REG - Light Science Tech. - Result of Retail Offer

Light Science Technologies HoldingsAnnouncement

17/03/2026 07:00

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RNS Number : 8560W  Light Science Tech. Holdings PLC  17 March 2026

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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR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

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU NO. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

Light Science Technologies Holdings plc

("LSTH", "Light Science", the "Company" or the "Group")

 

Result of Retail Offer

and

Director/PDMR shareholding

 

Light Science Technologies Holdings plc (AIM: LST), the innovative technology
and manufacturing business providing real-world solutions targeting issues
including global food security and fire safety, is pleased to announce that,
the Retail Offer, as announced at 7.10 am on 11 March 2026 (the "Retail Launch
Announcement"), has now closed. The Retail Offer has conditionally raised in
aggregate £0.6 million (before expenses) through the issuance of 60,000,000
Retail Offer Shares at a price of 1 pence per Retail Offer Share (the "Issue
Price").

The Retail Offer was significantly oversubscribed and therefore allocations
were made to existing Shareholders, applying principles of soft pre-emption.
Given the significant demand, existing Shareholders received c.59.1 per cent.
of their soft pre-emptive allowance((1)), when their order matched or exceeded
their soft pre-emptive allowance.

 

Accordingly, conditional on the passing of the Resolutions at the General
Meeting, the Company has conditionally raised gross proceeds of £0.6 million
pursuant to the Retail Offer, resulting in total gross proceeds of £6.6
million being raised under the Fundraising.

 

The Retail Offer is not part of the Placing, the results of which was
announced by the Company at 9.58 am on 11 March 2026, however the Retail Offer
is conditional, inter alia, upon completion of such Placing. Furthermore, the
Company will require additional allotment and dis-application of pre-emption
rights authorities to allot and issue the Retail Offer Shares. Accordingly,
the Retail Offer is also conditional, inter alia, upon shareholders approving
the Resolutions at the General Meeting to be held on 9 April 2026, and the
Retail Offer Shares being admitted to trading on the AIM market operated by
the London Stock Exchange. Subject to the Resolutions being passed at the
General Meeting, Admission of the new Ordinary Shares pursuant to the Retail
Offer is expected to take place on or around 14 April 2026.

 

A separate announcement will be made following the General Meeting as to the
results of the General Meeting and the total voting rights following
Admission.

 

((1)       ) Soft Pre-emptive allowance calculation: Existing shares X
198.195% (Dilution from total new shares being issued) = Soft Pre-emptive
allowance allocation shares

 

Director and PDMR Participation in the Retail Offer

 

The following Directors and persons discharging managerial responsibilities
("PDMR") in the Company participated in the Retail Offer as set out below:

 

 Director         Position                    Amount    Number of Retail Offer Shares
 Andrew Hempsall  Chief Operating Officer     £25,000   2,500,000
 Daryl Hollands   Group Financial Controller  £2,000    200,000

 

 

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Company's announcement released at 7.00 am on 11 March
2026 in respect of the Fundraising unless the context provides otherwise.

 

For additional information please contact:

 

 Light Science Technologies Holdings plc           www.lightsciencetechnologiesholdings.com

                                                 (https://protect.checkpoint.com/v2/r02/___http:/www.lightsciencetechnologiesholdings.com___.YXAxZTpzaG9yZWNhcDpjOm86NjFkNDQ2ZGJkM2Y4MGQxOTJlOTNlMmQ2MDAyNmZiMTE6NzphMjJlOjQyNjVlZTE5YzU5MzIxMDNlNzE1OGUwYWEwZWVhMDg4NTZlNTViMGY3YTM2OGQ4MzMxZjU0ZjNlN2MyZjZmYzA6cDpGOk4)
 Simon Deacon, Chief Executive Officer

                                                 via Walbrook PR
 Jim Snooks, Chief Financial Officer

 Andrew Hempsall, Chief Operating Officer

 Shore Capital (Nominated Adviser and Broker)        +44 (0)20 7408 4050

 Stephane Auton / Tom Griffiths / George Payne

 Walbrook PR Ltd (Media & Investor Relations)      Tel: +44 (0)20 7933 8780 or lst@walbrookpr.com (mailto:lst@walbrookpr.com)

 Nick Rome / Marcus Ulker

 

 

The Company's LEI is 213800V9MWRRLVQ6EY56.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act). No public offering of the Retail Offer Shares is
being made in the United States. The Retail Offer Shares are being offered
and sold outside the United States in "offshore transactions", as defined
in, and in compliance with, Regulation S under the US Securities Act. In
addition, the Company has not been, and will not be, registered under the US
Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

Shore Capital is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Retail Offer and will
not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in connection
with the Retail Offer, Admission and the other arrangements referred to in
this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency movements. When you
sell your investment, you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. Each
of the Company and Shore Capital expressly disclaims any obligation or
undertaking to update or revise any forward-looking statements contained
herein to reflect actual results or any change in the assumptions, conditions
or circumstances on which any such statements are based unless required to do
so by the Financial Conduct Authority, the London Stock Exchange or applicable
law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Shore Capital or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Each of Shore Capital and its affiliates, accordingly disclaims all
and any liability whether arising in tort, contract or otherwise which it
might otherwise be found to have in respect of this announcement or its
contents or otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer Shares and determining appropriate distribution channels.

 

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.

 

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         1.    Andrew Hempsall

                                                                   2.    Daryl Hollands

 2    Reason for the notification
 a)   Position/status                                              1.    Chief Operating Officer

                                                                   2.    Group Financial Controller
 b)   Initial notification /Amendment                              Initial Notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Light Science Technology Holdings Plc
 b)   LEI                                                          213800V9MWRRLVQ6EY56
 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 penny each
      Identification code                                          GB00BNDQJN14
 b)   Nature of the transaction                                    Purchase of Ordinary Shares
 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     1.    1p          2,500,000
                                                                                     2.    1p          200,000

 d)   Aggregated information

      - Aggregated volume                                          As above

      - Aggregate Value

 e)   Date of the transaction                                      16 March 2026
 f)   Place of the transaction                                     AIM, London Stock Exchange

 

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