Renishaw takes 20 per cent stake in expanded Delcam

Delcam has conditionally raised £6,096,208, before expenses, through a placing of 1,524,052 new Ordinary Shares with Renishaw at a placing price of £4. The net proceeds will be used to fund the expansion of the business and for further investment in the development, sales and support of Delcam’s products. Renishaw and Delcam have worked together for many years and share common metrology interests and customers. Delcam believes closer co-operation with Renishaw will enhance the sales of both companies. This would be achieved by initiatives such as the agreement recently entered into with Renishaw for the development of software to support the application of Renishaw’s new probes, it says. The placing is conditional on the passing of the Resolutions and the admission of the placing shares to trading on AIM. The placing is also conditional on there being no material adverse change in the financial or trading position or prospects of Delcam between the announcement of the agreement and completion of the placing. So long as Renishaw holds more than 15 per cent of the Delcam’s Ordinary Share capital, it will be entitled to nominate a director for appointment to Delcam’s Board (subject to approval by Delcam directors. And Renishaw has also agreed with Delcam that: 1) For five years from completion of the Placing and subject to certain exceptions, it will not acquire further shares in the Company which would result in it holding more than 20 per cent of the Company’s Ordinary share capital from time to time without the agreement of the Board; 2) It will not exercise the voting rights attaching to the placing shares on any resolution to appoint or remove a director of the Company other than Renishaw’s nominated director (unless it elects to vote in accordance with a written voting recommendation made to shareholders by the board or to re-elect a director retiring by rotation and offering himself for re-election); 3) For five years from completion of the placing and subject to certain exceptions, it will only dispose of the placing shares through Delcam’s brokers from time to time in order to maintain an orderly market in Delcam’s shares. Delcam has also agreed that it will not make a purchase of its own shares or reduce its share capital to an extent which would cause Renishaw’s holding of Ordinary Shares to exceed 29.99 per cent of its Ordinary Share capital from time to time, unless the Panel on Takeovers and Mergers first waives Renishaw’s obligation to make an offer for Delcam in those circumstances.