FireAngel SafetyTech - Result of Open Offer, Placing and Subscription

Fireangel Safety Technology

23/06/2023 07:00

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RNS Number : 6617D  FireAngel Safety Technology Group  23 June 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE SHARES IN FIREANGEL SAFETY TECHNOLOGY GROUP PLC IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES.
THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN
EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF
THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

23 June 2023

 

 

FireAngel Safety Technology Group plc

('FireAngel', the 'Company' or the 'Group')

 

Result of Open Offer, Placing and Subscription

Directors' Dealings

Exercise of Options

and

Total Voting Rights

 

Result of Open Offer, Conditional Placing and Subscription

Further to its announcement of 6 June 2023 (the 'Announcement'), FireAngel
(AIM: FA.), a leading developer and supplier of home safety products,
announces the result of the Open Offer to Qualifying Shareholders.

Valid acceptances have been received from Qualifying Shareholders in respect
of 5,553,454 Open Offer Shares and 2,776,714 Warrants, further details of
which are set out below. This represents approximately 4.6 per cent. of the
Open Offer Shares and Warrants available under the Open Offer which, at the
Issue Price, has raised approximately £0.3 million (before expenses) for the
Company.

In accordance with the terms of the Placing Agreement and the Subscription
Letter, the number of Placing Shares and Warrants to be issued pursuant to the
Placing will be scaled back to 62,380,380 Placing Shares and 31,190,187
Warrants and the number of Subscription Shares and Warrants to be issued
pursuant to the Subscription will be scaled back to 52,777,257 Subscription
Shares and 26,388,628 Warrants. As a consequence, the issue of the Placing
Shares and the Subscription Shares will, at the Issue Price, have raised, in
aggregate, approximately £5.8 million (before expenses) for the Company.

Subject to admission to trading on AIM of, in aggregate, 120,711,091 New
Ordinary Shares becoming effective ('Admission'), the Company will have raised
a total of approximately £6.1 million (before expenses) as a result of the
Fundraising.

As detailed in the Announcement, a resolution to grant the Directors the
authority to allot the Warrants will be sought at the 2023 AGM to be held on
30 June 2023 and, as a consequence, there can be no guarantee that the
Warrants and/or the Ordinary Shares which may be issued upon the exercise of
the Warrants will be issued. A further announcement regarding the Warrant
Resolution will be made following the conclusion of the 2023 AGM.

Directors' Dealings

Further to the Announcement, following clawback under the Open Offer, each of
Andrew Blazye (Non-Executive Chair), Neil Radley (Chief Executive Officer),
Zoe Fox (Chief Finance Officer), Simon Herrick (Non-Executive Director) and
Jon Kempster (Non-Executive Director) will be issued with 7,556,375,
1,889,080, 188,910, 188,910 and 188,910 Placing Shares and 3,778,187, 944,540,
94,455, 94,455 and 94,455 Warrants respectively pursuant to the Placing. In
addition, Graham Whitworth (Non-Executive Director) and his wife validly
subscribed for, in aggregate, 202,307 Open Offer Shares and 101,153 Warrants
under the Open Offer.

 

As a result, the Directors' resulting shareholdings immediately following
Admission and the exercise of options, as detailed below, is as follows:

 

 Director             Current shareholding  % of Existing Ordinary Shares held  Number of Placing or Open Offer Shares to be issued  Resulting Shareholding immediately following Admission  % of Enlarged Share Capital (including exercise of options)  Number of Warrants to be issued(2)

 Andrew Blazye        -                     -                                   7,556,375                                            7,556,375                                               2.50                                                         3,778,187
 Neil Radley          -                     -                                   1,889,080                                            1,889,080                                               0.62                                                         944,540
 Zoe Fox              88,828                0.05                                188,910                                              277,738                                                 0.09                                                         94,455
 Jon Kempster         99,167                0.05                                188,910                                              288,077                                                 0.10                                                         94,455
 Graham Whitworth(1)  3,829,111             2.11                                202,307                                              4,031,418                                               1.33                                                         101,153
 Simon Herrick        -                     -                                   188,910                                              188,910                                                 0.06                                                         94,455

 

(1) and his wife

(2) subject to passing of the Warrant Resolution at the 2023 AGM

 

Exercise of options

The Company further announces as part of the Company's Share Matching Scheme,
it has issued and allotted, subject to admission to trading on AIM ("Admission
of Matching Shares"), 544,094 new ordinary shares of 2 pence each. In line
with the rules of the Share Option Schemes the new ordinary shares were issued
at 2 pence each.

