Circ re. Related Party Transaction
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN DIALIGHT PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF DIALIGHT PLC.
4 October 2023
Dialight plc
("Dialight", the "Company", or the "Group")
Publication of Circular and Notice of General Meeting
Further to conditional offering of 6,635,257 new ordinary shares of 1.89 pence each in the capital of the Company (the "New Ordinary Shares") to raise gross proceeds of approximately £10.55 million (the "Fundraising"), announced on 27 September 2023, the Company announces that the circular referred to in that announcement is being published today (the "Circular"). The Circular will be available on the Company's website www.dialight.com.
As described in the announcement of 27 September 2023, the participation in the Fundraising by Schroder Investment Management ("Schroder") constitutes a related party transaction requiring shareholder approval in accordance with Listing Rule 11.1.7R. Accordingly, settlement of the New Ordinary Shares and Admission is conditional on approval by the Company's shareholders at a general meeting.
The Circular contains further details of the proposed related party transaction (within the meaning of Listing Rule 11.1.4R) and will be posted to shareholders that have elected to receive hard copies of shareholder documentation as soon as practicable. The Circular also contains a notice convening a general meeting to be held at 9.30 a.m. on 27 October 2023 at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW. Completion of the Fundraising will be conditional upon receiving shareholder approval to the related party transaction proposal at the General Meeting.
The expected timetable of principal events in relation to the General Meeting is as follows:
Event Expected time/date
Deadline for receipt of Form of Proxy and CREST voting instructions 9.30 a.m. on 25 October 2023
Voting Record Time 6.30 p.m. on 25 October 2023
General Meeting 9.30 a.m. on 27 October 2023
Admission and Settlement 8.00 a.m. on 30 October 2023
A copy of the Circular has been submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms used but not defined in this announcement have the same meaning as set out in the announcement of the Results of Placing announcement released by the Company on 27 September 2023.
Enquiries:
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Dialight plc |
+44 (0)203 058 3542 |
|
Neil Johnson, Non-Executive Chairman Fariyal Khanbabi, Group Chief Executive |
|
|
Peel Hunt LLP |
+44 (0) 20 7418 8900 |
|
Mike Bell / Ed Allsopp / Tom Graham |
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IMPORTANT NOTICES
This Announcement and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into any jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The New Ordinary Shares have not been and will not be registered under the U.S. 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, pledged, taken up, exercised, resold or transferred or delivered, 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 any applicable securities laws of any state or other jurisdiction of the United States. Subject to limited exceptions, the New Ordinary Shares are being offered and sold only outside of the United States in "offshore transactions" within the meaning of, and in accordance with, Regulation S under the Securities Act and otherwise in accordance with applicable laws. No public offering of the New Ordinary Shares is being made in the United States, United Kingdom or elsewhere.
This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published.
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 Peel Hunt 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.
Peel Hunt is authorised and regulated in the United Kingdom by the FCA and is acting solely for the Company and no one else in connection with the Fundraising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Fundraising and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt by FSMA or by the regulatory regime established under it, neither Peel Hunt nor any of its affiliates accepts any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of Peel Hunt or any of its affiliates in connection with the Company, the New Ordinary Shares or the Fundraising. Peel Hunt and its affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement.
The distribution of this Announcement and/or the offering of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Peel Hunt or any of their respective affiliates that would, or which is intended to, permit an offering of the New Ordinary Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to New Ordinary Shares in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. 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 such action. Persons into whose possession this Announcement comes are required by the Company and Peel Hunt to inform themselves about, and to observe, such restrictions.
Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, 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.
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