Filtronic : Placing Announcement

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY SUCH JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS PROHIBITED

27 August 2015

Filtronic plc ('Filtronic' or the 'Company')

Proposed Delisting from Official List and Admission to AIM

Proposed Capital Reorganisation and amendment to Articles of Association

and

Proposed Placing of 90,000,000 Placing Shares at 5.0 pence per Placing Share

Filtronic is pleased to announce a conditional placing of 90,000,000 New Ordinary Shares (the 'Placing Shares') at 5.0 pence per Ordinary Share (the 'Placing Price') (the 'Placing') to raise £4.5 million before expenses.

In conjunction with the Placing, the Board is proposing to cancel the listing of the Company's Existing Ordinary Shares from the Main Market and to apply for admission for the New Ordinary Shares and the Placing Shares to trading on AIM. It is also proposing to reorganise the Company's share capital and to amend the articles of association (the 'Proposals').

In connection with the Placing and the Proposals, the Company will require Shareholder approval and it will shortly post a circular to Shareholders convening a General Meeting at which the Resolutions will be proposed (the 'Circular').

For further information please contact:

Filtronic plc ('Filtronic' or the 'Company')

Proposed Delisting from Official List and Admission to AIM

Proposed Capital Reorganisation and amendment to Articles of Association

and

Proposed Placing of 90,000,000 Placing Shares at 5.0 pence per Placing Share

Introduction

The Company is pleased to announce it is proposing to raise, in aggregate, £4.5 million before expenses by way of a placing of 90,000,000 Placing Shares at a price of 5.0 pence per Placing Share. The Placing Price represents a 35.5 per cent. discount to the closing price of 7.75 pence per Ordinary Share on 26 August 2015 (being the latest practicable date prior to this announcement).

In conjunction with the Placing which itself is conditional upon Shareholder approval as set out below, the Board is proposing to seek Shareholder approval to cancel the listing of the Existing Ordinary Shares on the premium segment of the Official List and to cancel trading of the Existing Ordinary Shares on the Main Market. It is intended that the Company applies for admission of its entire issued share capital (including the Placing Shares) to trading on AIM, to take effect simultaneously with the Delisting.

The Board is also seeking Shareholder approval for the terms of the Placing and to reorganise the Company's share capital by reducing the nominal value attaching to the Existing Ordinary Shares in a way which does not affect their economic value. The Capital Reorganisation will maximise the Company's flexibility to issue shares in the future and, to be effected, will require Shareholder approval to adopt new articles of association. It is also proposed to make minor, non-material administrative and definitional changes to the articles of association appropriate for a company whose shares are admitted to AIM. In addition, as the Placing Price represents a discount of greater than 10 per cent. to the middle market price of 7.75 pence per Ordinary Share on 26 August 2015 (being the latest practicable date prior to this announcement), in accordance with Listing Rule 9.5.10, the Board will also be seeking Shareholder approval of the terms of the Placing at the discount set out above.

Background to the Placing and use of proceeds

As announced on 5 August 2015, following the successful trialling in the spring of 2015 of Filtronic's advanced integrated antenna products by a major US operator, the Company received its first production tooling orders in early August 2015 from a major telecoms industry original equipment manufacturer ('OEM') for Ultra Wide Band integrated antennas. It is anticipated that further production orders will follow the completion of the tooling orders. The Group is developing an advanced integrated antenna product for this OEM and in parallel is developing generic antennae products with a wider application and with an anticipated broader market appeal.

Additionally, the Broadband business has demonstrated that its latest generation E-band transceiver operates as 'best in class', at greater than 4Gbps at 256 QAM, resulting in the Broadband business receiving initial production orders from a major OEM for this product.

The net proceeds of the Placing will be used to finance the Group's working capital requirements as it moves from new product introduction to volume production.

In particular, the net proceeds of the Placing will be used to:

· Complete the qualification processes and production ramp up and sale of the new advanced integrated antenna products and E-band Transceiver products; and

· Improve the marketing of Filtronic's technologies, products and expertise through active promotion and improved distribution arrangements to improve the Group's sales prospects.

Reasons for the proposed Cancellation and Admission

The Board has undertaken a review in order to determine the most appropriate trading platform for the Company's Ordinary Shares. The Board has considered carefully the proposed Move to AIM and believes that it is in the best interests of the Company and its Shareholders as a whole for the following reasons:

· AIM is a market appropriate for a company of Filtronic's size, and is a market which should help attract new investors, providing a platform to promote the Company and trading in its shares;

· AIM offers greater flexibility with regard to potential future corporate transactions and should enable the Company to agree and execute certain transactions more quickly and cost effectively than a company on the Official List. In particular, once on AIM, the Company would have the ability to raise equity finance from institutional investors without the need to produce a prospectus;

· companies whose shares trade on AIM are deemed to be unlisted for the purposes of certain areas of UK taxation. Following the Move to AIM, individuals who hold Ordinary Shares may, in certain circumstances, therefore be eligible for certain tax benefits. Shareholders and prospective investors should consult their own professional advisers on whether an investment in an AIM security is suitable for them, or whether a tax benefit referred to above may be available to them;

· the Directors believe that being admitted to AIM should make the Company's shares more attractive to some retail investors, thereby potentially increasing liquidity;

· the Move to AIM will enable the Company to complete the Placing; and

· AIM should simplify certain administrative and regulatory requirements applicable to the Company.

