TIDMCYAN
RNS Number : 3697U
Cyan Holdings Plc
02 December 2013
Cyan Holdings plc
("Cyan" or "the Company")
Proposed Placing, Directors' Dealings &
Notice of General Meeting
Cyan Holdings plc (AIM:CYAN.L), the integrated system and
software design company delivering mesh based flexible wireless
solutions for utility metering and lighting control, announces
raising, subject to certain conditions, approximately GBP1.1
million before expenses, by way of a share placing ("Placing")
pursuant to which 733,333,333 Ordinary Shares (the "Placing
Shares") will be issued at 0.15 pence each (the "Placing Price").
The Placing was managed by XCAP Securities plc ("XCAP") as joint
broker to the Company. It is intended that the net proceeds from
the Placing will be used for general working capital requirements,
business development and other product development work as set out
below.
The Placing is conditional, inter alia, on the passing of
resolutions at a General Meeting ("GM") to be held at 1.00 p.m. on
19 December 2013. A circular containing the notice of the GM (the
"Circular") will be posted to all shareholders in the Company today
and will be available to view on the Company's website at:
www.cyantechnology.com.
Assuming Shareholders approve the necessary resolutions at the
GM it is anticipated that the Placing Shares will be admitted to
trading on AIM and that dealings will commence at 8.00 a.m. on 20
December, 2013 ("Admission"). Following Admission, the Company will
have 3,402,700,256 Ordinary Shares in issue, assuming all of the
Placing Shares are subscribed for by the Placees.
Commenting on the Placing, John Cronin, Executive Chairman said
"We are pleased to be able to continue to attract interest in the
Company and its prospects. The net proceeds from the Placing will
provide the Company with additional stability and cash resources to
allow us to pursue our activities in India, Brazil and China as we
look to take advantage of the pipeline of opportunities in these
emerging markets. To demonstrate the board's confidence in these
opportunities and our commitment to the Company the directors of
Cyan have agreed to subscribe in the Placing for an aggregate
amount of GBP100,000."
Enquiries:
Cyan Holdings plc Tel: +44 (0) 1954 234 400
John Cronin, Chairman
www.cyantechnology.com
Allenby Capital Limited Tel: +44 (0)20 3328 5656
NOMAD and Joint Broker
Jeremy Porter / Mark Connelly
XCAP Securities plc Tel: +44 (0)20 7101 7070
Joint Broker
Jon Belliss / Adrian Kirk
Walbrook PR Tel: +44 (0)20 7933 8780
Financial PR
Paul Cornelius
Background to and reasons for the Placing
We realise that Shareholders will be disappointed that Cyan is
seeking to raise additional funding at a proposed price which is
significantly less than the previous funding rounds. Whilst the
Company still has sufficient funds to trade into 2014, the timing
of material orders from Cyan's prospective customers in India,
Brazil and China remains uncertain. The Board of Cyan has decided
that it is in the best interests of Shareholders to raise a limited
amount of cash as quickly and as inexpensively as possible to
provide further funding for the continued development of the
Company's activities in India, Brazil and China.
Over the previous six months, and following the lodging of the
Tamil Nadu Electricity Board ("TNEB") tender, Cyan has
significantly broadened its pipeline of opportunities and is now
well positioned in the three key emerging markets of India, Brazil
and China.
The Placing Shares will be issued at a price of 0.15 pence per
Ordinary Share. The Directors believe that this price represents
the best price achievable to raise additional working capital and
development funding. Without the proceeds of the Placing, the
Directors believe that the Company would not have sufficient funds
to take advantage of these opportunities as an independent
company.
The Cyan management team and Board of Directors remain highly
motivated and confident that the opportunities in the pipeline will
be converted into revenues in 2014. This confidence is reflected in
the significant participation in the Placing by the whole Board of
Cyan who, in aggregate, are subscribing for GBP100,000 of Placing
Shares in the Placing.
Therefore, Shareholders are requested to vote in favour of the
Resolutions in order to safeguard their investment and to allow the
Company to demonstrate a suitable level of financial strength to
its partners. The Directors believe that Cyan remains in a strong
position to secure substantial revenues from a very large
market.
