Successful Shareholder General Meeting Next Steps
9 June 2023
WANdisco plc
("WANdisco" or the "Company")
Successful Shareholder General Meeting Next Steps
WANdisco (LSE: WAND), the data activation platform is pleased to confirm that, following the passing of all resolutions proposed at the Shareholder General Meeting ("GM") on 6 June 2023, the Company will continue with the next phase of its fundraising plan (the "Proposed Fundraise") to raise up to $30 million and lift the current suspension of the Company's shares.
The Proposed Fund Raise
Following the RNS titled 'Exploring Funding Options' published on 15 May 2023 (https://polaris.brighterir.com/public/wandisco/news/rns/story/w03zolw), management completed over 45 meetings covering a large majority of the shareholder base as part of a consultative process to assess the potential for the Proposed Fund Raise. As subsequently announced, 97.7% of votes cast at the 6 June 2023 General Meeting were in favour of the resolutions set out in the Circular (https://polaris.brighterir.com/public/wandisco/news/rns_widget/story/xlen3pw).
With advice from the Company's Nominated Advisor and joint brokers, and in consultation with other advisers, a range of options that emerged during shareholder consultation are being actively examined in detail and evaluated against certain criteria. Those criteria include:
· equality of treatment for all shareholders;
· the effect of any fundraising activity on the underlying value of the outstanding equity (including any requirement for covenants and refinancing risk as appropriate);
· the ability to execute a capitalisation in the timescale available;
· regulatory constraints;
· completion of the FY22 audit sign off as a going concern;
· minimisation of dilution; and
· an orderly readmission of the Company's shares to trading on AIM.
Lifting of the Share Suspension
The Board will seek to have the share suspension lifted upon completion of the Proposed Fundraise and when audited accounts for the year to 31 December 2022 have been released. This is currently expected to be on or around 30 June 2023. Re-admission of the shares to trading on AIM will provide liquidity for shareholders as well as help to further restore confidence in the Company for its partners, customers, and employees, and allow the Company to progress with its Turnaround Plan.
Turnaround Plan
Management is progressing the 'Turnaround Plan' outlined on 15 May 2023. Further details will be shared with investors during an investor roadshow, planned to commence shortly. This roadshow will cover areas such as WANdisco's target market size; its technology and product differentiation; the Company's go-to-market strategy and structure; selling methodology and sales governance processes; improvements in disclosure; organisational structure; corporate governance and the Board's future ambitions for the Company.
Investigation Procedure
The Company continues to liaise and cooperate with the authorities in relation to the issues identified, including providing access to the findings of the independent investigation already undertaken.
Further to the Independent Investigation Update already released, the independent investigation findings confirm that there were eight companies from which Purchase Orders transpired to be false. The findings of the independent investigation confirm that there are no recent contracts, revenues, Proofs of Concept, technical engagements or sales relationships between any of these eight companies and WANdisco.
Change of Name
At the 2023 Annual General Meeting of the Company, it is anticipated that one of the proposed resolutions will relate to a change of the Company's name.
The change to the company name is part of a broader update to the Company's overall brand to best reflect the values and vision embodied in the Turnaround Plan, including but not limited to improvements in disclosure, governance, and the Board's future ambitions for the Company.
Further details on the proposed change will be shared as appropriate and confirmation of the date of the Annual General Meeting will be made in due course.
For further information, please contact:
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FTI Consulting |
+44 (0)20 3727 1137 |
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Rob Mindell / Kwaku Aning / Tom Blundell / Matt Dixon |
|
|
Stifel (Nomad and Joint Broker) |
+44 (0)20 7710 7600 |
|
Fred Walsh / Richard Short / Tom Marsh |
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Liberum (Joint Broker)
Max Jones |
+44 (0)20 3100 2000 |
About WANdisco
WANdisco is the data activation platform for accelerating digital transformation at scale. WANdisco makes infinite data actionable across clouds and enterprises in real time. WANdisco customers unleash the business value of the cloud with zero downtime, data loss, or disruption to fuel AI and machine learning, create new services, and transform businesses. For more information about WANdisco, visit www.wandisco.com
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