THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, 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.
10 September 2024
CyanConnode Holdings plc
("CyanConnode" or the "Company" and together with its subsidiaries, the "Group")
Result of oversubscribed Placing and Subscription
CyanConnode (AIM:CYAN.L), a world leader in narrowband radio frequency ("RF") mesh networks, is pleased to announce that, further to its announcement on 9 September 2024 (the "Launch Announcement"), it has successfully completed a Placing of 20,204,063 new Ordinary Shares ("New Ordinary Shares") by way of an accelerated bookbuild, which is now closed, and a Subscription of 39,611,109 New Ordinary Shares. Certain of the Company's Directors (as detailed below) participated in the Fundraising. 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, which was oversubscribed, raised, in aggregate, approximately £5.4 million (before expenses), at an Issue Price of 9 pence per new Ordinary Share, reflecting a 17.6 per cent premium to the closing price on 6 September 2024, being the last business day prior to the Launch Announcement.
Related Party Transactions and Directors' Dealings
Pursuant to the Fundraising and further to the Launch Announcement, John Cronin and David Johns-Powell (via the Subscription) and Heather Peacock (via the Placing), each being a Director of the Company, have subscribed for New Ordinary Shares for a total amount of £295,000 as follows:
| Director | Role | Number of new Ordinary Shares subscribed for in the Fundraising | No. of Ordinary Shares held post-Admission | % of enlarged share capital |
| John Cronin | Executive Chairman | 555,555 | 7,074,403 | 1.97% |
| Heather Peacock | CFO and Company Secretary | 222,222 | 1,491,468 | 0.42% |
| David Johns-Powell | Non-Executive Director | 2,500,000 | 19,621,561 | 5.47% |
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.
Premier Miton Group plc ("Premier Miton") has participated for 5,555,555 New Ordinary Shares (via the Placing). Premier Miton, by virtue of it holding more than 10 per cent. of the existing issued share capital of the Company, is classified as a related party under the AIM Rules for Companies and its participation in the Fundraising constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.
Accordingly, Peter Tyler and Björn Lindblom, being the independent Directors for the purpose of the above related party transaction, consider, having consulted with the Company's nominated adviser, Strand Hanson, that the terms of the above-named Directors' and Premier Miton's participations in the Fundraising are fair and reasonable insofar as the Company's shareholders are concerned.
Admission to trading on AIM
Application will be made to the London Stock Exchange for admission of the New Ordinary Shares to be issued pursuant to the Placing and the Subscription to trading on AIM.
As detailed in the Launch Announcement, it is expected that settlement for and admission of the New Ordinary Shares to trading on AIM is expected to take place on or before 8.00 a.m. on 12 September 2024 (or such later date as the Company, Panmure Liberum, Zeus and Strand Hanson may agree, but in any event not later than 8.00 a.m. on 18 October 2024).
Total voting rights
Following Admission, the Company will have 358,891,036 Ordinary Shares in issue. The Company holds no Ordinary Shares in treasury. This figure may be used by the Company's 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 recently secured a substantial new order for 6.5 million Omnimesh modules, bringing its total cumulative order book to 13.1 million modules. Additionally, the Company is engaged in several R&D projects aimed at enhancing its product suite to strengthen its competitive edge.
I am pleased to have successfully completed this oversubscribed fundraising at a premium to the closing market price on the last business day before the launch announcement. On behalf of the Board, I would like to extend a warm welcome to our new investors and express our appreciation to existing shareholders for their continued support in this fundraising."
Enquiries:
| CyanConnode Holdings plc | Tel: +44 (0) 1223 225 060 |
| John Cronin, Executive Chairman | |
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| Strand Hanson Limited (Nominated Adviser) | Tel: +44 (0) 20 7409 3494 |
| James Harris / Richard Johnson / David Asquith |
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| Zeus Capital Limited (Joint Broker) | Tel: +44 (0)20 3829 5000 |
| Simon Johnson / Louisa Waddell |
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| Panmure Liberum (Joint Broker) Rupert Dearden / James Sinclair-Ford / John More / Rauf Munir / Freddie Wooding
| Tel: +44 (0) 20 7886 2500 |
Additional information
About CyanConnode
CyanConnode (AIM:CYAN.L), is a world leader in Narrowband Radio Frequency (RF) Smart Mesh Networks, which are used for machine to machine (M2M) communication. As well as being self-forming and self-healing, CyanConnode's RF Smart Mesh Networks are designed for rapid deployment, whilst giving exceptional performance and competitive total cost of ownership.
CyanConnode's award-winning Omnimesh Advanced Metering Infrastructure (AMI) platform has gained considerable commercial traction, especially in India which is a key market for the Company.
Through a Global partner eco-system, which is vendor agnostic, CyanConnode has several routes to market, therefore it is well positioned to capitalise upon increasing Global demand for smart metering solutions.
For more information, please visit www.CyanConnode.com
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 or the Joint Bookrunners 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.
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 Hanson or the Joint Bookrunners 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 Hanson and the Joint Bookrunners 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.
Panmure Liberum, which is authorised and regulated by the FCA in the United Kingdom, is acting as joint bookrunner to the Company in connection with the Placing. Zeus, which is authorised and regulated by the FCA in the United Kingdom, is also acting as joint bookrunner to the Company in connection with the Placing. The Joint Bookrunners will not be responsible to any person other than the Company for providing the protections afforded to clients of the Joint Bookrunners or for providing advice to any other person in connection with the Placing or any acquisition of securities in the Company. The Joint Bookrunners are not making any representation or warranty, express or implied, as to the contents of this Announcement. The Joint Bookrunners have not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by the Joint Bookrunners for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.
Strand Hanson, 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 Hanson has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Strand Hanson for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information. The responsibilities of Strand Hanson as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange 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 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 |
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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 - 9 pence Volumes: a) 555,555 Ordinary Shares b) 222,222 Ordinary Shares c) 2,500,000 Ordinary Shares | ||
| d) | Aggregated information | 3,277,777 new Ordinary Shares | ||
| e) | Date of the transaction | 9 September 2024 | ||
| f) | Place of the transaction | London Stock Exchange, AIM | ||
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