Details of the Cancellation and Admission

In order to effect the Move to AIM, the Company will require, inter alia, Shareholder approval of the Cancellation and Admission Resolution at the General Meeting. The Notice of General Meeting, which will be posted to Shareholders shortly, will set out the terms of the Cancellation and Admission Resolution, which will be proposed at the General Meeting as a special resolution. In accordance with the Listing Rules, the Cancellation and Admission Resolution will be subject to approval being obtained from not less than 75 per cent. of all Shareholders voting in person or by proxy. If the requisite percentage of Shareholders does not approve the Cancellation and Admission Resolution, the Company's Ordinary Shares will continue to be admitted to the premium segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange.

As the Company's Ordinary Shares have been listed on the Official List for approximately 20 years, the AIM Rules do not require an admission document to be published by the Company in connection with Admission. However, subject to the passing of the Cancellation and Admission Resolution at the General Meeting, the Company will publish an announcement which complies with the requirements of Schedule One to the AIM Rules for Companies, comprising information required to be disclosed by companies transferring their securities from the Official List, as an AIM Designated Market, to AIM.

Assuming the Cancellation and Admission Resolution is passed, the Company will apply to cancel the listing of its Existing Ordinary Shares on the Official List and to trading on the Main Market. It is intended that the transfer to AIM will take place simultaneously with the Cancellation.

Details of the Capital Reorganisation

Under the 2006 Act, the issue of the Existing Ordinary Shares at less than their nominal value is prohibited. The Board considers that it is in the best interests of Shareholders as a whole that the Company organises its share capital to maximise its flexibility to issue shares, including the Placing Shares. The Board therefore proposes to reduce the existing 10 pence nominal value of the Existing Ordinary Shares by sub-dividing each Existing Ordinary Share into one New Ordinary Share of 0.1 pence each and 1 Deferred Share of 9.9 pence each. The proposed Capital Reorganisation will not change the number of Ordinary Shares in issue and is not expected to affect the trading price of the Ordinary Shares.

The Deferred Shares will not entitle holders to receive notice of or attend and vote at any general meeting of the Company or to receive a dividend or other distribution or to participate in any return of capital on a winding up (other than the nominal amount paid on such shares following a very substantial distribution to the holders of New Ordinary Shares). Accordingly, the Deferred Shares will, for all practical purposes, be valueless and it is the Board's intention that, at an appropriate time, the Company will repurchase the Deferred Shares or cancel or otherwise seek the surrender of the Deferred Shares, using such Companies Act compliant means as the Board may at such time determine.

The Deferred Shares will not be admitted to trading on any stock exchange.

Risk factors associated with trading on AIM

Although the Company intends to apply for all of the New Ordinary Shares to be admitted to trading on AIM following the Cancellation, there can be no assurance that an active or liquid trading market for the New Ordinary Shares will develop or, if developed, that it will be maintained following Admission. AIM is a market designed primarily for emerging and smaller companies, to which a higher investment risk tends to be attached than for larger companies, and may not provide the liquidity normally associated with the Main Market or on some other stock exchanges. Although it is possible that, as a consequence of the Company's New Ordinary Shares not being admitted to the Official List following the Cancellation, the New Ordinary Shares may be more difficult to sell compared to the shares of companies listed on the Official List, the Board does anticipate that the Company may attract a higher profile and exposure on AIM than it currently enjoys on the Official List, which could in turn improve liquidity.

In addition, as a consequence of the Company's New Ordinary Shares not being admitted to the Official List, the market price of the Ordinary Shares may be subject to greater fluctuations than might otherwise be the case. Liquidity on AIM is in part provided by market makers who are member firms of the London Stock Exchange and who are obliged to quote a share price for each company for which they make a market between 8.00 a.m. and 4.30 p.m. on each Business Day.

Following Admission, the Company will be subject to the regulatory and disciplinary controls of the AIM Rules. While for the most part the obligations of a company whose shares are admitted to trading on AIM are similar to those of companies whose shares are listed on the (premium segment of the) Official List, Shareholders should note that the protections afforded to investors in AIM companies are in some respects less rigorous than those afforded to investors in companies whose shares are listed on the Official List. Further details of the implications of the move to AIM will be set out in the Circular.

