Update on Timing of Results and Equity Issue
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
28 June 2023
WANdisco plc
(the "Company" and together with its subsidiaries, "WANdisco" or the "Group")
Update on Timing of Results and Equity Issue
The Company today announces an update regarding the timing of the publication of its audited financial results for the year ended 31 December 2022 ("FY22") and its upcoming issue of $30m of new ordinary shares (the "Equity Issue").
FY22 Audited Accounts
The audit of the Group's financial results for FY22 is well advanced, however, the auditor, BDO LLP, has requested more time to complete their procedures.
It is now expected that the audited financial results for FY22 will be released on 4 July 2023, a change to the previously planned date of 30 June 2023.The Board does not expect the audit to result in any material changes to the financial results for FY22 from recent disclosures. The Company envisages that the audited FY22 Annual Report & Accounts will be prepared on a going concern basis.
Equity Issue
The Company is in advanced stages of preparing the Equity Issue. Given the change to the audit timetable, the Company now expects to launch the Equity Issue on Monday, 3 July 2023.
Accordingly, the Company will seek the suspension on the shares to be lifted on or around 7 July 2023 following publication of the FY22 Annual Report & Accounts and completion of the Equity Issue.
For further information, please contact:
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FTI Consulting
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+44 (0)20 3727 1137 |
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Rob Mindell / Kwaku Aning / Tom Blundell / Matt Dixon |
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Stifel (Nomad and Joint Broker)
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+44 (0)20 7710 7600 |
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Fred Walsh / Richard Short / Tom Marsh |
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Liberum (Joint Broker)
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+44 (0)20 3100 2000 |
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Max Jones / Ben Cryer / Miquela Bezuidenhoudt |
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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
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
The person responsible for arranging the release of this announcement on behalf of WANdisco plc is Larry Webster, Company Secretary.
This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, Japan or South Africa or any other jurisdiction.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States except 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 any other jurisdiction of the United States. No public offering of the New Ordinary Shares will be made in the United States.
Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and WANdisco. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, WANdisco's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this announcement speak only as of its date. The Company, its directors, Stifel Nicolaus Europe Limited ("Stifel") and Liberum Capital Limited ("Liberum"), their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the Financial Conduct Authority ("FCA") or London Stock Exchange plc ("LSE").
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Stifel or Liberum or by any of their respective affiliates or any person acting on its or their behalf as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Company's securities. Any indication in this announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company's securities. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.
Each of Stifel and Liberum are authorised and regulated in the United Kingdom by the FCA. Each of Stifel and Liberum are acting exclusively for the Company and no one else in connection with the matters described in this announcement, the contents of this announcement or any other matters described in this announcement. Neither Stifel nor Liberum will regard any other person as its client in relation to the content of this announcement or any matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the content of this announcement or any other matters referred to in this announcement.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom. This announcement has not been approved by the LSE.
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