Firm Placing, Proposed Placing and Open Offer of New Ordinary Shares

Placing and Open Offer
RNS Number : 8130O
@UK PLC
25 September 2013

@UK PLC

("@UK" OR THE "COMPANY")

FIRM PLACING OF 10,000,000 NEW ORDINARY SHARES
AND
PROPOSED PLACING AND OPEN OFFER OF 6,064,500 NEW ORDINARY SHARES AT 33 PENCE PER NEW SHARE
TO RAISE TOTAL OF £5.3 MILLION

@UK plc (AIM:ATUK.L), the cloud eCommerce marketplace, is pleased to announce that it has raised £3.3 million (before expenses) by way of a firm placing by Westhouse to certain existing and new institutional and other investors of 10,000,000 New Shares at 33p per share.

The Company also announces that it proposes to raise a further £2.0 million (before expenses) by way of an Open Offer of 6,064,500 New Shares on the basis of 1 Open Offer Share for every 14 Existing Ordinary Shares, all of which have either been placed by Westhouse firm or conditionally (subject to clawback to satisfy valid applications under the Open Offer) with certain existing and new institutional and other investors in each case at 33p per share.

Commenting on the Fundraising, Ronald Duncan, Executive Chairman of @UK said:

"We are pleased to announce the completion of our successful Fundraising which has been strongly supported by existing and new investors. This fundraising puts the Company in a strong position to realise the long term value of our new cloudBuy business model and global roll out in association with Visa.

The Issue Price does not reflect the sharp rise in the Company's share price over the last few days. I am pleased that shareholders will have the opportunity to invest on the same terms as the placees. I would like to thank our investors for their support as we continue to transform @UK from a local public sector business to cloudBuy a global B2B ecommerce business in association with Visa."

 The Company intends to use the net proceeds of the Fundraising to strengthen its balance sheet and for working capital purposes, specifically in the short term to finance and support the roll out in Asia Pacific and further out into India, South Africa, Canada, USA and the rest of the world in due course.

Fundraising Statistics

Notes:

⁽¹⁾   The Open Offer Shares includes the number of Second Firm Placing Shares and the Clawback Placing Shares.

⁽²⁾   Assuming Admission of all of the First Firm Placing Shares and all of the Open Offer Shares and that no other Ordinary Shares are issued between the date of this announcement and Admission.

Lyn and Ronald Duncan jointly, and David Holloway, each being a Director, are Placees in respect of 151,515 and 151,515 Second Firm Placing Shares (respectively).  The Directors have subscribed in the Second Firm Placing by converting £100,000 of the total loans of £160,000 made by them to the Company earlier in the year. The balance of the loans will be repaid out of the net proceeds of the Fundraising.

These highlights should be read in conjunction with the full text of this announcement.

For further information:

@UK PLC ("@UK" OR THE "COMPANY")

FIRM PLACING OF 10,000,000 NEW ORDINARY SHARES
AND
PROPOSED PLACING AND OPEN OFFER OF 6,064,500 NEW ORDINARY SHARES AT 33 PENCE PER NEW SHARE
TO RAISE TOTAL OF £5.3 MILLION

1. Introduction

The Company is pleased to announced that it has raised £3.3 million (before expenses) by way of a firm placing to certain new and existing institutional and other investors of 10,000,000 New Shares at 33p per share.  The Company also announces that it proposes to raise a further £2.0 million (before expenses) by way of an Open Offer of 6,064,500 New Shares, all of which have either been firm or conditionally placed with certain new and existing institutional and other investors at 33p per share, a discount of approximately 20.4 per cent. to the average Closing Price for the preceding 20 business days prior to 24 September 2013. 

The Open Offer is conditional, amongst other things, on Shareholders' approval to give the Directors the required authorities to allot the Open Offer Shares and to disapply statutory pre-emption rights in relation to the allotment of the Open Offer Shares.  The Issue Price represents a discount of approximately 48 per cent. to the price of 63.5 pence per Existing Ordinary Share, being the Closing Price of an Existing Ordinary Share on 24 September 2013 (the latest practicable date prior to the announcement of the Fundraising) and of approximately 20.4 per cent. to the price of 41.5 pence per Existing Ordinary Share, being the average Closing Price for the preceding 20 business days prior to 24 September 2013. 

