TIDMLWRF
RNS Number : 9038U
LightwaveRF PLC
30 October 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE
30 October 2017
LightwaveRF plc
("LightwaveRF" or the "Company")
Proposed Placing and Subscription to raise GBP5.0 million
and
Open Offer to raise up to GBP1.0 million
LightwaveRF (AIM: LWRF), the leading smart home solutions
provider, announces firm and conditional placings and subscriptions
and an open offer.
Transaction Highlights
- Firm Placing and Firm Subscription using the Company's
existing share authorities to raise approximately GBP2.0m through
the issue of 12,607,501 New Ordinary Shares in aggregate to new and
existing investors at 16 pence per share
- Conditional Placing and Conditional Subscription to raise
approximately a further GBP3.0m through the issue of 18,642,499 New
Ordinary Shares in aggregate to new and existing investors at 16
pence per share
- New Ordinary Shares to be issued at 16 pence per New Ordinary
Share which represents a discount of approximately 13.5 per cent.
to the Company's Closing Price of 18.5 pence on 27 October 2017
- Proposal to raise a further GBP1.0 million by way of a
conditional Open Offer subject to Shareholder approval
The above transaction highlights and the summary announcement
below should be read in conjunction with the full appendix at the
bottom of this announcement.
This announcement contains inside information and is disclosed
in accordance with the Company's obligations under the Market Abuse
Regulation (EU) No 596/2014.
LightwaveRF (AIM: LWRF), the leading smart home solutions
provider, announces that it has raised, in aggregate, approximately
GBP2.0 million before expenses, by way of a placing of 5,805,333
New Ordinary Shares (the "Firm Placing Shares") and a subscription
of 6,802,168 New Ordinary Shares (the "Firm Subscription Shares")
at 16 pence per share (the "Issue Price").
In addition, the Company announces that it has conditionally
raised, in aggregate, approximately GBP3.0 million, before
expenses, by way of a placing of 14,163,417 New Ordinary Shares
(the "Conditional Placing Shares") and a subscription of 4,479,082
New Ordinary Shares (the "Conditional Subscription Shares") at the
Issue Price. The issue of both the Conditional Placing Shares and
the Conditional Subscription Shares are subject to the passing of
the Resolutions at a general meeting. In addition, certain of the
Conditional Placing Shares are conditional upon the Company
receiving advanced assurance from HMRC that the Company's business
will qualify for VCT tax reliefs (the "VCT Placing Shares" and the
"VCT Clearance").
The Company also announces that it proposes to raise a further
GBP1.0 million by way of a conditional open offer to qualifying
shareholders (the "Open Offer"), subject to Shareholder
approval.
The Issue Price represents a discount of approximately 13.5 per
cent. to the Company's Closing Price of 18.5 pence on 27 October
2017, the last trading day prior to this announcement.
The net proceeds of the Placings, the Subscriptions and the Open
Offer will be used to fund product development, sales and marketing
of LightwaveRF's second-generation devices and for working capital
purposes.
The Company has agreed that settlement be deferred in respect of
1,802,168 New Ordinary Shares, (the "Deferred Settlement Shares")
forming part of the Firm Subscription. Settlement of the Deferred
Settlement Shares is expected by 10 November 2017 but no later than
30 November 2017. As a result, these Deferred Settlement Shares
will be allotted no later than 30 November 2017 and dealings in
these shares are expected to commence no later than 8:00 a.m. on 1
December 2017.
Application has been made for admission of the Firm Placing
Shares and the Firm Subscription Shares to trading on AIM ("First
Admission") and dealings in the Firm Placing Shares and the Firm
Subscription Shares (less the Deferred Settlement Shares) are
expected to commence at 8.00 a.m. on 31 October 2017. The Firm
Placing Shares and the Firm Subscription Shares, when issued, will
rank pari passu with the Existing Ordinary Shares.
Andrew Pearson, CEO of LightwaveRF, said, "I am delighted with
the level of interest that we have received for the fundraise,
which is a great endorsement of our business plans and ambition.
The new funds will support further product development and bolster
our sales and marketing activity, as we continue to scale up the
business and strengthen our position as a leading player in the
Smart Home market."