 

Admission, Admission of Matching Shares and Total Voting Rights

It is expected that Admission and the Admission of Matching Shares will become
effective and that dealings in the New Ordinary Shares will commence at 8.00
a.m. on 28 June 2023.  The New Ordinary Shares will rank pari passu with the
Existing Ordinary Shares.  Immediately following Admission and the Admission
of Matching Shares, the Company's issued share capital will comprise
302,321,822 Ordinary Shares carrying voting rights. In addition, subject to
the passing of the Warrant Resolution at the 2023 AGM, the Company will have
in issue 60,355,529 Warrants to subscribe for Ordinary Shares. The figure of
302,321,822 Ordinary Shares 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 in their interests in, the Company under the
FCA's Disclosure Guidance and Transparency Rules.

The Warrants which will not be listed or admitted to trading on any stock
exchange are not transferable and will be issued in certificated form only.

Capitalised terms in this announcement have the same meaning as given in the
Announcement.

The person responsible for arranging the release of this announcement on
behalf of the Company is Zoe Fox, Chief Finance Officer.

For further information, please contact:

 FireAngel Safety Technology Group plc         024 7771 7700
 Neil Radley, Chief Executive Officer
 Zoe Fox, Chief Finance Officer

 Shore Capital (Nominated adviser and broker)  020 7408 4050
 Tom Griffiths/David Coaten/Tom Knibbs

 Houston (Financial PR)                        0204 529 0549
 Kate Hoare/Ben Robinson/Kelsey Traynor

 

Notes to Editors

About FireAngel Safety Technology Group plc

FireAngel's mission is to protect and save lives by making innovative home
safety products which are simple and accessible. FireAngel is one of the
market leaders in the European home safety products market.

 

FireAngel's principal products are connected smoke alarms, CO alarms, heat
alarms and accessories. The Company has an extensive portfolio of patented
intellectual property in Europe, the US and other selected territories.
Products are sold under FireAngel's leading brands of FireAngel, FireAngel
Pro, FireAngel Specification and AngelEye.

 

For further product information, please visit: www.FireAngeltech.com
(https://url.avanan.click/v2/___http:/www.FireAngeltech.com___.YXAxZTpzaG9yZWNhcDphOm86MjEyNDFmYzEyOTEzYTlhNDA0MWViMDcwY2Q3Njc1YzU6Njo4OTkwOjdkZTYxNjdjMzI5MThkNzY5ZTQwMDdhNzhlZDM5YTVhNTRjZDUwYzM1NzFhZDQ4NGEyOGQyNzVjYzE4YWVjNjM6cDpU)

 

IMPORTANT INFORMATION

 

Shore Capital is authorised and regulated in the United Kingdom by the
Financial Conduct Authority ("FCA") and is acting exclusively as Nominated
Adviser and Broker and for no one else in connection with the subject matter
of this announcement 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 subject matter of this announcement.

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.

 

This announcement (including any information incorporated by reference in this
announcement), oral statements made regarding the contents of this
announcement, and other information published by the Group contain statements
about the Group that are or may be deemed to be forward looking statements.
Without limitation, any statements preceded or followed by or that include the
words "targets", "plans", "believes", "expects", "aims", "intends", "will",
"may", "anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, may be forward looking statements.

 

These forward-looking statements are not guarantees of future performance.
Such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results to differ
materially from those projected or implied in any forward-looking statements.
Due to such uncertainties and risks, readers should not rely on such
forward-looking statements, which speak only as of the date of this
announcement. The Group disclaims any obligation or responsibility to update
publicly or review any forward-looking or other statements contained in this
announcement, except as required by applicable law.

 

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

Publication on website

 

A copy of this announcement will be made available, subject to certain
restrictions relating to persons resident in restricted jurisdictions, on the
Group's website at www.fireangeltech.com
(https://url.avanan.click/v2/___http:/www.fireangeltech.com___.YXAxZTpzaG9yZWNhcDphOm86MjEyNDFmYzEyOTEzYTlhNDA0MWViMDcwY2Q3Njc1YzU6NjpkZGQ1OjRlODgxODhhNDQ5NjQ4M2ZkMTkwMWE1NWNmZmVkOTRmMTg2NDUyZDRlMWY2ZDMxODdhYTY2MjNmNDI5MjM3NDU6cDpU)
 by no later than 12 noon (London time) on the business day following the
date of this announcement. Neither the content of any website referred to in
this announcement nor the content of any website accessible from hyperlinks is
incorporated into, or forms part of, this announcement.

 

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