Linius Technologies Limited (ASX:LNU) (Linius or Company) – the only cloud-based solution that transforms static video into hyper-personalized video experiences with its world-first Video Virtualization Engine™ (VVE)ii – is pleased to announce an equity placement of ordinary shares in the Company (Shares) to US-based institutional investor New Technology Capital Group, LLC (NTCG).
The placement ensures continued delivery of growth strategy
Proceeds from the placement will be used to accelerate the commercialisation of existing Linius products and deliver new annual recurring revenue from the current new business pipeline, along with funding the Company’s general working capital requirements.
In the Company’s latest market update webinar in December 2021, new CEO James Brennan outlined the Company’s near-term priorities, including:
Investors can click on the following link to watch the abovementioned December 2021 webinar: Webinar
CEO James Brennan stated,
“I am delighted that New Technology Capital Group has taken an interest in Linius, our technology and our vision to grow our business. Our customers are experiencing strong growth in adoption of Linius solutions, and we have the new opportunities in our pipeline to grow ARR in the near term. The funding will allow me to execute my focused plan to accelerate the success of existing customers and convert current opportunities to revenue.”
Key terms of the placement
The placement will be made by way of NTCG prepaying the subscription price of Shares (Subscription Shares) to be issued by Linius. The first tranche of the placement will raise A$2,000,000 for A$2,120,000 worth of Subscription Shares and will be made under the Company’s existing Listing Rule 7.1 placement capacity. The funds are committed and will be paid within the coming week. The second tranche of the placement will raise A$1,000,000 for A$1,060,000 worth of Subscription Shares, subject to the Company receiving shareholder approval under Listing Rule 7.1 for the second tranche and NTCG’s right to withdraw the second tranche at its discretion prior to approval being sought. If shareholder approval is obtained and NTCG has not exercised its withdrawal right, funding will occur within 15 days of the shareholders’ meeting that is required to be held in 90 to 95 days from the execution of formal documentation. The Subscription Shares will be issued, at NTCG’s request within 24 months of the date of the corresponding prepayment of the first tranche and second tranche.
The issue price of the Subscription Shares will initially be equal to A$0.034 each, being a premium of 100% to the closing price of Linius shares on ASX on the last trading date prior to this announcement. Subject to a floor price of A$0.011 (Floor Price), the issue price will reset after 60 days to the average of the five daily volume-weighted average prices (VWAPs) selected by NTCG during the 20 consecutive trading days immediately prior to the date of NTCG’s notice to issue Shares, less a 5% discount (if the shares are issued in the first 12 months after the date of execution of the agreement) or a 7% discount (if the shares are issued after 12 months), rounded down to the nearest one-tenth of a cent.
If the issue price formula results in a price that is less than the Floor Price, Linius may forego issuing Shares and instead opt to repay the applicable subscription amount in cash (with a 5% premium), subject to the NTCG’s right to receive Subscription Shares at the Floor Price in lieu of such cash repayment.
The issue price has no cap attached to it.
Linius will also have the right (but not the obligation) to forego issuing Shares following NTCG’s request for the issue and instead opt to repay the subscription amount by making a payment to NTCG equal to the market value of the Shares that would have otherwise been issued.
Under the terms of the formal documentation associated with this placement, Linius will forthwith issue an initial 18,800,000 Shares to NTCG, which will be allocated towards the ultimate number of Subscription Shares to be issued. Alternatively, in lieu of applying these Shares towards the aggregate number of the Subscription Shares to be issued, NTCG may make a further payment to Linius equal to the value of these Shares determined using the issue price at the time of the payment.
In addition, Linius will issue 8,000,000 Shares in satisfaction of a fee payable to NTCG.
This announcement has been approved for release to ASX by the Board of Directors of the Company.
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