For further enquiries please contact:
LightwaveRF plc www.lightwaveRF.com
Andrew Pearson, CEO +44 (0) 121 250
Kevin Edwards, CFO 3625
Stockdale Securities Limited +44 (0) 20 7601
Tom Griffiths/Edward Thomas 6100
Yellow Jersey PR www.yellowjerseypr.com
Charles Goodwin/Abena Affum/Katie +44 (0) 7747 788
Bairsto 221
About Lightwave
LightwaveRF plc pioneered smart home automation with the
introduction of the market's first Internet enabled devices in
2008. Today the Company markets a complete smart home system for
lighting, heating, power and security.
LightwaveRF offers a cloud platform and an extensive range of
retrofitted LightwaveRF designed and manufactured sockets, dimmers,
relays, thermostats, heating, energy, sensing, monitoring and
control devices. These devices are operated by conventional manual
control, handheld remote, smartphone and tablet based apps. The
LightwaveRF system can also be operated using Google Assistant and
Amazon Alexa voice control, is Apple HomeKit compatible and
provides users with dashboards to manage their smart home.
We are dedicated to making everyone's lives easier and more
fulfilled through world leading smart home technology.
For further information and to sign up for investor news alerts
please visit:
www.lightwaverf.com/corporate/
APPIX
A circular, containing details of the Transaction and the Open
Offer, will be posted shortly to Shareholders along with a Form of
Proxy to vote at a General Meeting expected to be convened for
11.00 a.m. on 22 November 2017 (the "Circular"). Capitalised terms
in this announcement are defined as set out at the end of this
announcement.
Introduction
The Company has today announced a Firm Placing and Firm
Subscription to raise, in aggregate, approximately GBP2.0 million
by the issue and allotment by the Company of, in aggregate,
12,607,501 New Ordinary Shares at the Issue Price of 16 pence per
New Ordinary Share. The Firm Placing and Firm Subscription are
within the Directors' existing authorities and therefore are not
conditional on the General Meeting or the Resolutions being
passed.
The Company has agreed that settlement in respect of 1,802,168
New Ordinary Shares, (the "Deferred Settlement Shares") forming
part of the Firm Subscription. Settlement of the Deferred
Settlement Shares is expected by 10 November 2017 but no later than
30 November 2017. As a result, these shares will be allotted no
later than 30 November 2017 and dealings in these shares are
expected to commence no later than 8:00 a.m. on 1 December
2017.
In addition, the Company has conditionally raised, in aggregate,
approximately GBP2.8 million net of expenses through the
Conditional Placing and Conditional Subscription by the issue and
allotment by the Company of, in aggregate, 18,642,499 New Ordinary
Shares at the Issue Price. The Conditional Placing and the
Conditional Subscription are conditional upon, inter alia, the
passing of the Resolutions at the General Meeting. In addition, the
VCT Placing Shares (which are part of the Conditional Placing
Shares) are conditional upon the Company receiving VCT Clearance.
The Company has submitted the VCT Clearance and it is expected that
such clearance should be granted, following completion of the Firm
Placing and the Firm Subscription.
The Conditional Placing, the Conditional Subscription and the
Open Offer are conditional, inter alia, upon Shareholders approving
the Resolutions at the General Meeting that will grant the
Directors the authority to allot the Conditional Placing Shares,
the Conditional Subscription Shares and the Open Offer Shares and
the power to disapply statutory pre-emption rights in respect of
the Conditional Placing Shares, the Conditional Subscription Shares
and the Open Offer Shares. The Resolutions will be contained in the
Notice of General Meeting at the end of the Circular.
First Admission in respect of the Firm Placing Shares and the
Firm Subscription Shares (less the Deferred Settlement Shares) is
expected to occur no later than 8.00 a.m. on 31 October 2017 or
such later time and/or date as Stockdale and the Company may agree.
The admission to trading on AIM of the Deferred Settlement Shares
is expected to occur no later than 8.00 a.m. on 1 December 2017.
Following First Admission, the Company will have 49,574,364
Ordinary Shares in issue; this figure may be used by Shareholders
as the denominator for the calculation by which they will determine
if they are required to notify their interest in, or a change in
their interest in, the Company under the FCA's Disclosure and
Transparency Rules.