We would like to take this opportunity to welcome the new
Shareholders and thank our existing Shareholders for their
continued support.
A presentation will be made to Shareholders at the General
Meeting, and this information will be published simultaneously on
the Company's website, where there will be an opportunity to ask
questions as well as interact with the management and Board.
Details of the Placing
The Company intends to raise approximately GBP1.1 million,
before expenses, through the issue of 733,333,333 Placing Shares at
the Placing Price pursuant to the Placing.
The Placing Price represents a discount of approximately 28.6
per cent. to the closing mid-market price of 0.21 pence per
Ordinary Share as at 29 November 2013, the latest practicable date
prior to the announcement of the Placing. The Placing Shares will,
when issued, rank pari passu in all respects with the Ordinary
Shares, including the right to receive dividends and other
distributions declared following Admission.
The Placing Shares will represent approximately 21.6 per cent.
of the Company's issued share capital immediately after the
completion of the Placing ("Enlarged Share Capital").
The Placing is being made on a non pre-emptive basis as the time
delay and costs associated with a pre-emptive offer are considered
by the Directors to be excessive.
Application will be made by the Company for the Placing Shares
to be admitted to trading on AIM. Subject to completion of the
Placing, it is expected that the Placing Shares will be admitted to
trading on AIM and that dealings will commence at 8.00 a.m. on 20
December 2013.
The issue of the Placing Shares, is conditional, inter alia,
upon:
(a) the approval of the resolutions at the GM;
(b) the conditional placing agreement dated 2 December 2013
between XCAP and the Company (the "Placing Agreement") becoming
wholly unconditional (save as to Admission) and not having been
terminated in accordance with its terms at any time prior to
Admission; and
(c) Admission,
in each case occurring no later than 8.00 a.m. on 20 December
2013 (or such time and date as the Company and XCAP may agree,
being not later than 14 January 2014).
Pursuant to the terms of the Placing Agreement, XCAP has
conditionally agreed to use its reasonable endeavours, as agent to
the Company, to place the Placing Shares at the Placing Price with
certain institutional and other investors. The above obligations
are subject to certain conditions including those listed above. The
Placing is not being underwritten by XCAP.
The Placing Agreement contains customary warranties given by the
Company with respect to its business and certain matters connected
with the Placing. In addition, the Company has given certain
indemnities to XCAP in connection with the Placing and XCAP's
performance of services in relation to the Placing. XCAP is
entitled to terminate the Placing Agreement in specified
circumstances including where there has been a material breach of
the warranties.
In accordance with the terms of the Placing Agreement, XCAP will
be issued with corporate finance warrants in addition to corporate
finance fees and commissions charged by them to the Company in
connection with their services relating to the Placing.
Directors' shareholdings
The current beneficial and non-beneficial interests of the
Directors in Ordinary Shares (not including Ordinary Shares held by
the Cyan Employee Benefit Trust) and the beneficial and
non-beneficial interests following the Placing are set out
below:
Placing
Date of this document Shares Following the Placing
subscribed
Number of Percentage Number of Number of Percentage
Ordinary of Ordinary Ordinary Ordinary of Ordinary
Shares Share capital Shares Shares Share capital
Director
John Cronin 50,696,884 1.90% 28,402,307 79,099,191 2.32%
Dr. John Read 25,892,621 0.97% 4,306,480 30,199,101 0.89%
Simon Smith 24,221,424 0.91% 28,402,307 52,623,731 1.55%
Stephen Newton - -% 5,555,573 5,555,573 0.16%
The following Ordinary Shares held by the Cyan Employee Benefit
Trust are beneficially owned by the following Directors to the
extent the share price of the Company exceeds 2.5 pence per
Ordinary Share, however the rights to such Ordinary Shares shall
expire on 18 December 2013:
Director Number of Ordinary
Shares
Dr. John Read 1,000,000
The Directors intend to subscribe for, in aggregate, 66,666,667
Placing Shares which represents, in aggregate, 9.1 per cent. of the
Placing Shares being issued pursuant to the Placing. Following the
Placing, the Directors will hold, in aggregate, 167,477,596
Ordinary Shares, accounting for 4.92 per cent. of the Enlarged
Share Capital.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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