Current trading and prospects

Filtronic designs and manufactures equipment for the mobile telecommunications market where the long term trends continue to indicate increasing demand.

Over the past 18 months the Group has focused on the development of a number of new products to meet the needs of its OEM customers. These products range from filters, tower mounted amplifiers, combiners to ultra wide band integrated antennas in its Wireless Business and E-band transceivers in its Broadband Business. These products are entering early stage of production (for example: production tooling, initial orders or early stage mass production). Customer projections for these product lines over the next 12 to 18 months show a healthy level of demand.

Over the past year, Filtronic Wireless has been developing three variants of an Ultra Wide Band Integrated Antenna in association with a major European mobile network infrastructure OEM. Working prototypes of the first variant were shipped in March / April 2015 for lab test and field trials, which have progressed during the summer. Further to these trials a production tooling order was received by Filtronic to bring all variants to a production ready position. The Board believe that Filtronic Wireless is now well positioned to benefit from this substantial market opportunity and will make further announcements as this project progresses.

Filtronic Broadband has focused on developing class leading E-band transceivers primarily for the Mobile Network Backhaul market. The latest generation of this product, Orpheus, has been demonstrated to run at 4GBps at 256 QAM, a rate that significantly outperforms competitive offerings on the market. A major European OEM has placed an initial order for Orpheus transceivers which is due to commence shipment in the last quarter of this year. In addition to the Orpheus product developed by Filtronic, a growing pipeline of potential new customers for adjacent market and build to print opportunities has been established. Initial orders have been received from some of these opportunities including an E-band transceiver based on SiGe technology. The Board believes that the Orpheus and adjacent market opportunities that are now being developed will enable Filtronic Broadband to return to a sustainable growth model in the medium term.

As previously indicated, the Group has implemented a number of cost saving measures that have resulted in an annualised reduction in operating expenditure of approximately £2.0 million. This saving has been achieved through the closure of the Group's offices in California and a reduction of headcount in the Wireless and Broadband business as well as in its head office function. The Group will continue to analyse overhead costs and will look to make further efficiency improvements to reduce its breakeven point.

Cash continues to be tightly managed and the Group's net cash position as at the end of July was approximately £827,000 (unaudited).

Further details of the Placing

The Company is proposing to raise, in aggregate, £4.5 million (before expenses) by way of a placing of 90,000,000 New Ordinary Shares at the Placing Price with Placees. The Placing Shares represent 84.2 per cent. of the issued share capital of the Company as at 26 August 2015 (being the latest practicable date prior to the publication of this announcement) and will, on Admission, represent approximately 45.7 per cent. of the enlarged issued share capital of the Company. As the Placing Price represents a discount of greater than 10 per cent. to the middle market price of 7.75 pence per Ordinary Share on 26 August 2015 (being the latest practicable date prior to this announcement), in accordance with Listing Rule 9.5.10, the Board will be seeking Shareholder approval of the terms of the Placing at that discount. The Placing will result in a dilution of the proportionate holdings of existing Shareholders who do not participate in the Placing. On Admission, Shareholders who do not participate in the Placing will experience an immediate dilution of approximately 45.7 per cent. as a result of the Placing.

The Placing Price represents a discount of 35.5 per cent. to the closing price of 7.75 pence per Ordinary Share as at 26 August 2015 (being the latest practicable date prior to this announcement).

In order to accommodate potential demand from all Shareholders, the Board is intending to offer up to 20,000,000 New Ordinary Shares (the 'Open Offer Shares') at the Placing Price by way of a non-underwritten open offer to eligible shareholders of the Company to raise up to approximately a further £1 million (the 'Open Offer') following Admission to AIM. The launch of the proposed Open Offer shall be subject to, inter alia, completion of the Placing and the Proposals, customary documentation, regulatory approval and publication of a circular to shareholders. If undertaken, the Open Offer would be made so as to enable all eligible Shareholders to subscribe for Open Offer Shares at the Placing Price on a pro rata basis to their holdings on the record date and with the option for increasing their allocation pursuant to an excess application facility. Should the Board decide to proceed with the Open Offer, a further announcement shall be made in due course.

In connection with the Placing, the Company has entered into the Placing Agreement pursuant to which Panmure Gordon has agreed, in accordance with the terms of the Placing Agreement, to use reasonable endeavours to place the Placing Shares with Placees. Panmure Gordon is entitled to terminate the Placing Agreement in certain limited circumstances prior to Admission including circumstances where any of the warranties are found not to be true or accurate (or are misleading) in any material respect.

The Placing is conditional, inter alia, on:

· the passing of the Resolutions;

· the conditions in the Placing Agreement being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to Admission; and

· Admission becoming effective by no later than 8.00 a.m. on 5 November 2015 (or such later time and/or date, being no later than 8.00 a.m. on 19 November 2015, as the Company and Panmure Gordon may agree).