Subject to satisfaction of the conditions contained in the
Placing Agreement, Second Admission in respect of the Conditional
Placing Shares, the Conditional Subscription Shares and the Open
Offer Shares is expected to occur no later than 8.00 a.m. on 30
November 2017 or such later time and/or date as Stockdale and the
Company may agree.
If the Company does not receive VCT Clearance prior to Second
Admission, the VCT Placing Shares (only) shall be effected by a
Third Admission, which (if necessary) is expected to occur no later
than 8.00 a.m. on 29 December 2017 or such later time and/or date
as Stockdale and the Company may agree.
Neither the Firm Placing nor the Conditional Placing (including
the VCT Placing) is underwritten.
The Transaction
Details of the Firm Placing
The Company has conditionally raised approximately GBP0.9
million before expenses by the conditional firm placing of
5,805,333 Firm Placing Shares at the Issue Price to Placees.
The Firm Placing is conditional, inter alia, upon:
(a) the Placing Agreement not having been terminated in
accordance with its terms prior to First Admission; and
(b) First Admission becoming effective by no later than 8.00
a.m. on 31 October 2017 or such later time and/or date (being no
later than 8.00 a.m. on 10 November 2017) as Stockdale and the
Company may agree.
If any of the conditions are not satisfied, the Firm Placing
Shares will not be issued.
The Firm Placing Shares are not subject to clawback. The Firm
Placing is not being underwritten.
The Firm Placing Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
Application has been made to the London Stock Exchange for the
admission of the Firm Placing Shares to trading on AIM. It is
expected that First Admission will occur and that dealings will
commence at 8.00 a.m. on 31 October 2017 at which time it is also
expected that the Firm Placing Shares will be enabled for
settlement in CREST.
Details of the Firm Subscription
The Company has conditionally raised approximately GBP1.1
million before expenses by the firm subscription of 6,802,168 Firm
Subscription Shares at the Issue Price to Subscribers.
The Firm Subscription is conditional upon First Admission
becoming effective by no later than 8.00 a.m. on 31 October 2017 or
such later time and/or date (being no later than 8.00 a.m. on 10
November 2017) as Stockdale and the Company may agree.
If the above condition is not satisfied, the Firm Subscription
Shares will not be issued.
The Firm Subscription Shares are not subject to clawback.
The Firm Subscription Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
The Company has agreed that settlement be deferred in respect of
1,802,168 New Ordinary Shares, (the "Deferred Settlement Shares")
forming part of the Firm Subscription.
Application has been made to the London Stock Exchange for the
admission of the Firm Subscription Shares to trading on AIM. It is
expected that First Admission will occur and that dealings will
commence at 8.00 a.m. on 31 October 2017 at which time it is also
expected that the Firm Subscription Shares (less the Deferred
Settlement Shares) will be enabled for settlement in CREST. It is
expected that the admission to trading on AIM of the Deferred
Settlement Shares will occur and dealings will commence by 8.00
a.m. on 1 December 2017, at which time it is also expected that the
Deferred Settlement Shares will be enabled for settlement in
CREST.
Details of the Conditional Placing
The Company has conditionally raised approximately GBP2.3
million before expenses by the conditional placing of 14,163,417
Conditional Placing Shares at the Issue Price to Placees.
The Conditional Placing is conditional, inter alia, upon:
(a) the passing of the Resolutions at the General Meeting;
(b) the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to First Admission;
(c) First Admission becoming effective by no later than 8.00
a.m. on 31 October 2017 or such later time and/or date (being no
later than 8.00 a.m. on 10 November 2017) as Stockdale and the
Company may agree; and
(d) Second Admission becoming effective by no later than 8.00
a.m. on 30 November 2017) as Stockdale and the Company may
agree.
In addition, the Conditional Placing of the VCT Placing Shares
portion is further conditional upon the Company receiving VCT
Clearance.
If the Company does not receive VCT Clearance prior to Second
Admission, the VCT Placing Shares (only) shall be effected by a
Third Admission, which (if necessary) is expected to occur no later
than 8.00 a.m. on 29 December 2017 or such later time and/or date
as Stockdale and the Company may agree.