The Company will publish shortly a circular to Shareholders containing details of, and the background to, the Fundraising and to explain why the Directors believe that the Fundraising and certain other matters are in the best interests of the Company and Shareholders.

2. Reasons for the Fundraising

In its interim results announcement for the six months ended 30 June 2013 released on 3 September 2013, the Company announced turnover increased by 26 per cent. over the corresponding period last year.  That turnover included ecommerce revenues which had grown by 53 per cent. to £860,000 (at higher margin of 96 per cent.) and it was noted that new buyside ecommerce and spend analysis had grown by 127 per cent. compared to the corresponding period last year. Whilst these increases in turnover contributed to an increase in gross profit of 36 per cent. (2012: £841,000), operating costs had gone up due to investment during the period in cloudBuy and cloudSell, leading to an operating loss of £300,000, a reduction of 17 per cent. on the same period last year.

On 4 September 2013, the Company announced that Tungsten had signed a five year agreement with the Company to license certain spend analysis software, branded as "TungstenAnalytics", contingent upon the successful flotation of Tungsten on AIM, which Tungsten expects to take place in October 2013. Under the terms of the license agreement, and subject to the flotation of Tungsten on AIM becoming effective, @UK expects to receive up front establishment fees and installation costs, which together are not expected to be greater than £0.5 million.  The total maximum value to @UK over the initial five year period is up to £3.4 million.

In its interim results for the six months ended 30 June 2013, the Company also announced that its partnership with Visa had enabled it to implement a new business model, whereby @UK receives a small percentage of the spend both for spend analysis and marketplace, rather than the flat license and implementation fee which has been charged historically. The new base charge is considered to be significantly higher than the historic charging and the percentage charge should ensure that the Company gains proportionately as the volumes grow.

Over the course of the current year, the Company has carried out a wide ranging survey of its competition and concluded that its ability to process data automatically down to line item level is considered by the Directors to be unique. This is supported by research from a number of the leading industry research houses, such as Gartner, Forrester and Aberdeen group, which show that even the most advanced competing solutions in the market can only analyse to a 'category' level, for example 'stationery'. The ability to analyse spend at the line item level, e.g. "A4 Brilliant Copier Paper 80gms recycled", is in the view of the Directors unique to @UK.

@UK's challenge has been explaining this to procurement departments which, because of the competition's limitations, tend to believe that spend analysis is just the categorisation of spend into high level categories such as stationery, furniture and travel.  This has been compounded by the fact that the UK public sector has made limited savings to date.  The Company is currently seeing a change in policy and an appetite to carry out line item analysis and realise savings, at which point the Company expects the UK public sector to look to make a step change and move to realise the potential savings. When this occurs, the Directors believe @UK is well positioned to benefit from this. However, this is not an issue for the private sector and is one of the reasons that the private sector is rapidly overtaking the public sector in the Company's sales pipeline.

The Company's global survey of the competition in this area identified two fundamental strengths, being the Company's background in ecommerce and its software development:

-     @UK's ecommerce background enables it to price items correctly in a B2B environment. In addition, this provides the Company with the security to process payments which are PCI/DSS (Payment Card Industry/Data Security Standard) compliant and provide service ecommerce (care, temporary staff, car hire, marketing, accounting and legal, etc); and

-     the Company's software development background means that its software is, in the view of the Directors, more efficient than other major cloud providers and is quicker to develop and more flexible than other platforms.  In addition, the Company has over time a proven ability to deliver software projects on time and to budget.

Having surveyed the market and the competition, @UK has concluded that it has been undercharging for its services. The Directors believe the services when correctly priced are more attractive when sold in association with Visa and Visa's local member banks pursuant to the Company's three year exclusive partnership agreement with Visa signed in March 2013.

This new business model is also made possible through the ROI delivered by the Company's spend analysis and marketplace; together with the rebates offered by local Visa member banks on card spend within the marketplace. The spend analysis identifies significant savings that are easily realised by organisations, together with a detailed business case for implementing the marketplace. This approach seeks to deliver these savings along with additional process improvements.

The B2B Marketplace business model has changed for the international market into a low percentage of total spend in line with the rebate model provided by the banks.  This ensures that all parties, the buyer, @UK and the member bank are encouraged to maximise the use of the solution to increase throughput.