The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with the New Ordinary Shares. The Placing Shares have not been made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

Application will be made to the London Stock Exchange for the New Ordinary Shares (including the Placing Shares) to be admitted to trading on AIM. On the assumption that, inter alia, the Resolutions are passed, it is expected that Admission will become effective on or around 5 November 2015.

Related Party Transaction

Aberforth Partners LLP and Legal and General Investment Management Ltd are related parties of the Company for the purposes of the Listing Rules as they have existing shareholdings in the Company that are greater than 10 per cent.

It is proposed that Aberforth Partners LLP and Legal and General Investment Management Ltd will participate in the Placing pro rata to their existing shareholding in respect of 22,029,000 and 15,804,000 Placing Shares, respectively. Therefore, pursuant to the Listing Rules, their proposed participation in the Placing will require the approval of the Independent Shareholders. Further details in relation to the Related Party Transaction, including the terms of the ordinary resolution to approve the Related Party, will be set out in the Circular and Notice of General Meeting.

Board Changes

The Board considers that the current structure of the Board would benefit from simplification following the Move to AIM, by effecting a reduction in the number of non-executive directors. Graham Meek and Howard Ford have each informed the Company that they intend therefore not to stand for re-election as non-executive directors at the forthcoming AGM. The Board would like to thank the retiring non-executive directors for their contributions to the Board and to the Company, and to wish them well for the future. Following the departure of Howard Ford, Reg Gott has agreed to replace him as Chairman. The Board intends in due course to appoint a separate finance director, to enable Rob Smith to focus solely on his role as chief executive officer.

Following the changes to the Board as described above, the Board will therefore be constituted as follows:

· Reg Gott, Non-executive Chairman

· Rob Smith, Chief Executive Officer and Chief Finance Officer

· Michael Roller, Non-Executive Director

Reg Gott was appointed to the Board on 13 July 2006. Notwithstanding the fact that he has served on the Board for more than nine years, the Board continues to believe that Mr Gott is independent in character and judgement and, therefore, an independent director for the purposes of the UK Corporate Governance Code.

General Meeting

A Circular setting out a notice convening a General Meeting of the Company will be proposed will be posted in due course.

Expected timetable

Each of the times and dates set out below are indicative only and subject to change without consultation. If any of the below times and / or dates change, the revised times and/or dates will be notified by announcement on a Regulatory Information Service.

References in this announcement to time are to London time, unless specified otherwise.

DEFINITIONS

The following definitions and technical terms apply throughout this announcement, unless the context otherwise requires:

IMPORTANT INFORMATION

This announcement has been issued by, and is the sole responsibility of, the Company. This announcement is for information only and does not constitute or form part of an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction.

THIS ANNOUNCEMENT IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THE PLACING SHARES DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT'), OR THE LAWS OF ANY STATE OF THE UNITED STATES OR ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ABSENT REGISTRATION OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES.

The distribution of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement includes statements that are, or may be deemed to be, 'forward-looking statements'. These forward-looking statements are based on the Company's current expectations and projections about future events and can be identified by the use of a date in the future or forward-looking terminology, including, but not limited to, the terms 'may', 'believes', 'estimates', 'plans', 'aims', 'targets', 'projects', 'anticipates', 'expects', 'intends', 'will', 'could' or 'should' or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or current expectations. They are not guarantees of future performance. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Any forward-looking statements in this announcement reflect the Company's view with respect to future events as at the date of this announcement and are subject to risks relating to future events and the Company's operations, results of operations, financial condition, growth, strategy, liquidity and the industry in which the Company operates. No assurances can be given that the forward-looking statements in this announcement will be realised. Neither the Company nor Panmure Gordon (UK) Limited ('Panmure Gordon') undertake any obligation, nor do they intend, to revise or update any forward-looking statements in this announcement to reflect events or circumstances after the date of this announcement (except, in the case of the Company, to the extent required by the FCA, the London Stock Exchange or by applicable law, the Listing Rules, the AIM Rules for Company or the Disclosure Rules and Transparency Rules). None of the future projections, expectations, estimates or prospects in this announcement should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the announcement. As a result of these risks, uncertainties and assumptions, prospective investors should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise. Forward-looking statements in this announcement are current only as of the date on which such statements are made.

Panmure Gordon, which is regulated in the United Kingdom by the FCA, is acting solely for the Company in relation to the Placing and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Panmure Gordon nor for providing advice in relation to the Placing or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Panmure Gordon by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Panmure Gordon does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares or the Placing and nothing in this announcement is, or shall be relied upon as, a warranty or representation, express or implied, in this respect, whether as to the past or future. Panmure Gordon its affiliates and its and their respective directors, employees and advisers accordingly disclaim, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which any of them might otherwise have in respect of this announcement or any such statement.

Any indication in this announcement of the price at which Placing Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. The price of Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.

ENDS