The Conditional Placing Shares are not subject to clawback. The
Conditional Placing is not being underwritten. The Conditional
Placing Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive all dividends and other distributions declared,
made or paid after the date of their issue.
Application will be made to the London Stock Exchange for the
admission of the Conditional Placing Shares to trading on AIM. It
is expected that Second Admission will occur and that dealings will
commence by 8.00 a.m. on 30 November 2017 at which time it is also
expected that the Conditional Placing Shares will be enabled for
settlement in CREST.
If the Company does not receive VCT Clearance prior to Second
Admission, a further application wil be made to the London Stock
Exchange for the admission of the VCT Placing Shares to trading on
AIM. It is expected that (if required) Third Admission will occur
and that dealings will commence by 8.00 a.m. on 29 December 2017 at
which time it is also expected that the VCT Placing Shares will be
enabled for settlement in CREST.
Details of the Conditional Subscription
The Company has conditionally raised approximately GBP0.7
million before expenses by the conditional subscription of
4,479,082 Conditional Subscription Shares at the Issue Price to
Subscribers.
The Conditional Subscription is conditional, inter alia,
upon:
(a) the passing of the Resolutions at the General Meeting;
and
(b) Second Admission becoming effective by no later than 8.00
a.m. on 23 November 2017, or such later time and/or date (being no
later than 8.00 a.m. on 30 November 2017) as Stockdale and the
Company may agree.
If any of the conditions are not satisfied, the Conditional
Subscription Shares will not be issued.
The Conditional Subscription Shares are not subject to clawback.
The Conditional Subscription is not being underwritten. The
Conditional Subscription Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of their
issue.
Application will be made to the London Stock Exchange for the
admission of the Conditional Subscription Shares to trading on AIM.
It is expected that Second Admission will occur and that dealings
will commence by 8.00 a.m. 23 November 2017 at which time it is
also expected that the Conditional Subscription Shares will be
enabled for settlement in CREST.
Details of the Open Offer
The Company is proposing to raise GBP1.0 million (before
expenses) pursuant to the Open Offer at the Issue Price. The Open
Offer will be made on a pre-emptive basis, allowing all
Shareholders the opportunity to participate.
The Open Offer will provide Shareholders with the opportunity to
apply to acquire new Ordinary Shares at the Issue Price pro rata to
their holdings of Ordinary Shares.
Shareholders should note that the Open Offer will not be
underwritten.
The Open Offer will be subject to the satisfaction, amongst
other matters, of the following conditions on or before 23 November
2017 (or such later date, being not later than 8.00 a.m. on 30
November 2017, as the Company and Stockdale may decide):
(a) the passing of Resolutions at the General Meeting (or any
adjournment thereof); and
(b) Second Admission becoming effective by 8.00 a.m. on 23
November 2017 (or such later time or date not being later than 8.00
a.m. on 30 November 2017 as the Company and Stockdale may
decide).
The new Ordinary Shares will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of
Admission.
Use of net proceeds
The net proceeds of the Transaction before the Open Offer are
expected to be approximately GBP4.7 million. It is proposed that
such proceeds along with those raised pursuant to the Open Offer
shall be used to fund product development, sales and marketing of
LightwaveRF's second-generation devices and for working capital
purposes.
Placing Agreement
Under a placing agreement entered into with the Company (the
"Placing Agreement"), Stockdale has conditionally agreed to act as
placing agent to the Company and to use reasonable endeavours to
procure Placees to subscribe for the Firm Placing Shares and the
Conditional Placing Shares at the Issue Price.
The Placing Agreement contains conditionality in respect of the
Firm Placing, the Conditional Placing and a further conditionality
in respect of the VCT Placing Shares (as part of the Conditional
Placing).
The Firm Placing is conditional upon (amongst other things) the
satisfaction of the following conditions:
(a) First Admission taking place no later than 31 October 2017
(or such later time and date as the Company and Stockdale may agree
being no later than 10 November 2017);
(b) there being no breach of warranty in the Placing Agreement
prior to First Admission; and
(c) the performance by the Company of its obligations under the
Placing Agreement and/or other terms of or conditions to the
Placing prior to First Admission.