When a Visa member bank implements a procurement card programme, there is generally a rebate paid to the buying organisation for putting volume through the programme.  @UK's new charging mirrors this methodology and the percentage charge is set at a lower level than the percentage rebate achieved.  Implementing the card programme in conjunction with the ecommerce marketplace results in a significant uplift in the number of suppliers that can take part and consequently the scale of rebate achieved. @UK charges a minimum monthly fee to the buyers which increases once the minimum threshold is reached. Buyers are incentivised to reach the minimum threshold quickly as subsequently the solution generates revenue for them. 

@UK has demonstrated over the years its ability to analyse over £300 billion in spend.  This spend, when redirected through the ecommerce marketplace with an embedded payment mechanism creates, in the views of the Directors, a significant potential income stream.

In rolling out the new business model, the cloudBuy team intends to work closely with the Visa team, which in turn supports the member banks and their customers. In Australia, there are a number of active member banks whose enterprise and large market sales teams are now promoting the Company's solution.  Together with Visa, the Company provides marketing collateral and support and the member bank provides the rebate based on the volume of spend flowing through the system. This provides the investment for a ROI backed by the detailed business case from the spend analysis.

The Company has good involvement in Australia and New Zealand, with a first dedicated member of staff employed in the territory. @UK has built a strong pipeline of large public and private sector organisations and on 4 April 2013 announced its first contract win with an Australian Government shared service organisation for electronic marketplace research and spend analysis. The Company's key areas for expansion in 2013/14 are Australia and New Zealand along with Hong Kong and Singapore ("Asia Pacific"), for which it has a detailed roll out plan covering the period.  This has been greatly assisted by Visa's announcement on 6 September 2013 of the launch of cloudBuy, which it described as being Asia Pacific's first global e-marketplace solution, the key features of which include:

• B2B procurement solution with pricing accuracy, which improves efficiency by encouraging take-up of corporate cards in a B2B environment;
• spend insight solutions which cover price variance, benchmarking, spend analysis and supplier rationalisation;
• marketplace facilities that span contract pricing to requisition approval processes in a controlled ecosystem; and
• reporting tools that cover purchasing data and analytical tools, including CenSA carbon analysis.

Implementation of the Fundraising (other than the First Firm Placing) is conditional on, among other things, Shareholders passing Resolution 1 at the General Meeting.  If Shareholders do not pass Resolution 1 and the Fundraising (other than the First Firm Placing) does not proceed, the Board will have more restrained cash resources and may not be able to pursue its business objectives in full.

3. Use of proceeds of the Fundraising

The Company intends to use the net proceeds of the Fundraising to strengthen its balance sheet and for working capital purposes, specifically in the short term to finance and support the roll out referred to above in Asia Pacific and further out into India, South Africa, Canada and USA in due course.  In addition, the balance of the Directors' loans, as referred to in paragraph 5 below, will be repaid out of the net proceeds of the Fundraising.

4. Terms of the First Firm Placing

The Company has conditionally placed 10,000,000 First Firm Placing Shares at 33 pence per First Firm Placing Share with certain new and existing institutional and other investors to raise £3.3 million (before expenses).  The First Firm Placing is not being underwritten by Westhouse or any other person.

Application has been made to the London Stock Exchange for the First Firm Placing Shares to be admitted to trading on AIM.  It is expected that such Admission will become effective and that dealings will commence at 8.00 a.m. on 30 September 2013.

The First Firm Placing is conditional, amongst other things, on the following:

(A)   the Placing Agreement not being terminated prior to Admission of the First Firm Placing Shares and being otherwise unconditional in all respects as regards the First Firm Placing; and

(B)   Admission of the First Firm Placing Shares becoming effective on or before 8.00 a.m. on 30 September 2013 (or such later date and/or time as the Company and Westhouse may agree, being no later than 5.30 p.m. on 31 October 2013).

5. Details of the Open Offer

Alongside the First Firm Placing, the Company is proposing to raise a further amount of approximately £2.0 million (before expenses) pursuant to the Open Offer.  The proposed Issue Price of 33p per New Share under the Open Offer is the same price as the price at which all other New Shares are being issued.

