TIDMDIA
RNS Number : 6963O
Dialight PLC
04 October 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM 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, RECOMMENDATION,
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.
4 October 2023
Dialight plc
("Dialight", the "Company", or the "Group")
Publication of Circular and Notice of General Meeting
Further to conditional offering of 6,635,257 new ordinary shares
of 1.89 pence each in the capital of the Company (the "New Ordinary
Shares") to raise gross proceeds of approximately GBP10.55 million
(the "Fundraising"), announced on 27 September 2023, the Company
announces that the circular referred to in that announcement is
being published today (the "Circular"). The Circular will be
available on the Company's website www.dialight.com.
As described in the announcement of 27 September 2023, the
participation in the Fundraising by Schroder Investment Management
("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 Circular contains further details of the proposed related
party transaction (within the meaning of Listing Rule 11.1.4R) and
will be posted to shareholders that have elected to receive hard
copies of shareholder documentation as soon as practicable. The
Circular also contains a notice convening a general meeting to be
held at 9.30 a.m. on 27 October 2023 at the offices of Ashurst LLP,
London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW.
Completion of the Fundraising will be conditional upon receiving
shareholder approval to the related party transaction proposal at
the General Meeting.
The expected timetable of principal events in relation to the
General Meeting is as follows:
Event Expected time/date
Deadline for receipt of Form of Proxy and CREST voting
instructions 9.30 a.m. on 25 October 2023
Voting Record Time 6.30 p.m. on 25 October 2023
General Meeting 9.30 a.m. on 27 October 2023
Admission and Settlement 8.00 a.m. on 30 October 2023
A copy of the Circular has been submitted to the National
Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Capitalised terms used but not defined in this announcement have
the same meaning as set out in the announcement of the Results of
Placing announcement released by the Company on 27 September
2023.
Enquiries:
Dialight plc +44 (0)203 058 3542
Neil Johnson, Non-Executive Chairman
Fariyal Khanbabi, Group Chief Executive
Peel Hunt LLP +44 (0) 20 7418 8900
Mike Bell / Ed Allsopp / Tom Graham
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 any
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. 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.
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
New Ordinary 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
outside the United Kingdom.
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END
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October 04, 2023 06:52 ET (10:52 GMT)
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