TIDMLIFS
RNS Number : 6504X
LifeSafe Holdings PLC
21 December 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR
ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED
UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT
WHATSOEVER IN ANY OF THOSE JURISDICTIONS.
LifeSafe Holdings plc
("LifeSafe" or the "Company")
Result of Placing and Share Subscription
LifeSafe (AIM:LIFS), a fire safety technology business with
innovative fire extinguishing fluids and fire safety products,
announces that, further to its announcement of 7.00 a.m today, it
has successfully completed and closed the Placing and Share
Subscription to raise gross proceeds of GBP400,000.
The Placing and Share Subscription has raised, in aggregate,
gross proceeds of GBP400,000 through the placing of 2,312,500 new
Ordinary Shares ("Placing Shares") to certain institutional and
other investors and a subscription by certain other investors
directly with the Company ("Share Subscription") of a further
187,500 new Ordinary Shares ("Subscription Shares") in each case at
a price of 16 pence per share.
The Placing is being conducted in two tranches with the initial
tranche of Placing Shares being issued on 29 December 2023 and the
second tranche of the Placing Shares being issued on 16 January
2024, all shares will be under the Company's pre existing share
capital authorities . The Placing Shares will be issued fully paid
and will rank pari passu in all respects with the Company's
existing Ordinary Shares.
The purpose of this fund raising is to finance, until the second
quarter of 2024, the shortfall in working capital caused by the
Group's performance in 2023 and a delayed HMRC VAT refund of
GBP350,000 forecast to be received by the end of February 2024, and
to commit resource to the new wholesale and industrial
products.
The Placing comprises of a placing of new Ordinary Shares to be
effected in two tranches. The Company intends to issue, in
aggregate, up to 1,729,875 new Ordinary Shares (the "First Placing
Shares"), to raise gross proceeds of approximately GBP276,780. The
First Placing Shares and Subscription Shares are expected to be
admitted to trading on AIM on or around 29 December 2023.
The Company intends to issue up to a further 582,625new Ordinary
Shares (the "Second Placing Shares"), to raise gross proceeds of
approximately a further GBP93,220. The Second Placing Shares are
expected to be admitted to trading on AIM on or around 16 January
2024,.
Share Subscription
Pursuant to the Share Subscription, certain investors have
subscribed for 187,500 Subscription Shares directly with the
Company at the Placing Price raising gross proceeds of
GBP30,000.
The Share Subscription is conditional upon (amongst other
things) the Placing Agreement not having been terminated and First
Admission occurring on or before 8.00 a.m. on 29 December 2023 (or
such later date and/or time as the Bookrunner and the Company may
agree, being no later than 8.00 a.m. on 31 January 2024).
Director and PDMR participation in the Placing
Dominic Berger, the Executive Chairman of the Company, has
agreed to subscribe for 62,500 New Ordinary Shares in the Placing.
Immediately following First and Second Admission, the total number
of New Ordinary Shares held by Dominic Berger would be 980,345
representing 3.5 per cent. Of the Enlarged Share Capital.
Gavin Cornelius, a PDMR of the Company, has agreed to subscribe
for 31,250 New Ordinary Shares in the Placing. Immediately
following First and Second Admission, the total number of New
Ordinary Shares held by Gavin Cornelius would be 1,923,750
representing 6.9 per cent. of the Enlarged Share Capital.
First Admission and Total Voting Rights
Application will be made to the London Stock Exchange for
admission of the First Placing Shares and Subscription Shares to
trading on AIM (the "First Admission"). It is expected that
admission will become effective and dealings in the First Placing
Shares and Subscription Shares commence at 8.00 a.m. on or around
29 December 2023.
First Admission is conditional, inter alia, upon the First
Admission becoming effective and the Placing Agreement not having
been terminated and becoming unconditional in respect of the First
Placing Shares. The First Placing does not require Shareholder
approval as the First Placing Shares will be issued pursuant to the
Company's pre-existing share capital authorities granted at its 22
August 2023 general meeting.
Following First Admission, the total number of Ordinary Shares
in the capital of the Company in issue will be 27,293,358 Ordinary
Shares with voting rights. This figure may be used by shareholders
in the Company 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's share
capital.
Second Admission and Total Voting Rights
Admission of the Second Placing Shares (the "Second Admission")
is, conditional, inter alia, on the Second Admission becoming
effective, the Placing Agreement not having been terminated and
becoming unconditional.
Application will be made to the London Stock Exchange for
admission of the Second Placing Shares to trading on AIM. It is
expected that admission will become effective and dealings in the
Second Placing Shares commence at 8.00 a.m. on or around 16 January
2024. The Second Placing does not require Shareholder approval as
the Second Placing Shares will be issued pursuant to the Company's
pre-existing share capital authorities granted at its 22 August
2023 general meeting.
