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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, £2.7 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 £100,000 as follows:
| Director | Role | Number of Ordinary Shares subscribed for in the Fundraising | No. of Ordinary Shares held post-Admission | % of enlarged share capital | Number of Investor Warrants |
| John Cronin | Executive Chairman | 300,000 | 6,518,848 | 2.18% | 300,000 |
| Heather Peacock | CFO and Company Secretary | 200,000 | 1,269,246 | 0.42% | 200,000 |
| David Johns-Powell | Non-Executive 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 |
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| Strand Hanson Limited (Nominated and Financial Adviser) | Tel: +44 (0) 20 7409 3494 |
| James Harris / Richard Johnson / David Asquith |
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| Zeus Capital Limited (Sole Bookrunner and Broker) | Tel:+44 (0)20 3829 5000 |
| Simon Johnson / Louisa Waddell |
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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
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| 2 | Reason for the notification | |||
| a) | Positions/status | a) Executive Chairman b) CFO and Company Secretary c) Non-Executive Director
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| b) | Initial notification/Amendment | Initial notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a) | Name |
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| 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 |
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| 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
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| 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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