TIDMDIA
RNS Number : 7553N
Dialight PLC
27 September 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 (INCLUDING ITS TERRITORIES AND DEPENCIES, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
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 GBP10.55 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, GBP0.22 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
GBP3,300,000. 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 GBP 0.22 million in
aggregate, as set out in the table below.
Name Number Percentage Number of Number of Ordinary Percentage
of existing of existing New Ordinary Shares on Admission of Enlarged
Ordinary issued Shares Share Capital
Shares 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 GBP3,300,000. 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 GBP2,125,480. 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 GBP1,251,814. 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 a nd 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 Ordinary shares of 1.89 pence each
Financial instrument,
type of instrument
------------------------------- -----------------------------------
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 Aggregate price: GBP219,997
/price
------------------------------- -----------------------------------
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. T he 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 GBP10.55 million and net proceeds
of approximately GBP10 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 GBP1 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
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