Result of oversubscribed Placing and Subscription
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION .
This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any investment decision in respect of CyanConnode Holdings plc or other evaluation of any securities of CyanConnode Holdings plc or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities .
This Announcement contains inside information for the purposes of the UK version of the market abuse regulation (EU No . 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). In addition, market soundings (as defined in UK MAR) were taken in respect of certain of the matters contained in this Announcement, with the result that certain persons became aware of such inside information, as permitted by UK MAR. Upon the publication of this Announcement, this inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information .
3 June 2021
CyanConnode Holdings plc
("CyanConnode" or the "Company")
Result of heavily oversubscribed Placing and Subscription
CyanConnode (AIM:CYAN.L), a world leader in narrowband radio frequency (RF) smart mesh networks, is pleased to announce that, further to its announcement at 7.00 a.m. today, it has successfully completed a heavily oversubscribed placing of new Ordinary Shares, at a premium to last night's closing market price, by way of an accelerated bookbuild, which is now closed (the "Placing"), and a subscription of new Ordinary Shares (the "Subscription").
The Placing and Subscription raised, in aggregate, £3.15 million (before expenses) through the placing of 27,196,395 new Ordinary Shares (the "Placing Shares") and a Subscription for 5,973,681 new Ordinary Shares (the "Subscription Shares") at an Issue Price of 9.5 pence per new Ordinary Share. The Issue Price represents a premium of approximately 2.2 per cent. to the closing market price of 9.3 pence per existing Ordinary Share on 2 June 2021, being the last business day prior to the announcement of the Placing and the Subscription.
Directors' Dealings
Pursuant to the Subscription, John Cronin, Heather Peacock and David Johns-Powell, being certain of the Company's Directors, have subscribed for new Ordinary Shares as follows:
|
Director |
R ole |
No. of existing Ordinary Shares |
% of Existing Ordinary Share Capital |
Number of S ubscription Shares subscribed for |
No. of Ordinary Shares t o be held immediately following Admission |
% of Enlarged Share Capital immediately following Admission |
|
John Cronin |
Executive Chairman |
5,241,200 |
2.81% |
105,264 |
5,346,464 |
2.43% |
|
Heather Peacock |
CFO and Company Secretary |
683,771 |
0.37% |
52,631 |
736,402 |
0.33% |
|
David Johns-Powell |
Non-Executive Director |
19,083,490 |
10.22% |
210,526 |
19,294,016 |
8.77% |
John Cronin and Heather Peacock, as Directors of the Company, and David Johns-Powell as a Director of the Company and a Substantial Shareholder are accordingly classified as related parties under the AIM Rules for Companies and their participation in the Subscription therefore constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.
Accordingly, Chris Jones and Peter Tyler, being the independent directors, consider, having consulted with Arden Partners plc, the Company's Nominated Adviser, that the terms of the Director's participation in the Subscription are fair and reasonable insofar as Shareholders are concerned.
Admission to trading on AIM
Application will be made to the London Stock Exchange for the admission of the Placing Shares and Subscription Shares to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the Placing Shares and Subscription Shares commence at 8.00 a.m. on or around 8 June 2021.
Total voting rights
Following the issue of the Placing Shares and Subscription Shares the Company will have 219,983,799 Ordinary Shares in issue. The Company has no Ordinary Shares in treasury.
Capitalised terms used but not otherwise defined in this announcement shall have the same meanings ascribed to such terms in the Company's announcement released earlier today unless the context requires otherwise.
John Cronin, Executive Chairman, CyanConnode, commented:
I am delighted that as a result of high investor demand we have placed 33,170,076 shares with both existing and new shareholders. We are thankful for the strong support shown and it is particularly pleasing to welcome new shareholders to the register at this exciting time for CyanConnode.
The Board remains confident and focused in the future growth prospects of the Company and looks forward to providing further updates in due course. As a result of the Placing we have broadened our investor base and are committed to delivering great value to all shareholders.
Enquiries:
CyanConnode Holdings plc Tel: +44 (0) 1223 225 060
John Cronin, Executive Chairman www.CyanConnode.com
Arden Partners plc (Nomad and Broker) Tel: +44 (0) 20 7614 5900
Paul Shackleton / Akhil Shah (Corporate Finance)
Simon Johnson (Corporate Broking)
IMPORTANT INFORMATION
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 Arden Partners or by any of its affiliates 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, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it (other than the Appendix in relation to Placees) form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the new Ordinary Shares have not been, and will not be, registered under the Securities Act or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, the Republic of South Africa, or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, the Republic of South Africa or Japan.
The distribution or transmission of this Announcement and the offering of the new Ordinary Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company or the Broker 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 and the Broker to inform themselves about, and to observe, such restrictions. In particular, this Announcement may not be distributed, directly or indirectly, in or into the United States, Canada, the Republic of South Africa, Australia or Japan. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this document to a jurisdiction outside the UK should seek appropriate advice before taking any action.
This Announcement contains "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could", "indicative", "possible" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies.
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 or losses per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or losses per share of the Company.
Arden Partners plc, which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser and Broker to the Company in connection with the Placing. Arden Partners plc will not be responsible to any person other than the Company for providing the protections afforded to clients of Arden Partners plc or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Arden Partners plc is not making any representation or warranty, express or implied, as to the contents of this Announcement. Arden Partners plc has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Arden Partners plc for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
The new Ordinary Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
PDMR Notification Form
The notification below is made in accordance with the requirements of MAR.
|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|||
|
a) |
Name |
a) J ohn Cronin b) H eather Peacock c) David Johns-Powell
|
||
|
2 |
Reason for the notification |
|||
|
a) |
Position/status |
a) E xecutive Chairman b) C FO and Company Secretary c) Non-Executive Director
|
||
|
b) |
Initial notification/Amendment |
Initial notification |
||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||
|
a) |
Name |
|
||
|
b) |
LEI |
213800MDLW3GKKW5TT58 |
||
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||
|
a) |
Description of the financial instrument, type of instrument Identification code |
|
||
|
b) |
Nature of the transaction |
Participation in subscription |
||
|
c) |
Price(s) and volume(s) |
Price - 9 .5 pence Volumes: a) 1 05,264 b) 5 2,631 c) 2 10,526 |
||
|
d) |
Aggregated information |
See 4c) above |
||
|
e) |
Date of the transaction |
8 June 2021 |
||
|
f) |
Place of the transaction |
London Stock Exchange, AIM |
||
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