The Conditional Placing is conditional upon (amongst other
things) the satisfaction of the following conditions:
(a) Second Admission taking place no later than 23 November 2017
(or such later time and date as the Company and Stockdale may agree
being no later than 30 November 2017);
(b) there being no breach of warranty in the Placing Agreement
prior to Second Admission; and
(c) the performance by the Company of its obligations under the
Placing Agreement and/or other terms of or conditions to the
Placing prior to Second Admission.
The VCT Placing Shares (only) are subject to the following
additional conditions:
(a) (if applicable) Third Admission taking place no later than 29 December 2017;
(b) (if applicable) there being no breach of warranty in the
Placing Agreement prior to Third Admission;
(c) (if applicable) the performance by the Company of its
obligations under the Placing Agreement and/or other terms of or
conditions to the Placing prior to Third Admission; and
(d) the Company receiving the VCT Clearance.
The Placing Agreement contains certain customary warranties from
the Company in favour of Stockdale in relation to, inter alia, the
accuracy of the information contained in this announcement and
certain other matters relating to the Group and its business. In
addition, the Company has given certain undertakings to Stockdale
and has agreed to indemnify Stockdale in relation to certain
customary liabilities they may incur in respect of the Transaction.
Stockdale has the right to terminate the Placing Agreement in
certain circumstances prior to Admission including inter alia: (i)
for certain force majeure events or other events involving certain
material adverse changes or prospective material adverse changes
relating to the Group; or (ii) in the event of a breach of the
warranties or other obligations of the Company set out in the
Placing Agreement.
Under the Placing Agreement the Company has agreed to pay
certain fees and commission to Stockdale and certain other costs
and expenses in connection with the Transaction, First Admission,
Second Admission and (if applicable) Third Admission.
Related Party Transaction
Committed Capital Financial Services Limited ("Committed
Capital") which has subscribed for 4,927,168 Firm Subscription
Shares and 2,729,082 Conditional Subscription Shares currently
holds 9,511,903 Ordinary Shares, representing approximately 24.5
per cent. of the Company's issued share capital. As such, Committed
Capital is a substantial shareholder in the Company and its
participation in the Firm Subscription and the Conditional
Subscription is a related party transaction pursuant to AIM Rule 13
of the AIM Rules for Companies. The Directors (other than Steve
Harris, a Non-Executive Director of the Company, who is also the
CEO of Committed Capital) consider, having consulted with the
Company's nominated adviser, Stockdale Securities Limited, that the
terms of Committed Capital's participation in the Subscriptions is
fair and reasonable insofar as the Shareholders are concerned.
Immediately following First Admission, Committed Capital will hold
14,439,071 Ordinary Shares, representing approximately 28.1 per
cent. of the Company's Enlarged Share Capital, and immediately
following Second Admission, Committed Capital will hold 17,168,153
Ordinary Shares, representing approximately 24.5 per cent. of the
Company's then enlarged share capital.
General Meeting
The Directors do not currently have authority to allot all of
the New Ordinary Shares and, accordingly, the Board is seeking the
approval of Shareholders to allot the Conditional Placing Shares,
the Conditional Subscription Shares and the Open Offer Shares at
the General Meeting. The Firm Placing and the Firm Subscription are
within the Directors' current authorities and therefore are not
conditional on the General Meeting or the Resolutions being
passed.
A notice convening the General Meeting, which is expected to be
held on 22 November 2017, will be set out at the end of the
Circular. At the General Meeting, the Resolutions will be proposed
to authorise the Directors to allot relevant securities up to an
aggregate nominal amount of equal to the maximum number of New
Ordinary Shares available under the Conditional Placing, the
Conditional Subscription and the Open Offer and to authorise the
Directors to issue and allot New Ordinary Shares pursuant to the
Conditional Placing, the Conditional Subscription and the Open
Offer on a non-pre-emptive basis.
The authorities to be granted pursuant to the Resolutions shall
expire on whichever is the earlier of the conclusion of the Annual
General Meeting of the Company to be held in 2018 or the date
falling six months from the date of the passing of the Resolutions
(unless renewed, varied or revoked by the Company prior to or on
that date) and shall be in addition to the Directors' authorities
to allot relevant securities and dis-apply statutory pre-emption
rights granted at the Company's Annual General Meeting held on 20
April 2017.
