REG - Dialight PLC - Result of Equity Issue

DialightAnnouncement

27/09/2023 07:00

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RNS Number : 7553N  Dialight PLC  27 September 2023

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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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF EU REGULATION 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

 

27 September 2023

Dialight plc

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

Results of Placing

Dialight (LSE: DIA.L) a global leader in sustainable LED lighting for
industrial applications, is pleased to announce the results of the placing and
retail offer announced by the Company yesterday (the "Placing Announcement").

A total of 6,635,257 new ordinary shares of 1.89 pence each in the capital of
the Company (the "New Ordinary Shares") have been allotted pursuant to the
Placing and the retail offer via the REX platform (the "REX Retail Offer") to
raise gross proceeds of approximately £10.55 million (the "Fundraising"),
conditional on the shareholder approval detailed below. The net proceeds from
the Fundraising will be used to support an ambitious transformation plan
designed to materially improve financial performance over the medium term.

All directors of the Company have participated in the Fundraising totalling,
in aggregate, £0.22 million.

The New Ordinary Shares being issued pursuant to the Fundraising represent
approximately 19.99 per cent. of the existing issued ordinary share capital of
the Company immediately prior to the Fundraising. The offer price of 159 pence
per New Ordinary Share (the "Offer Price") represents a discount of
approximately 9.4 per cent. to the mid-market closing share price of 175.5
pence on 26 September 2023.

Schroder Investment Management ("Schroder") is a substantial shareholder of
the Company and a related party of the Company for the purposes of the Listing
Rules and has agreed to subscribe for 2,075,472 Placing Shares in the Placing
at the Offer Price, representing an aggregate consideration of approximately
£3,300,000. The participation in the Placing by 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 Company will publish a circular and make a further
announcement in due course regarding the timing of such general meeting.

Peel Hunt LLP ("Peel Hunt") acted as Sole Bookrunner and Sponsor in connection
with the Placing. Peel Hunt is also the corporate broker to the Company (the
"Corporate Broker").

Capitalised terms used in this Announcement have the meanings given to them in
the Placing Announcement unless otherwise defined.

 

Enquiries:

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

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

 Sohail Akbar / Jock Maxwell Macdonald / Nick Wilks (Equity Syndicate)

 

 

Director participation

 

Certain directors of the Company have subscribed in the Placing, amounting to
proceeds of approximately £0.22 million in aggregate, as set out in the table
below.

 

 Name              Number of existing Ordinary Shares  Percentage of existing issued share capital  Number of New Ordinary Shares  Number of Ordinary Shares on Admission  Percentage of Enlarged Share Capital on Admission
 Neil Johnson      0                                   0.00%                                        62,893                         62,893                                  0.16%
 Fariyal Khanbabi  26,338                              0.08%                                        12,578                         38,916                                  0.10%
 Nigel Lingwood    5,000                               0.02%                                        6,289                          11,289                                  0.03%
 Steve Blair       0                                   0.00%                                        31,446                         31,446                                  0.08%
 Lynn Brubaker     0                                   0.00%                                        25,157                         25,157                                  0.06%

 

Related party transactions

Schroder is a substantial shareholder of the Company and a related party of
the Company for the purposes of the Listing Rules and has agreed to subscribe
for 2,075,472 Placing Shares in the Placing at the Offer Price, representing
an aggregate consideration of approximately £3,300,000. The participation in
the Placing by 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 Company will publish a
circular and make a further announcement in due course regarding the timing of
such general meeting. The Company can call a general meeting on 21 clear days'
notice.

Aberforth Partners LLP is a substantial shareholder of the Company and a
related party of the Company for the purposes of the Listing Rules and has
agreed to subscribe for 1,336,780 Placing Shares in the Placing at the Offer
Price, representing an aggregate consideration of approximately £2,125,480.
The participation in the Placing by Aberforth Partners LLP constitutes a
smaller related party transaction for the purpose of Listing Rule 11.1.10R,
and will not require shareholder approval.

Sterling Strategic Value Fund is a substantial shareholder of the Company and
a related party of the Company for the purposes of the Listing Rules and has
agreed to subscribe for 787,305 Placing Shares in the Placing at the Offer
Price, representing an aggregate consideration of approximately £1,251,814.
The participation in the Placing by Sterling Strategic Value Fund constitutes
a smaller related party transaction for the purpose of Listing Rule 11.1.10R,
and will not require shareholder approval.

Settlement and Total Voting Rights

 

Applications have been made to the Financial Conduct Authority ("FCA") for the
New Ordinary Shares to be admitted to trading on the Official List of the FCA
and to London Stock Exchange plc for the New Ordinary Shares to be admitted to
trading on the Main Market ("Admission").

As described above, settlement of the New Ordinary Shares and Admission is
conditional on approval by the Company's shareholders in accordance with
Listing Rule 11.1.7R. Accordingly, settlement of the New Ordinary Shares and
Admission will only take place following shareholder approval being obtained
at the relevant general meeting. As set out in the Placing Announcement,
pursuant to the terms of the Placing Agreement, all conditions to the Placing
Agreement, including the latest date for Admission, must be satisfied by not
later than the earlier of (i) the fifth dealing day after the date of the
relevant general meeting; and (ii) 10 November 2023. The Company will make a
further announcement in due course regarding the timing of the general meeting
and expected timetable of principal events.

The Placing and the REX Retail Offer are each conditional upon, inter alia,
Admission becoming effective and upon the placing agreement entered into by
the Company and Peel Hunt (the "Placing Agreement") not being terminated in
accordance with its terms prior to Admission.

The New Ordinary Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with each other and with the existing ordinary
shares in the capital of Company, including, without limitation, the right to
receive all dividends and other distributions declared, made or paid after the
date of issue.

