reflect any change in NXT's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this
announcement might not occur.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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