REG - CyanConnode Holdings - Result of Oversubscribed Placing and Subscription

Cyanconnode HoldingsAnnouncement

24/01/2023 08:00

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RNS Number : 6670N  CyanConnode Holdings PLC  24 January 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 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.

24 January 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
at 5.11 p.m. on 23 January 2023, it has successfully completed a placing of
new Ordinary Shares, by way of an accelerated bookbuild, which is now closed
(the "Placing"), and a subscription (the "Subscription") of new Ordinary
Shares (the Placing and the Subscription together being the "Fundraising").
The Placing was oversubscribed.

The Fundraising raised, in aggregate, £5.25 million (before expenses) through
the placing of 30,882,352 new Ordinary Shares at an Issue Price of 17 pence
per new Ordinary Share. The Issue Price is equal to the closing market price
of 17 pence per existing Ordinary Share on 20 January 2023, being the last
business day prior to the announcement of the Fundraising.

Directors' Dealings

Pursuant to the Fundraising and further to the Company's announcement on 23
January 2023, John Cronin, Heather Peacock, David Johns-Powell and Peter
Tyler, each being a Director of the Company, have now participated a total of
£115,000 in the Fundraising as follows:

 

 

 Director            Role                       Manner of participation  No. of existing Shares  % of existing Share Capital  Number of Shares subscribed for in Fundraise  No. of Shares held post-admission  % of enlarged Share Capital
 John Cronin         Executive Chairman         Subscription             5,924,731               2.46%                        294,117                                       6,218,848                          2.29%
 Heather Peacock     CFO and Company Secretary  Subscription             951,599                 0.40%                        117,647                                       1,069,246                          0.39%
 David Johns-Powell  Non-Executive Director     Subscription             16,474,503              6.85%                        147,058                                       16,621,561                         6.12%
 Peter Tyler         Non-Executive Director     Subscription             2,489,004               1.03%                        117,647                                       2,606,651                          0.96%

 

John Cronin, Heather Peacock, David Johns-Powell and Peter Tyler as Directors
of the Company, are accordingly classified as related parties under the AIM
Rules for Companies and their participation in the Fundraising therefore
constitutes a related party transaction pursuant to Rule 13 of the AIM Rules
for Companies.

Accordingly, Chris Jones, being the independent director, considers, having
consulted with Cenkos Securities Plc, the Company's Nominated Adviser, that
the terms of the Directors' participation in the Fundraising is 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
new Ordinary Shares to trading on AIM ("Admission"). Further to the Company's
announcement on 23 January 2023, it is now expected that Admission will become
effective and dealings in the new Ordinary Shares will commence at 8.00 a.m.
on or around 30 January 2023.

Total voting rights

Following the Admission, the Company will have 271,534,423 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.

Capitalised terms used but not otherwise defined in this announcement shall
have the same meanings ascribed to such terms in the Company's announcement at
5.11 p.m. on 23 January 2023 unless otherwise specified.

John Cronin, Executive Chairman, CyanConnode, commented:

"We recently announced an order for c. 1 million units, taking orders won this
financial year to 2.3 million units. This shows significant growth compared to
the previous year where we had won orders for a total of 1.3 million units in
all years prior to 31 March 2022. There are currently tenders out in India for
more than 100 million units. The funds raised by this placing will allow us to
maintain momentum and win some of the large opportunities being presented to
us at this time. 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                                      +44 (0) 1223 225 060
 John Cronin, Executive Chairman                              www.cyanconnode.com

 Cenkos Securities plc (Nomad and Joint Broker)                +44 (0) 20 7397 8900
 Stephen Keys / Charlie Combe (Corporate Finance)

 Zeus Capital Limited (Sole Bookrunner and Joint Broker)      +44 (0)20 3829 5000
 Nick Cowles / Alexandra Campbell-Harris (Corporate Finance)
 Simon Johnson (Corporate Broking)

 Longspur Capital Limited (Placing Agent)                     +44 (0)203 940 6601

 Nick Stamp / Akhil Shah (Corporate Finance)

 Adam Robertson (Head of Distribution)

 

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 Zeus Capital Limited 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.

Zeus Capital Limited ("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
shares 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.

Cenkos Securities Plc ("Cenkos"), 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. Cenkos has not authorised the contents of, or
any part of, this Announcement, and no liability whatsoever is accepted by
Cenkos for the accuracy of any information or opinions contained in this
Announcement or for the omission of any material information. The
responsibilities of Cenkos 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 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) John Cronin

                                                                  b) Heather Peacock

                                                                  c) David Johns-Powell

                                                                  d) Peter Tyler

 2   Reason for the notification
 a)  Position/status                                              a) Executive Chairman

                                                                  b) CFO and Company Secretary

                                                                  c) Non-Executive Director

                                                                  d) 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 the financial instrument, type of instrument  Ordinary shares of 2 pence each

     Identification code

                                                                   GB00BF93WP34
 b)  Nature of the transaction                                    Participation in fundraising
 c)  Price(s) and volume(s)                                       Price - 17 pence

                                                                  Volumes:

                                                                  a) 294,117

                                                                  b) 117,647

                                                                  c) 147,058

                                                                  d) 117,647

 d)  Aggregated information                                       See 4c) above
 e)  Date of the transaction                                      30 January 2023
 f)  Place of the transaction                                     London Stock Exchange, AIM

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

   Ordinary shares of 2 pence each

   GB00BF93WP34

b)

Nature of the transaction

Participation in fundraising

c)

Price(s) and volume(s)

Price - 17 pence

Volumes:

a) 294,117

b) 117,647

c) 147,058

d) 117,647

 

d)

Aggregated information

See 4c) above

e)

Date of the transaction

30 January 2023

f)

Place of the transaction

London Stock Exchange, AIM

 

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