REG - CyanConnode Holdings - Result of Oversubscribed Placing and Subscription

Cyanconnode HoldingsAnnouncement

09/11/2023 08:15

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RNS Number : 9331S  CyanConnode Holdings PLC  09 November 2023

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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, £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

 Strand Hanson Limited (Nominated and Financial Adviser)   Tel: +44 (0) 20 7409 3494
 James Harris / Richard Johnson / David Asquith

 Zeus Capital Limited (Sole Bookrunner and Broker)        Tel:+44 (0)20 3829 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 the financial instrument, type of instrument  Ordinary shares of 2 pence each, and Investor Warrants for new Ordinary Shares

     Identification code
                                                                   Ordinary Shares - GB00BF93WP34
 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

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, and Investor Warrants for new Ordinary Shares

   Ordinary Shares - GB00BF93WP34

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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