REG - CyanConnode Holdings - Result of oversubscribed Placing and Subscription

Cyanconnode HoldingsAnnouncement

10/09/2024 08:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240910:nRSJ5493Da&default-theme=true

RNS Number : 5493D  CyanConnode Holdings PLC  10 September 2024

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                                                                     www.cyanconnode.com (http://www.cyanconnode.com/)

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

 Zeus Capital Limited (Joint Broker)                                                                 Tel: +44 (0)20 3829 5000
 Simon Johnson / Louisa Waddell

 Panmure Liberum (Joint                                                                              Tel: +44 (0) 20 7886 2500
 Broker)

 Rupert Dearden / James Sinclair-Ford / John More / Rauf Munir / Freddie
 Wooding

 

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
(http://www.magenta.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                                                         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 - 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

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 - 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

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROIEAKNEFLDLEEA