TIDMLWRF
RNS Number : 6231R
LightwaveRF PLC
01 March 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE
1 March 2019
LightwaveRF plc
("LightwaveRF" or the "Company")
Result of placing
LightwaveRF (AIM: LWRF), the leading smart homes solutions
provider, is pleased to announce that, following the announcement
released on 28 February 2019 ("Announcement"), it has successfully
raised gross proceeds of GBP2.50 million through a placing of, and
a subscription for, an aggregate of 29,411,780 new Ordinary Shares
at a price of 8.5 pence per share (the "Issue Price").
A total of 4,373,322 new Ordinary Shares have been placed under
the Firm Placing at the Issue Price, thereby raising approximately
GBP0.37 million and a further 7,097,280 new Ordinary Shares have
been placed with existing and new investors, subject to Shareholder
approval, under the Conditional Placing at the Issue Price, thereby
raising a further GBP0.60 million.
The Announcement confirmed that a total of 6,346,678 new
Ordinary Shares would be issued under the Firm Subscription at the
Issue Price, thereby raising approximately GBP0.54 million, and a
further 11,594,500 new Ordinary Shares would also be issued under
the Conditional Subscription at the Issue Price, thereby raising a
further GBP0.99 million.
The Announcement also confirmed that the Company proposes to
raise a further GBP0.5 million by way of a conditional open offer
of 5,964,387 Open Offer Shares to qualifying shareholders at the
Issue Price (the "Open Offer"), subject to Shareholder approval.
Committed Capital intends to subscribe for its Basic Entitlement
under the Open Offer in full and to apply for all of the remaining
Open Offer Shares using the Excess Application Facility, being, in
aggregate, 5,964,387 Open Offer Shares. To the extent that
applications are received in respect of more than 5,964,387 Open
Offer Shares in aggregate, excess applications will be scaled back
accordingly. Applications for Excess Shares will be allocated in
such manner as the Directors may determine, in their absolute
discretion.
The Conditional Subscription, Conditional Placing and Open Offer
are all conditional upon the passing of certain Resolutions.
Accordingly, a circular (the "Circular") is expected to be posted
on 1 March 2019 notifying shareholders of a general meeting which
is being convened for the purpose of considering the Resolutions,
at the Company's offices, Innovation Birmingham Campus, Faraday
Wharf, Holt Street, Birmingham B7 4BB on 19 March 2019 at 11.00
a.m.
The Firm Placing and Conditional Placing were conducted by way
of an accelerated bookbuild process. Stockdale Securities Limited
("Stockdale") acted as sole broker on the Firm Placing and
Conditional Placing.
The Issue Price represents a discount of approximately 5.6 per
cent. to the Closing Price of 9.0 pence on 27 February 2019, being
the last business day prior to the Announcement.
Application has been made for admission of the Firm Placing
Shares and the Firm Subscription Shares to trading on AIM and
dealings in the Firm Placing Shares and the Firm Subscription
Shares are expected to commence at 8.00 a.m. on 6 March 2019. The
Firm Placing Shares and the Firm Subscription Shares, when issued,
will rank pari passu with the Existing Ordinary Shares.
Application will be made for admission of the Conditional
Placing Shares and the Conditional Subscription Shares to trading
on AIM and dealings in the Conditional Placing Shares and the
Conditional Subscription Shares (other than in respect of the
Deferred Settlement Shares) is expected to occur at 8.00 a.m. on 20
March 2019 (or such later date, being not later than 8.00 a.m. on
29 March 2019, as the Company and Stockdale may agree).
Related Party Transactions
Committed Capital has agreed to subscribe for 4,844,753 Firm
Subscription Shares and 10,329,600 Conditional Subscription Shares.
It also intends to subscribe for its Basic Entitlement under the
Open Offer in full and to apply for all of the remaining Open Offer
Shares using the Excess Application Facility. As at the date of
this Document, Committed Capital holds 14,717,334 Existing Ordinary
Shares representing approximately 20.56 per cent. of the Existing
Ordinary Shares. As such, Committed Capital is a substantial
shareholder of the Company and its participation in the Firm
Subscription and the Conditional Subscription and its subscription
for its Basic Entitlement under the Open Offer and all of the
remaining Open Offer Shares using the Excess Application Facility
are related party transactions pursuant to AIM Rule 13 of the AIM
Rules.
In addition, Unicorn Asset Management Limited has agreed to
subscribe for 2,499,040 Firm Placing Shares and 3,383,310
Conditional Placing Shares. As at the date of this Document,
Unicorn Asset Management Limited holds 10,725,917 Existing Ordinary
Shares representing approximately 14.99 per cent. of the Existing
Ordinary Shares. As such, Unicorn Asset Management Limited is a
substantial shareholder of the Company and its participation in the
Firm Placing and the Conditional Placing is a related party
transaction pursuant to AIM Rule 13 of the AIM Rules.
The Directors (other than Steve Harris, a Non-Executive Director
of the Company, who is also the Chief Executive Officer of
Committed Capital) consider, having consulted with the Company's
nominated adviser, Stockdale, that the terms of Committed Capital's
participation in the Firm Subscription, Conditional Subscription
and its subscription for its Basic Entitlement and its subscription
for all of the remaining Open Offer Shares under the Excess
Application Facility under the Open Offer are fair and reasonable
insofar as the Shareholders are concerned.
The Directors (other than Steve Harris) consider, having
consulted with the Company's nominated adviser, Stockdale, that the
terms of Unicorn Asset Management Limited's participation in the
Firm Placing and the Conditional Placing are fair and reasonable
insofar as the Shareholders are concerned.
Immediately following Admission (and assuming the Resolutions
are passed), Committed Capital will hold 35,856,074 Ordinary
Shares, representing approximately 33.53 per cent. of the Enlarged
Share Capital and Unicorn Asset Management Limited will hold
16,608,267 Ordinary Shares, representing approximately 15.53 per
cent. of the Enlarged Share Capital.
This announcement contains inside information within the meaning
of Article 7 of the Market Abuse Regulation (EU) No 596/2014. With
the publication of this announcement, this information is now
considered to be in the public domain.
For further enquiries please contact:
LightwaveRF plc www.LightwaveRF.com
Jason Elliott, CEO +44 (0) 121 250 3625
Kevin Edwards, CFO
Stockdale Securities Limited
Tom Griffiths / David Coaten +44 (0) 20 7601 6100
Yellow Jersey PR www.yellowjerseypr.com
Charles Goodwin +44 (0) 7747 788 221
About LightwaveRF
LightwaveRF is the UK's only fully integrated home automation
company.
New customers typically buy a starter pack of Link Plus hub and
smart dimmer which has Apple HomeKit compatibility, 2-way
communication and built-in energy monitoring. Later adding other
easy to install devices from the Lightwave range enables further
in-home control, monitoring and automation of lighting, heating and
power.
Devices may be operated manually, by smartphone or tablet-based
apps and also through Google Assistant and Amazon Alexa voice
control.
Leading tech industry publication 9to5 Mac describes LightwaveRF
as "the best UK HomeKit solution for smart lighting".
For further information and "Newsletter sign up", please visit:
www.LightwaveRF.com/corporate/
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"),
encompassing information relating to the Placing, the Subscription
and the Open Offer as described above, and is disclosed in
accordance with the Company's obligations under Article 17 of
MAR.
Defined terms used in this announcement will have the meaning
(unless the context otherwise requires) as set out in the
Announcement and the Circular being posted to Shareholders shortly,
which will be available shortly thereafter on the Company's website
www.LightwaveRF.com.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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