Following the Placing, the Company shall be subject to a lock-up for a period
of 120 days following the date of Admission, subject to waiver by Peel Hunt
LLP and certain customary carve-outs agreed between Peel Hunt and the Company.

Following Admission, the total number of ordinary shares in issue in Dialight
will be 39,828,141. The Company holds no shares in treasury, therefore,
following Admission, the total number of voting shares will be 39,828,141.
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.

 

 

 

 

The below notification made in accordance with the requirements of the EU
Market Abuse Regulation, provides further detail:

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         1.   Neil Johnson

                                                                  2.   Fariyal Khanbabi

                                                                  3.   Nigel Lingwood

                                                                  4.   Steve Blair

                                                                  5.   Lynn Brubaker
 2.  Reason for the Notification
 a)  Position/status                                              1.   Non-Executive Chairman

                                                                  2.   Group Chief Executive

                                                                  3.   Non-Executive Director

                                                                  4.   Non-Executive Director

                                                                  5.   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                                                         Dialight plc
 b)  LEI                                                          GB0033057794
 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 1.89 pence each
     Identification code                                          GB0033057794
 b)  Nature of the Transaction                                    Purchase of shares
 c)  Price(s) and volume(s)                                       Price(s)      Volume(s)
                                                                  1.   159p     1.   62,893

                                                                  2.   159p     2.   12,578

                                                                  3.   159p     3.   6,289

                                                                  4.   159p     4.   31,446

                                                                  5.   159p     5.   25,157

 

 d)  Aggregated information                                       Aggregate volume: 138,363

     Aggregated volume /price                                     Aggregate price: £219,997
 e)  Date of the transaction                                      27 September 2023
 f)  Place of the transaction                                     London Stock Exchange (XLON)

 

 

d)

Aggregated information

Aggregated volume /price

Aggregate volume: 138,363

Aggregate price: £219,997

e)

Date of the transaction

27 September 2023

f)

Place of the transaction

London Stock Exchange (XLON)

 

 

 Name of issuer       Dialight plc

 Transaction details  In aggregate, the Fundraising of 6,635,257 New Ordinary Shares represents
                      approximately 19.99 per cent. of the Company's issued ordinary share capital.

                      Schroder is a substantial shareholder of the Company and a related party of
                      the Company for the purposes of the Listing Rules and has agreed to subscribe
                      for 2,075,472 Placing Shares in the Placing at the Offer Price. The
                      participation in the Placing by Schroder constitutes a related party
                      transaction requiring shareholder approval in accordance with Listing Rule
                      11.1.7R.

                      Settlement for the New Ordinary Shares and Admission will therefore take place
                      after the relevant general meeting. The latest date for all conditions under
                      the Placing Agreement, including Admission, to be satisfied will be not later
                      than the earlier of (i) the fifth dealing day after the date of the relevant
                      general meeting; and (ii) 10 November 2023.

 Use of proceeds      The net proceeds of the Fundraising will be used to reduce the Company's net
                      indebtedness and fund the transformation plan investment expected to be made
                      before the end of 2024. The balance of the net proceeds of the Fundraising is
                      expected to be used to fund working capital and for general corporate
                      purposes.

 Quantum of proceeds  The Fundraising raised gross proceeds of approximately £10.55 million and net
                      proceeds of approximately £10 million.

 Discount             The Offer Price of 159 pence represents a discount of 9.4 per cent. to the
                      closing mid-market share price on 26 September 2023.

 Allocations          Soft pre-emption has been adhered to in the allocations process. Management
                      were involved in the allocations process, which has been carried out in
                      compliance with the MIFID II Allocation requirements. Allocations made outside
                      of soft pre-emption were preferentially directed towards existing shareholders
                      in excess of their pro rata, and wall-crossed accounts.

 Consultation         Peel Hunt LLP undertook a pre-launch wall-crossing process, including
                      consultation with the Company's major shareholders, to the extent reasonably
                      practicable and permitted by law.

 Retail investors     The Fundraising included a retail offer of up to £1 million, via the REX
                      platform.

                      Retail investors who participated in the REX Retail Offer were able to do so
                      on the same terms as all investors in the Placing.

                      The REX Retail Offer was made available to existing shareholders in the UK.
                      Investors had the ability to participate in the REX Retail Offer through ISAs
                      and SIPPs, as well as General Investment Accounts (GIAs). This combination of
                      participation routes meant that, to the extent practicable on the transaction
                      timetable, eligible UK retail investors had the opportunity to participate in
                      the Fundraising alongside institutional investors.

 

 

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 the United States, Australia, Canada,
Japan, New Zealand or the Republic of South Africa or any other 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 in the United States, Australia,
Canada, Japan, New Zealand or the Republic of South Africa or any other state
or jurisdiction. 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.

This Announcement is for information purposes only and is directed only at:
(a) in Member States of the European Economic Area, persons who are "qualified
investors" (within the meaning of article 2(e) of the Prospectus Regulation
(EU) 2017/1129, as amended (the "EU Prospectus Regulation"); (b) in the United
Kingdom, persons who are "qualified investors" within the meaning of article
2(e) of the UK version of the Regulation (EU) 2017/1129 as it forms part of UK
law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK
Prospectus Regulation") who are (i) "investment professionals" within the
meaning of article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 as amended (the "Order"); or (ii) persons
falling within article 49(2)(a) to (d) of the Order; or (c) other persons to
whom it may otherwise be lawfully communicated (all such persons in (a), (b)
and (c), together being referred to as "Relevant Persons"). This Announcement
must not be acted on or relied on by persons 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 and the terms and conditions set out herein relates is available
only to Relevant Persons and will be engaged in only with Relevant Persons.

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 Placing
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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