The Open Offer is being made on a pre-emptive basis, allowing all Qualifying Shareholders the opportunity to participate.  Certain Qualifying Shareholders, including the Directors, have agreed not to take up their entitlements under the Open Offer and these shares (amounting to 2,820,520 New Shares, referred to as the "Second Firm Placing Shares")) have been placed firm by Westhouse with new and existing institutional and other investors. The Second Firm Placing will raise approximately £0.93 million of the £2.0 million referred to above.  The Second Firm Placing is not being underwritten by Westhouse or any other person.

The balance of the Open Offer Shares (that is, the total Open Offer Shares less those that are the subject of the Second Firm Placing) have been conditionally placed by Westhouse (under the Clawback Placing) with new and existing institutional and other investors (including the Marlborough UK Micro-Cap Growth Fund) subject to clawback to satisfy valid applications under the Open Offer. The issue of the balance of the Open Offer Shares (being those that are placed subject to clawback) will raise approximately £1.07 million of the £2.0 million referred to above.

Lyn and Ronald Duncan jointly, and David Holloway, each being a Director, are Placees in respect of 151,515 and 151,515 Second Firm Placing Shares (respectively).  The Directors have subscribed in the Second Firm Placing by converting £100,000 of the total loans of £160,000 made by them to the Company earlier in the year. The balance of the loans will be repaid out of the net proceeds of the Fundraising.

The Open Offer provides Qualifying Shareholders with the opportunity to subscribe for Open Offer Shares at the Issue Price payable in full on application and free of expenses, pro rata to their holdings of Existing Ordinary Shares as at the Record Date, on the following basis:

1 Open Offer Share for every 14 Existing Ordinary Shares

and so in proportion for any other number of Existing Ordinary Shares then held. Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number and any fractional entitlement to Open Offer Shares will be disregarded in calculating Open Offer Entitlements. The Open Offer is not conditional upon the level of applications made to subscribe under the Open Offer. 

The Second Firm Placing, Clawback Placing and Open Offer are subject to, amongst other things, Admission of the Open Offer Shares becoming effective by 8.00 a.m. on 15 October 2013 (or such later time and/or date as the Company and Westhouse may agree, being no later than 5.30 p.m. on 31 October 2013).

The Open Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Ordinary Shares in issue at that time, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission of them.

Qualifying Shareholders should note that the Open Offer is not a "rights issue".  Invitations to apply under the Open Offer are not transferable unless to satisfy bona fide market claims.  Qualifying non-CREST Shareholders should be aware that the Application Form is not a negotiable document and cannot be traded.  Qualifying Shareholders should also be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market nor will they be placed for the benefit of Qualifying Shareholders who do not apply for Open Offer Shares under the Open Offer.

Settlement and dealings
Application will be made to the London Stock Exchange for the Open Offer Shares to be admitted to trading on AIM.  It is expected that such Admission will become effective and that dealings will commence at 8.00 a.m. on 15 October 2013. 

Overseas Shareholders
Certain Overseas Shareholders may not be permitted to subscribe for Open Offer Shares pursuant to the Open Offer. Further details will be set out in the Circular.

Qualifying CREST Shareholders
Application has been made for the Open Offer Entitlements of Qualifying CREST Shareholders to be admitted to CREST.  It is expected that the Open Offer Entitlements will be admitted to CREST on 26 September 2013.  Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

6. Current trading and future prospects

The Company has made a positive start to the year with good progress across all of its key metrics.  Ecommerce and spend analysis sales are up 127 per cent. over the corresponding period last year as the UK pipeline starts to convert. The Company has good visibility of its developing pipeline and is well positioned to continue the growth in the second half of the year, which makes the Board confident that @UK's full year results will be in line with its expectations.

Following the launch of cloudBuy with Visa in the Asia Pacific, the Company's initial focus is on supporting the Visa global rollout starting with the Asia Pacific and then expanding into further markets.  The Board believes that this will get the Company, over the next 3-5 years, to the point where it believes that 80 per cent. of the Company's revenues will be derived from overseas. The Company is now seeing the most short term potential from the private sector and the Visa member banks are assisting in introducing the Company to the world's larger corporations. 

The Board is delighted in the progress that @UK has made in the first six months of this year and believes that the launch of cloudBuy with Visa into the Asia Pacific region followed by the proposed roll out set out above is the point at which all the hard work and investment in creating the best products should start to pay off through the new business model.

