TIDMCYAN
RNS Number : 9331S
CyanConnode Holdings PLC
09 November 2023
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 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. 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.
9 November 2023
CyanConnode Holdings plc
("CyanConnode" or the "Company")
Result of 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 on 8 November 2023 (the "Launch
Announcement") , it has successfully completed a Placing of new
Ordinary Shares and Investor Warrants, by way of an accelerated
bookbuild, which is now closed, and a Subscription of new Ordinary
Shares and Investor Warrants by certain of the Company's Directors
and other investors. The Placing was oversubscribed. Capitalised
terms used but not defined in this announcement shall have the
meanings given to such terms in the Launch Announcement unless
indicated otherwise.
The Fundraising raised, in aggregate, GBP2.7 million (before
expenses), at an Issue Price of 10 pence per new Ordinary Share ,
reflecting a 1 per cent discount to the closing price on 7 November
2023, being the last business day prior to the announcement of the
Fundraising.
Pursuant to the First Admission, 600,300 First Placing Shares
and 2,000,000 EIS Subscription Shares will be issued. Pursuant to
the Second Admission, 18,588,200 Second Placing Shares and
6,000,000 Remaining Subscription Shares will be issued.
In addition, each subscriber in the Placing and the Subscription
will be issued one Investor Warrant for each new Ordinary Share
subscribed for by it in the Placing or the Subscription. 2,600,300
Investor Warrants will be issued pursuant to the First Placing and
24,588,200 Investor Warrants will be issued pursuant to the Second
Placing. If exercised in full, the Investor Warrants would result
in the issue of a total of 27,188,500 further new Ordinary
Shares.
Directors' Dealings and Related Party Transaction
Pursuant to the Fundraising and further to the Company's
announcement on 8 November 2023, John Cronin (via the Placing), and
Heather Peacock and David Johns-Powell (via the Subscription), each
being a Director of the Company, have participated for a total
amount of GBP100,000 as follows:
Director R ole Number of No. of Ordinary % of enlarged Number of
Ordinary Shares held share capital Investor
Shares subscribed post-Admission Warrants
for in the
Fundraising
Executive
John Cronin Chairman 300,000 6,518,848 2.18% 300,000
--------------- ------------------- ---------------- --------------- ---------
CFO and
Heather Company
Peacock Secretary 200,000 1,269,246 0.42% 200,000
--------------- ------------------- ---------------- --------------- ---------
Non-Executive
David Johns-Powell Director 500,000 17,121,561 5.72% 500,000
--------------- ------------------- ---------------- --------------- ---------
John Cronin, Heather Peacock and David Johns-Powell , as
Directors of the Company, are classified as related parties under
the AIM Rules for Companies and their participation in the
Fundraising 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 for the purpose of the related party transaction,
consider, having consulted with the Company's nominated adviser,
Strand Hanson, that the terms of the above-named Directors'
participation in the Fundraising are fair and reasonable insofar as
Shareholders are concerned.
Admission to trading on AIM
Application will be made to the London Stock Exchange for
admission of the Ordinary Shares to be issued pursuant to the
Placing and the Subscription to trading on AIM.
As detailed in Company's announcement on 8 November 2023, it is
expected that settlement for and admission of the total 2,600,300
First Placing Shares and EIS Subscription Shares to trading on AIM
is expected to take place on or before 8.00 a.m. on 14 November
2023 (or such later date as the Company, Zeus and Strand Hanson may
agree, but in any event not later than 8.00 a.m. on 11 December
2023).
Settlement for and admission of the total 27,188,500 Second
Placing Shares and Remaining Subscription Shares to trading on AIM
is expected to take place on or before 8.00 a.m. on 15 November
2023 (or such later date as the Company, Zeus and Strand Hanson may
agree, but in any event not later than 8.00 a.m. on 12 December
2023).
Total voting rights
Following Admission, the Company will have 299,075,864 Ordinary
Shares in issue. The Company holds no Ordinary Shares in Treasury.
This figure may be used by Shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
John Cronin, Executive Chairman, CyanConnode, commented:
"CyanConnode has won orders for a total of 5.3 million Omnimesh
modules to date, with a significant proportion (4 million units) of
this order book being won during the past 18 months and this has
resulted in a requirement for additional working capital. In
addition, the Company is currently participating in tenders for
more than 150 million units, certain of which are at an advanced
stage and, although there can be no certainty on quantum or timings
of receipt of orders or delivery thereof, the Company believes
awards for some of these tenders may be made in the near
future.
On behalf of the Board, I would like to thank all shareholders
who have participated in this fundraising for their continued
support."
