REG - Dialight PLC - Circ re. Related Party Transaction

DialightAnnouncement

04/10/2023 12:00

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RNS Number : 6963O  Dialight PLC  04 October 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
DIALIGHT PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF DIALIGHT
PLC.

4 October 2023

Dialight plc

("Dialight", the "Company", or the "Group")

Publication of Circular and Notice of General Meeting

Further to conditional offering of 6,635,257 new ordinary shares of 1.89 pence
each in the capital of the Company (the "New Ordinary Shares") to raise gross
proceeds of approximately £10.55 million (the "Fundraising"), announced on 27
September 2023, the Company announces that the circular referred to in that
announcement is being published today (the "Circular"). The Circular will be
available on the Company's website www.dialight.com.

As described in the announcement of 27 September 2023, the participation in
the Fundraising by Schroder Investment Management ("Schroder") constitutes a
related party transaction requiring shareholder approval in accordance with
Listing Rule 11.1.7R. Accordingly, settlement of the New Ordinary Shares and
Admission is conditional on approval by the Company's shareholders at a
general meeting.

The Circular contains further details of the proposed related party
transaction (within the meaning of Listing Rule 11.1.4R) and will be posted to
shareholders that have elected to receive hard copies of shareholder
documentation as soon as practicable. The Circular also contains a notice
convening a general meeting to be held at 9.30 a.m. on 27 October 2023 at the
offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square,
London, E1 6PW. Completion of the Fundraising will be conditional upon
receiving shareholder approval to the related party transaction proposal at
the General Meeting.

 

The expected timetable of principal events in relation to the General Meeting
is as follows:

 

Event
                    Expected time/date

 

Deadline for receipt of Form of Proxy and CREST voting
instructions                9.30 a.m. on 25 October 2023

 

Voting Record
Time
           6.30 p.m. on 25 October 2023

 

General
Meeting
                                    9.30
a.m. on 27 October 2023

 

Admission and Settlement
 
8.00 a.m. on 30 October 2023

 

A copy of the Circular has been submitted to the National Storage Mechanism
and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Capitalised terms used but not defined in this announcement have the same
meaning as set out in the announcement of the Results of Placing announcement
released by the Company on 27 September 2023.

 

Enquiries:

 Dialight plc                              +44 (0)203 058 3542
 Neil Johnson, Non-Executive Chairman

 Fariyal Khanbabi, Group Chief Executive
 Peel Hunt LLP                             +44 (0) 20 7418 8900
 Mike Bell / Ed Allsopp / Tom Graham

 

IMPORTANT NOTICES

 

This Announcement and the information contained in it is not for publication,
release, transmission distribution or forwarding, in whole or in part,
directly or indirectly, in or into any jurisdiction in which publication,
release or distribution would be unlawful. This Announcement is for
information purposes only and does not constitute an offer to sell or issue,
or the solicitation of an offer to buy, acquire or subscribe for shares in the
capital of the Company. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.

The New Ordinary Shares have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States, and may not be offered, sold, pledged, taken up, exercised,
resold or transferred or delivered, directly or indirectly, in or into the
United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States. Subject to limited exceptions, the New
Ordinary Shares are being offered and sold only outside of the United States
in "offshore transactions" within the meaning of, and in accordance with,
Regulation S under the Securities Act and otherwise in accordance with
applicable laws. No public offering of the New Ordinary Shares is being made
in the United States, United Kingdom or elsewhere.

This Announcement is being distributed and communicated to persons in the UK
only in circumstances to which section 21(1) of the Financial Services and
Markets Act 2000, as amended ("FSMA") does not apply.

No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the UK Prospectus Regulation) to be published.

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 Peel Hunt 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.

Peel Hunt is authorised and regulated in the United Kingdom by the FCA and is
acting solely for the Company and no one else in connection with the
Fundraising and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients nor for providing advice in
relation to the Fundraising and/or any other matter referred to in this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on Peel Hunt by FSMA or by the regulatory regime established
under it, neither Peel Hunt nor any of its affiliates accepts any
responsibility whatsoever for the contents of the information contained in
this Announcement or for any other statement made or purported to be made by
or on behalf of Peel Hunt or any of its affiliates in connection with the
Company, the New Ordinary Shares or the Fundraising. Peel Hunt and its
affiliates accordingly disclaim all and any responsibility and liability
whatsoever, whether arising in tort, contract or otherwise (save as referred
to above) in respect of any statements or other information contained in this
Announcement.

The distribution of this Announcement and/or the offering of the New Ordinary
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Company or Peel Hunt or any of their respective affiliates that
would, or which is intended to, permit an offering of the New Ordinary Shares
in any jurisdiction or result in the possession or distribution of this
Announcement or any other offering or publicity material relating to New
Ordinary Shares in any jurisdiction where action for that purpose is required.

Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation, nominees
and trustees) who have a contractual or other legal obligation to forward a
copy of this Announcement should seek appropriate advice before taking any
such action. Persons into whose possession this Announcement comes are
required by the Company and Peel Hunt to inform themselves about, and to
observe, such restrictions.

Each investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data described in
this Announcement and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a guide to
future performance.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

 

 

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