7.  Proposed change of Company name

As announced in the Company's interim results on 3 September 2013, it is the Company's intention to rename the Company "cloudBuy plc" subject to obtaining shareholder approval. Therefore, Resolution 3 will be put at the General Meeting to effect this.

8.  Proposed new directors of the Company

The Company also announces today that it intends shortly to appoint two new non-executive directors, Patrick (Paddy) Broughton and David Chellingsworth.

Patrick ("Paddy") who is based in Australia joins the Company as President of Asia Pacific. He is a very experienced banker who from 1987 to 1995 worked at JP Morgan, rising to European Head of FX Sales, prior to joining SG Warburg in Sydney in 1997. From 1998 until 2009 he rose to Head of Equity Capital Markets at ABN Amro Rothschild in Sydney before being appointed as Global Head of Equity Origination for RBS and Chief Executive of Hoare Govett in London, a position which he held until 2012. He is currently Chairman of the Dixon Advisory Investment Committee.

David Chellingsworth is a qualified Chartered Accountant and was formerly the finance director of @UK between 1999 and 2001 (before its flotation on AIM). He spent the majority of his career at British Gas. Subsequently, he served as Finance Director of Advanced Medical Solutions from 1994 to 1999 where he oversaw its successful flotation on the Official List in 1996. Since leaving @UK, David has acted as Finance Director of private companies, including Cyworks plc and Medtrade Limited and acted as financial consultant at UK Biobank Limited. It is intended that David will chair the Company's audit committee. 

9. General Meeting

For the purposes of, amongst other things, effecting the Fundraising (other than the First Firm Placing) and to approve the change of the Company's name, the Resolutions will be proposed at the General Meeting which is to be held in due course, further details of which will be set out in the Circular.  The full text of the Resolutions will be set out in the Circular.    If Shareholders do not pass Resolution 1, none of the Second Firm Placing, the Clawback Placing or Open Offer will proceed.

The Resolutions will be proposed as special resolutions (numbered as follows) to, amongst other things:

1(a)      authorise the Directors under section 551 of the Act to allot shares up to an aggregate nominal amount of £60,645 for the purposes of the Fundraising (other than the First Firm Placing);

1(b)      disapply the pre-emption rights provisions of section 561 of the Act (pursuant to section 571 of the Act) in respect of the allotment of equity securities pursuant to the Fundraising (other than the First Firm Placing);

2(a)      authorise the Directors under section 551 of the Act to allot shares up to an aggregate nominal amount of 500,000 in addition to the authority under Resolution 1 above;

2(b)      disapply the pre-emption rights provisions of section 561 of the Act (pursuant to section 570 of the Act) in respect of allotments made pursuant to paragraph (a) of Resolution 2 above, subject to the limitations to be set out in Resolution 2; and

3           change the Company's name to "cloudBuy plc".

To be passed, each Resolution will require, on a show of hands, a majority of 75 per cent. or more of the Shareholders voting, in person or by proxy, in favour at the General Meeting in respect of that Resolution.  If any of the Resolutions is taken on a poll of Shareholders, 75 per cent. or more of the total voting rights of members voting in person or by proxy in respect of the relevant Resolution must be cast in favour.

The Company has received irrevocable undertakings from the Directors holding, in aggregate, 28,291,080 Existing Ordinary Shares representing approximately 33.32 per cent. of the Existing Ordinary Shares, to vote in favour of the Resolutions.

Expected Timetable of Principal Events

2013

Notes:

(1)    References to times in this announcement are to London, UK time (unless otherwise stated).

(2)    The timing of the events in the above timetable is indicative only.  If any of the above times and/or dates are adjusted by the Company (with the agreement of Westhouse), the revised times and/or dates will be notified to the London Stock Exchange by an announcement via an RIS and, where appropriate, to Shareholders.

Definitions

All references in this announcement to "£" or "p" are to the lawful currency of the United Kingdom.

END

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IOEEANNLALLDEFF

Download - Proposed Placing and Open Offer Document and Notice of General Meeting
Download - Application Form for 33 pence Open Offer Shares
Download - Form of Proxy for General Meeting to be held on 14 October 2013