Placing
SOFTWARE RADIO TECHNOLOGY PLC
("SRT" or the "Company")
PLACING TO RAISE £4,000,000
The Directors of SRT, the AIM-quoted provider of TETRA and AIS solutions to the
communications and homeland security markets, are pleased to announce that the
Company has carried out a conditional placing through HansonWesthouse of, in
aggregate, 9,523,810 new Ordinary Shares at 42p per share.
Background to and reasons for the Placing
The Directors intend to apply the net proceeds of the Placing, which are
expected to be approximately £3.8 million, in three areas:
£000
Working capital for the TETRA business 1,000
Development of new generation of PMR technology 1,300
Product development and working capital for the Marine 1,500
business
3,800
Working capital for the TETRA business
On 7 December 2006, the Company announced its interim results for the six
months ended 30 September 2006 and stated that there would be a delay of
approximately six months in the ability of the Group's customers to enter
volume production of TETRA handsets, and thereby generate royalties for SRT, as
a result of certain software-related issues which had arisen during extreme
field testing by customers.
Final testing, debugging and approval processes are underway, with some
approvals already obtained. The Directors believe that certain customers will
shortly be in a position to enter volume production of TETRA handsets which
would generate royalties for SRT. In addition, as customers commence
production, £2 million (approximately) of initial licence and development fees
will become payable.
The delay in the commencement of royalties and in the payment of fixed licence
and development fees by customers, coupled with the Group's other activities,
resulted in the Directors concluding that the Company should seek to raise
further equity funding.
Development of new generation of PMR technology
Within the PMR market, SRT has concentrated to date on the TETRA market. TETRA
is primarily targeted at users for whom effective communications are
mission-critical, such as the emergency services and the military and TETRA
networks have now been implemented in over 70 countries.
The migration from analogue to digital PMR systems has involved the development
of a number of other standards, including P25, which is prevalent in North
America, as well as standards that address the less stringent requirements of
other user groups. As a result, the Directors believe an opportunity exists to
increase SRT's target market and margins through the potential evolution of the
existing digital TETRA platform into a generic digital platform which can be
software-configured for other digital PMR standards. This would enable SRT to
provide technology to manufacturers addressing non-TETRA digital PMR markets.
The development of this platform is underway and the Directors intend to apply
part of the proceeds of the Placing to continue and accelerate the development
of this technology for adoption in the wider digital PMR market. Funds will
also be applied to the development of SRT's own TETRA handset for sale to OEMs
within the EU, where encryption issues hinder non-EU handset manufacturers from
entering the market.
Product development and working capital for the Marine business
SRT has made significant progress in developing its Marine business, focusing
on the marketing of the Group's AIS Class B technology which provides accurate
and secure identification and tracking of moving assets, in particular ships
and boats.
SRT's AIS technology has been designed to enable the production of low cost AIS
products. The technology can be provided in different formats, including as a
finished product, to suit the requirements of marine electronic manufacturers
and distributors around the world with their established sales channels.
The Group's AIS Class B transceiver, which was launched at the end of 2006, has
received EU type-approval and US Coast Guard Certification. Agreements are in
place with over 20 companies, including some of the largest marine electronics
companies in the world, for the use of SRT's technology to develop a range of
AIS products. Certain SRT customers have been in production since December 2006
generating revenues for SRT.
The Directors believe that the progress of the Marine business to date and the
indications in the market justify further investment to enable SRT to meet and
support the anticipated demand. Funds will be applied both to reduce component
lead times and expand customer technical and sales support. In addition, in
order to capitalise on the demand for low cost AIS technology, the Directors
intend that SRT will continue to invest in the evolution of its AIS technology
with the objective of reducing the end user cost, thereby increasing both the
addressable market and SRT's margins.
Details of the Placing
The existing power granted by Shareholders to the Directors to allot shares for
cash is insufficient to allow the issue of all of the Placing Shares.
Therefore, the Placing is being carried out in two tranches. The first tranche,
which is being carried out under the existing power granted to the Directors,
comprises the placing of the 7,142,857 First Placing Shares, which will raise
approximately £3 million, and is expected to be completed at 8.00 a.m. on 3
April 2007 (on First Admission). The second tranche, which is conditional,
inter alia, on the passing of the Resolution at the EGM, comprises the placing
of the 2,380,953 Second Placing Shares, which will raise approximately £1
million, and is expected to be completed at 8.00 a.m. on 24 April 2007 (on
Second Admission).
The Placing Shares will represent approximately 10.85 per cent. of the Enlarged
Share Capital.
The Placing Agreement, in so far as it relates to the First Placing, is
conditional, inter alia, on:
(a) First Admission occurring by not later than 8.00 a.m. on 3 April 2007 (or
such later time and/or date as HansonWesthouse and the Company may agree but in
any event not later than 17 April 2007); and
(b) the obligations of HansonWesthouse not having been terminated prior to
First Admission.
