TIDMCYAN
RNS Number : 6670N
CyanConnode Holdings PLC
24 January 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF
SUCH JURISDICTION .
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of CyanConnode Holdings plc or other evaluation of any
securities of CyanConnode Holdings plc or any other entity and
should not be considered as a recommendation that any investor
should subscribe for or purchase any such securities .
This Announcement contains inside information for the purposes
of the UK version of the market abuse regulation (EU No . 596/2014)
as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MAR"). In addition,
market soundings (as defined in UK MAR) were taken in respect of
certain of the matters contained in this Announcement, with the
result that certain persons became aware of such inside
information, as permitted by UK MAR. Upon the publication of this
Announcement, this inside information is now considered to be in
the public domain and such persons shall therefore cease to be in
possession of inside information .
24 January 2023
CyanConnode Holdings plc
("CyanConnode" or the "Company")
Result of Oversubscribed Placing and Subscription
CyanConnode (AIM:CYAN.L), a world leader in narrowband radio
frequency (RF) smart mesh networks, is pleased to announce that,
further to its announcement at 5.11 p.m. on 23 January 2023 , it
has successfully completed a placing of new Ordinary Shares, by way
of an accelerated bookbuild, which is now closed (the "Placing"),
and a subscription (the "Subscription") of new Ordinary Shares (the
Placing and the Subscription together being the "Fundraising"). The
Placing was oversubscribed.
The Fundraising raised, in aggregate, GBP 5.25 million (before
expenses) through the placing of 30,882,352 new Ordinary Shares at
an Issue Price of 17 pence per new Ordinary Share. The Issue Price
is equal to the closing market price of 17 pence per existing
Ordinary Share on 20 January 2023, being the last business day
prior to the announcement of the Fundraising.
Directors' Dealings
Pursuant to the Fundraising and further to the Company's
announcement on 23 January 2023 , John Cronin , Heather Peacock ,
David Johns-Powell and Peter Tyler , each being a Director of the
Company, have now participated a total of GBP115,000 in the
Fundraising as follows:
Director R ole Manner of No. of % of Number No. of % of
participation existing existing of Shares Shares enlarged
Shares Share subscribed held Share
Capital for in post-admission Capital
Fundraise
John Executive
Cronin Chairman Subscription 5,924,731 2.46% 294,117 6,218,848 2.29%
--------------- -------------- ----------- ---------- ------------ --------------- -------------
CFO and
Heather Company
Peacock Secretary Subscription 951,599 0.40% 117,647 1,069,246 0.39%
--------------- -------------- ----------- ---------- ------------ --------------- -------------
David Non-Executive
Johns-Powell Director Subscription 16,474,503 6.85% 147,058 16,621,561 6.12%
--------------- -------------- ----------- ---------- ------------ --------------- -------------
Peter Non-Executive
Tyler Director Subscription 2,489,004 1.03% 117,647 2,606,651 0.96%
--------------- -------------- ----------- ---------- ------------ --------------- -------------
John Cronin , Heather Peacock , David Johns-Powell and Peter
Tyler as Directors of the Company, are accordingly classified as
related parties under the AIM Rules for Companies and their
participation in the Fundraising therefore constitutes a related
party transaction pursuant to Rule 13 of the AIM Rules for
Companies.
Accordingly, Chris Jones , being the independent director,
considers, having consulted with Cenkos Securities Plc, the
Company's Nominated Adviser, that the terms of the Directors'
participation in the Fundraising is fair and reasonable insofar as
Shareholders are concerned.
Admission to trading on AIM
Application will be made to the London Stock Exchange for the
admission of the new Ordinary Shares to trading on AIM
("Admission"). Further to the Company's announcement on 23 January
2023, it is now expected that Admission will become effective and
dealings in the new Ordinary Shares will commence at 8.00 a.m. on
or around 30 January 2023.
Total voting rights
Following the Admission, the Company will have 271,534,423
Ordinary Shares in issue. The Company holds no Ordinary Shares in
Treasury. 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.
Capitalised terms used but not otherwise defined in this
announcement shall have the same meanings ascribed to such terms in
the Company's announcement at 5.11 p.m. on 23 January 2023 unless
otherwise specified.
John Cronin, Executive Chairman, CyanConnode, commented:
"We recently announced an order for c. 1 million units, taking
orders won this financial year to 2.3 million units. This shows
significant growth compared to the previous year where we had won
orders for a total of 1.3 million units in all years prior to 31
March 2022. There are currently tenders out in India for more than
100 million units. The funds raised by this placing will allow us
to maintain momentum and win some of the large opportunities being
presented to us at this time. On behalf of the Board, I would like
to thank all shareholders who have participated in this fundraising
for their continued support."