Following Second Admission, the total number of Ordinary Shares
in the capital of the Company in issue will be 27,875,983with
voting rights. 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's share capital pursuant to the Company's
Constitution.
The issue of the First Placing Shares and Subscription Shares is
not conditional on issue of the Second Placing Shares. The issue of
the First Placing Shares will not be affected by any or all of the
Second Placing failing to complete for any reason.
The Placing Shares and Subscription Shares will be issued fully
paid and will rank pari passu in all respects with the Company's
existing Ordinary Shares.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Company's announcement released
this morning in respect of the Placing and Share Subscription
unless the context provides otherwise.
Dominic Berger, Executive Chairman, commented: "The Board is
grateful to investors for their support with this fundraising,
which further strengthens the Company's position and facilitates
the continuation of its successful growth strategy."
For further enquiries:
LifeSafe Holdings plc Via FTI Consulting
Dominic Berger, Chairman info@lifesafetechnologies.com
Neil Smith, Chief Executive
Officer
Mike Stilwell, Chief Financial
Officer
WH Ireland Limited (Nominated Tel: +44 (0) 20 7220 1666
Adviser & Broker)
Chris Fielding
Darshan Patel
Isaac Hooper
FTI Consulting (Financial Communications) Tel: +44 (0) 20 3727 1000
Tom Hufton LifeSafe@fticonsulting.com
Harriet Jackson
Liam Gerrard
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Dominic Berger
------------------------------ -----------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status Executive Chairman
------------------------------ -----------------------------------
b) Initial notification Initial notification
/Amendment
------------------------------ -----------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name LifeSafe Holdings plc
------------------------------ -----------------------------------
b) LEI 2138004KSXCPNWGSL119
------------------------------ -----------------------------------
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 Purchase of Placing Shares
of the financial
instrument, ISIN: GB00BP83Y473
type of instrument
Identification
code
------------------------------ -----------------------------------
b) Nature of the
transaction
------------------------------ -----------------------------------
c) Price(s) and Price No. of shares
volume(s) 16 pence 62,500
--------------
------------------------------ -----------------------------------
d) Aggregated information
- Aggregated
volume 62,500 shares
- Price 16 pence
------------------------------ -----------------------------------
e) Date of the 21 December 2023
transaction
------------------------------ -----------------------------------
f) Place of the XLON, AIM
transaction
------------------------------ -----------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Gavin Cornelius
------------------------------ -----------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status PDMR
------------------------------ -----------------------------------
b) Initial notification Initial notification
/Amendment
------------------------------ -----------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name LifeSafe Holdings plc
------------------------------ -----------------------------------
b) LEI 2138004KSXCPNWGSL119
------------------------------ -----------------------------------
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 Purchase of Placing Shares
of the financial
instrument, ISIN: GB00BP83Y473
type of instrument
Identification
code
------------------------------ -----------------------------------
b) Nature of the
transaction
------------------------------ -----------------------------------
c) Price(s) and Price No. of shares
volume(s) 16 pence 31,250
--------------
------------------------------ -----------------------------------
d) Aggregated information
- Aggregated
volume 31,250 shares
- Price 16 pence
------------------------------ -----------------------------------
e) Date of the 21 December 2023
transaction
------------------------------ -----------------------------------
f) Place of the XLON, AIM
transaction
------------------------------ -----------------------------------
Notes to Editors
LifeSafe is a fire safety technology business that develops
eco-friendly, novel and innovative fire extinguishing fluids and
life-saving fire safety products. LifeSafe has developed a market
disrupting range of eco-friendly fire safety protection products; a
new patent-pending Thermal Runaway Fluid to combat lithium battery
fires by permanently extinguishing and preventing re-ignition, and
the StaySafe All-in-1, a handheld eco-friendly and fully recyclable
extinguisher which is verified to extinguish ten different types of
fire and the number one selling fire extinguisher on Amazon UK. L
ifeSafe is successfully creating new markets for the Group in fire
safety through its innovative technologies, products, digital
marketing and multi-channel sales; and is continuing to develop new
fluid derivations for applications in various industrial market
sectors.
LifeSafe was admitted to trading on AIM in July 2022 with the
ticker LIFS.
For further information please visit:
https://www.lifesafeholdingsplc.com .
LinkedIn:
https://www.linkedin.com/company/lifesafe-technologies
Twitter: https://twitter.com/LifesafeT
- Ends -
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is part of UK law by virtue of the European Union (Withdrawal) Act
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END
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