The Placing Agreement, in so far as it relates to the Second Placing, is
conditional, inter alia, on:
(a) Second Admission occurring by not later than 8.00 a.m. on 24 April 2007 (or
such later time and/or date as HansonWesthouse and the Company may agree but in
any event not later than 4 May 2007);
(b) the Resolution to be proposed at the EGM having been passed thereat (and
not, save with the written consent of HansonWesthouse, at any adjournment
thereof) without amendment; and
(c) the obligations of HansonWesthouse not having been terminated prior to
Second Admission.
An electronic copy of the circular, which is being posted to Shareholders
today, can be downloaded from the Company's website at www.softwarerad.com.
For further information please contact:
Software Radio Technology plc 01761 409500
Simon Tucker simon.tucker@softwarerad.com
Hanson Westhouse Limited 0113 246 2610
Tim Feather tim.feather@hansonwesthouse.com
Matthew Johnson matthew.johnson@hansonwesthouse.com
CityRoad Communications 020 7248 8010
Paul Quade 07947 186694
Definitions
The following definitions apply throughout this document, unless the context
requires otherwise:
"AIM" the AIM market of the London Stock Exchange
"AIM Rules for the rules of the London Stock Exchange governing
Companies" admission to AIM and the regulation of the companies
whose securities are admitted to trading on AIM
together with the accompanying guidance notes, in each
case as amended or re-issued from time to time
"AIS" automatic identification system
"Company" or "SRT" Software Radio Technology plc
"Directors" the board of directors of SRT
"Enlarged Share the issued share capital of the Company immediately
Capital" following the Placing
"EU" European Union
"Existing Ordinary the 78,287,082 Ordinary Shares in issue at 28 March
Shares" 2007
"EGM" the extraordinary general meeting of the Company to be
held at 11.00 a.m. on 23 April 2007, or any adjournment
thereof
"First Admission" admission of the First Placing Shares to trading on AIM
and such admission becoming effective in accordance
with the AIM Rules for Companies
"First Placing" the placing of the First Placing Shares pursuant to the
Placing Agreement
"First Placing Shares" the 7,142,857 new Ordinary Shares which are the subject
of the First Placing
"Form of Proxy" the form of proxy for use by Shareholders in connection
with the EGM
"HansonWesthouse" Hanson Westhouse Limited, the nominated adviser and
broker to the Company
"London Stock Exchange" London Stock Exchange plc
"Ordinary Shares" ordinary shares of 0.1p each in the capital of the
Company
"Placing" the conditional placing by HansonWesthouse, on behalf
of the Company, of the Placing Shares at the Placing
Price pursuant to the Placing Agreement
"Placing Agreement" the conditional agreement dated 29 March 2007 between
HansonWesthouse and the Company relating to the Placing
"Placing Price" 42p per Placing Share
"Placing Shares" together, the First Placing Shares and the Second
Placing Shares
"PMR" professional mobile radio
"Resolution" the special resolution to be proposed at the EGM
"Second Admission" admission of the Second Placing Shares to trading on
AIM and such admission becoming effective in accordance
with the AIM Rules for Companies
"Second Placing" the placing of the Second Placing Shares pursuant to
the Placing Agreement
"Second Placing Shares" the 2,380,953 new Ordinary Shares which are the subject
of the Second Placing
"Shareholder(s)" holder(s) of Existing Ordinary Shares
"TETRA" terrestrial trunked radio, the European
Telecommunications Standards Institute standard for
digital trunked radio communications
HansonWesthouse, which is regulated by the Financial Services Authority, is
acting on behalf of SRT. HansonWesthouse is not acting for any other persons
and will not be responsible to anyone other than SRT for providing the
protections afforded to customers of HansonWesthouse or for providing advice in
relation to the Placing or any other matter referred to in this announcement.
This announcement is for information only and does not constitute an offer to
sell or issue or the solicitation of an offer to buy, subscribe or acquire any
securities in any jurisdiction. This announcement does not constitute an offer
to sell or issue or the solicitation of an offer to buy, subscribe or acquire
any securities in the capital of the Company in the United States, Canada,
Australia, Japan or South Africa or in any jurisdiction in which such offer
would be unlawful and should not be relied upon in connection with any decision
to acquire Placing Shares or any other securities in the capital of the
Company. The information contained in this announcement is not for release,
publication or distribution, directly or indirectly, to or into the United
States, Canada, Australia, Japan or South Africa or in any jurisdiction in
which such publication or distribution would be unlawful.
This announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by HansonWesthouse or by any of its affiliates, directors, employees
or agents as to or in relation to, the accuracy or completeness of this
announcement, or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is hereby expressly disclaimed.