Enquiries:
CyanConnode Holdings plc Tel: +44 (0) 1223
225 060
John Cronin, Executive Chairman www.cyanconnode.com
Strand Hanson Limited (Nominated and Tel: +44 (0) 20
Financial Adviser) 7409 3494
James Harris / Richard Johnson / David
Asquith
Zeus Capital Limited (Sole Bookrunner Tel:+44 (0)20 3829
and Broker) 5000
Simon Johnson / Louisa Waddell
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 Strand
Hanson ("Strand") or Zeus Capital Limited ("Zeus") or by any of
their respective 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 securities in
the Company or advise persons to do so in any jurisdiction, nor
shall it, or any part of it 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
securities referred to herein 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.
This Announcement is directed only at persons who are: (a) if in
a member state of the European Economic Area ("EEA"), qualified
investors (within the meaning of Article 2(e) of Regulation (EU) No
2017/1129 of the European Parliament and of the council of 14 June
2017 (the "EU Prospectus Regulation")) ("Qualified Investors"); and
(b) if in the United Kingdom, qualified investors (within the
meaning of article 2(e) of the UK version of the EU Prospectus
Regulation, which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended from time to time, (the "UK
Prospectus Regulation")) who are persons who (i) have professional
experience in matters relating to investments falling within the
definition of "investment professionals" in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order"); (ii) are persons falling within
Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc") of the Order; or (iii) are persons to whom
it may otherwise be lawfully communicated; (all such persons
together being referred to as "relevant persons"). This
Announcement must not be acted on or relied on by persons (i) in
the EEA who are not Qualified Investors; or (ii) in the United
Kingdom who are not relevant persons. Persons distributing this
announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this Announcement
herein relates is available only to (i) persons in the EEA who are
Qualified Investors and (ii) persons in the United Kingdom who are
relevant persons, and will be engaged in only with qualified
investors in the EEA and relevant persons in the United
Kingdom.
The distribution or transmission of this Announcement and the
offering of the securities referred to herein 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,
Strand or Zeus 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, Strand and Zeus 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.
Zeus, which is authorised and regulated by the FCA in the United
Kingdom, is acting as broker to the Company in connection with the
Placing. Zeus will not be responsible to any person other than the
Company for providing the protections afforded to clients of Zeus
or for providing advice to any other person in connection with the
Placing or any acquisition of securities in the Company. Zeus is
not making any representation or warranty, express or implied, as
to the contents of this Announcement. Zeus has not authorised the
contents of, or any part of, this Announcement, and no liability
whatsoever is accepted by Zeus for the accuracy of any information
or opinions contained in this Announcement or for the omission of
any material information.
Strand, which is authorised and regulated by the FCA in the
United Kingdom, is acting as Nominated Adviser to the Company in
connection with the Fundraising. Strand has not authorised the
contents of, or any part of, this Announcement, and no liability
whatsoever is accepted by Strand for the accuracy of any
information or opinions contained in this Announcement or for the
omission of any material information. The responsibilities of
Strand as the Company's Nominated Adviser under the AIM Rules for
Companies and the AIM Rules for Nominated Advisers are owed solely
to London Stock Exchange plc and are not owed to the Company or to
any director or shareholder of the Company or any other person, in
respect of its decision to acquire shares in the capital of the
Company in reliance on any part of this Announcement, or
otherwise.
The new Ordinary Shares issued in connection with the Placing
and the Subscription 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 persons discharging managerial responsibilities/person
closely associated
a) Names a) John Cronin
b) Heather Peacock
c) David Johns-Powell
------------------------------- ---------------------------------------------------------------
2 Reason for the notification
------------------------------------------------------------------------------------------------
a) Positions/status a) Executive Chairman
b) CFO 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 CyanConnode Holdings plc
------------------------------- ---------------------------------------------------------------
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 Ordinary shares of 2 pence each, and
the financial instrument, Investor Warrants for new Ordinary
type of instrument Shares
Identification Ordinary Shares - GB00BF93WP34
code
------------------------------- ---------------------------------------------------------------
b) Nature of the transaction Participation in fundraising
------------------------------- ---------------------------------------------------------------
c) Price(s) and volume(s) Price - 10 pence
Volumes:
a) 300,000 Ordinary Shares and 300,000 Investor Warrants
b) 200,000 Ordinary Shares and 200,000 Investor Warrants
c) 500,000 Ordinary Shares and 500,000 Investor Warrants
------------------------------- ---------------------------------------------------------------
d) Aggregated information See 4c) above
------------------------------- ---------------------------------------------------------------
e) Date of the transaction 9 November 2023
------------------------------- ---------------------------------------------------------------
f) Place of the transaction London Stock Exchange, AIM
------------------------------- ---------------------------------------------------------------
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END
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(END) Dow Jones Newswires
November 09, 2023 03:02 ET (08:02 GMT)
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