Enquiries:
+44 (0) 1223 225
CyanConnode Holdings plc 060
John Cronin, Executive Chairman www.cyanconnode.com
Cenkos Securities plc (Nomad and Joint +44 (0) 20 7397
Broker) 8900
Stephen Keys / Charlie Combe (Corporate
Finance)
Zeus Capital Limited (Sole Bookrunner
and Joint Broker) +44 (0)20 3829 5000
Nick Cowles / Alexandra Campbell-Harris
(Corporate Finance)
Simon Johnson (Corporate Broking)
Longspur Capital Limited (Placing Agent)
Nick Stamp / Akhil Shah (Corporate Finance)
Adam Robertson (Head of Distribution) +44 (0)203 940 6601
IMPORTANT INFORMATION
This Announcement has been issued by, and is the sole
responsibility of, the Company. 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 Zeus
Capital Limited 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.
This Announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it (other than the Appendix in relation to
Placees) form the basis of or be relied on in connection with any
contract or as an inducement to enter into any contract or
commitment with the Company. In particular, the new Ordinary Shares
have not been, and will not be, registered under the Securities Act
or qualified for sale under the laws of any state of the United
States or under the applicable laws of any of Canada, Australia,
the Republic of South Africa, or Japan and, subject to certain
exceptions, may not be offered or sold in the United States or to,
or for the account or benefit of, US persons (as such term is
defined in Regulation S under the Securities Act) or to any
national, resident or citizen of Canada, Australia, the Republic of
South Africa or Japan.
The distribution or transmission of this Announcement and the
offering of the new Ordinary Shares in certain jurisdictions may be
restricted or prohibited by law or regulation. Persons distributing
this Announcement must satisfy themselves that it is lawful to do
so. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. No
action has been taken by the Company or the Broker that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and the Broker to
inform themselves about, and to observe, such restrictions. In
particular, this Announcement may not be distributed, directly or
indirectly, in or into the United States, Canada, the Republic of
South Africa, Australia or Japan. Overseas Shareholders and any
person (including, without limitation, nominees and trustees), who
have a contractual or other legal obligation to forward this
document to a jurisdiction outside the UK should seek appropriate
advice before taking any action.
This Announcement contains "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could", "indicative", "possible" or similar expressions
or negatives thereof. Such forward-looking statements involve known
and unknown risks, uncertainties and other important factors beyond
the Company's control that could cause the actual results,
performance or achievements of the Group to be materially different
from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the
Company's present and future business strategies and the
environment in which the Company will operate in the future. These
forward-looking statements speak only as at the date of this
Announcement. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements
are based unless required to do so by applicable law or the AIM
Rules for Companies.
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 losses per share of the
Company for the current or future financial years would necessarily
match or exceed the historical published earnings or losses per
share of the Company.
Zeus Capital Limited ("Zeus"), which is authorised and regulated
by the FCA in the United Kingdom, is acting as Broker to the
Company in connection with the Placing. Zeus will not be
responsible to any person other than the Company for providing the
protections afforded to clients of Zeus or for providing advice to
any other person in connection with the Placing or any acquisition
of shares in the Company. Zeus is not making any representation or
warranty, express or implied, as to the contents of this
Announcement. Zeus has not authorised the contents of, or any part
of, this Announcement, and no liability whatsoever is accepted by
Zeus for the accuracy of any information or opinions contained in
this Announcement or for the omission of any material
information.
Cenkos Securities Plc ("Cenkos"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as Nominated
Adviser to the Company in connection with the Fundraising. Cenkos
has not authorised the contents of, or any part of, this
Announcement, and no liability whatsoever is accepted by Cenkos for
the accuracy of any information or opinions contained in this
Announcement or for the omission of any material information. The
responsibilities of Cenkos as the Company's Nominated Adviser under
the AIM Rules for Companies and the AIM Rules for Nominated
Advisers are owed solely to London Stock Exchange plc and are not
owed to the Company or to any director or shareholder of the
Company or any other person, in respect of its decision to acquire
shares in the capital of the Company in reliance on any part of
this Announcement, or otherwise.
The new Ordinary Shares will not be admitted to trading on any
stock exchange other than the AIM market of the London Stock
Exchange.
PDMR Notification Form
The notification below is made in accordance with the
requirements of MAR.
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name a) John Cronin
b) Heather Peacock
c) David Johns-Powell
d) Peter Tyler
--------------------------------- ------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------
a) Position/status a) Executive Chairman
b) CFO and Company Secretary
c) Non-Executive Director
d) 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 CyanConnode Holdings plc
--------------------------------- ------------------------------------
b) LEI 213800MDLW3GKKW5TT58
--------------------------------- ------------------------------------
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 Ordinary shares of 2 pence each
the financial instrument,
type of instrument GB00BF93WP34
Identification
code
--------------------------------- ------------------------------------
b) Nature of the transaction Participation in fundraising
--------------------------------- ------------------------------------
c) Price(s) and volume(s) Price - 17 pence
Volumes:
a) 294,117
b) 117,647
c) 147,058
d) 117,647
--------------------------------- ------------------------------------
d) Aggregated information See 4c) above
--------------------------------- ------------------------------------
e) Date of the transaction 30 January 2023
--------------------------------- ------------------------------------
f) Place of the transaction London Stock Exchange, AIM
--------------------------------- ------------------------------------
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END
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