The Conditional Placing and the Conditional Subscription are
conditional, inter alia, upon the passing of the Resolutions at the
General Meeting. Shareholders should be aware that if the
Resolutions are not approved at the General Meeting, the
Conditional Placing, the Conditional Subscription and the Open
Offer will not proceed.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Expected date of First Admission 31 October
and commencement of dealings
in the Firm Placing Shares
and Firm Subscription Shares
on AIM
CREST accounts credited with 31 October
Firm Placing Shares and Firm
Subscription Shares in uncertificated
form
Despatch of the Circular and by 3 November
the Form of Proxy
Latest time and date for receipt 11.00 a.m. on 20
of completed Forms of Proxy November
for the General Meeting
General Meeting 11.00 a.m. on 22
November
Expected date of Second Admission 23 November
and commencement of dealings
in the Conditional Placing
Shares, Conditional Subscription
Shares and Open Offer Shares
on AIM
(If applicable) the long stop 29 December
date of Third Admission (in
respect of the VCT Placing
Shares only) and commencement
of dealings in the VCT Placing
Shares on AIM
Despatch of definitive share within 10 business
certificates in certificated days of each of
form First Admission,
Second Admission
and Third Admission
(if applicable)
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
Act the Companies Act 2006;
Admission(s) First Admission, Second Admission
and/or (if applicable) Third
Admission;
AIM the AIM market operated by
the London Stock Exchange;
AIM Rules the rules of AIM as set out
in the publication entitled
'AIM Rules for Companies'
published by the London Stock
Exchange from time to time;
Board or Directors the board of directors of
the Company;
Circular the circular to be sent to
Shareholders shortly, convening
the General Meeting;
Closing Price the closing middle market
quotation of an Ordinary
Share as published by the
London Stock Exchange;
Company or LightwaveRF LightwaveRF plc;
Conditional Placing the conditional placing by
the Company of the Conditional
Placing Shares with certain
institutional and other investors
pursuant to the Placing Agreement;
Conditional Placing 14,163,417 New Ordinary Shares
Shares the subject of the Conditional
Placing;
Conditional Subscription the conditional subscription
by certain institutional
and other investors for the
Conditional Subscription
Shares;
Conditional Subscription 4,479,082 New Ordinary Shares
Shares the subject of the Conditional
Subscription;
CREST the relevant system (as defined
in the CREST Regulations)
in respect of which Euroclear
UK & Ireland Limited is the
Operator (as defined in the
CREST Regulations);
CREST Regulations the Uncertificated Securities
Regulations 2001, as amended;
Deferred Settlement 1,802,168 New Ordinary Shares
Shares forming part of the Firm
Subscription;
Enlarged Share Capital the entire issued share capital
of the Company immediately
following completion of the
Firm Placing and Firm Subscription
and First Admission comprising
the Existing Ordinary Shares,
the Firm Placing Shares and
the Firm Subscription Shares;
Existing Ordinary the 38,769,031 Ordinary Shares
Shares in issue as at the date of
this announcement;
FCA the Financial Conduct Authority;
Firm Placing the firm placing by the Company
of the Firm Placing Shares
with certain institutional
and other investors pursuant
to the Placing Agreement;
Firm Placing Shares 5,805,333 New Ordinary Shares
the subject of the Firm Placing;
Firm Subscription the firm subscription by
certain institutional and
other investors of the Firm
Subscription Shares;
Firm Subscription 6,802,168 New Ordinary Shares
Shares the subject of the Firm Subscription;
First Admission the admission of the Firm
Placing Shares and the Firm
Subscription Shares (less,
where the context requires,
the Deferred Settlement Shares)
to trading on AIM in accordance
with the AIM Rules for Companies;
Form of Proxy the form of proxy for use
in relation to the General
Meeting accompanying the
Circular;
General Meeting the general meeting of the
Company, notice of which
will be set out at the end
of the Circular, and including
any adjournment(s) thereof;
Group the Company and its subsidiary
undertakings at the date
of this document (as defined
in sections 1159 and 1160
of the Act);
HMRC Her Majesty's Revenue and
Customs;
Issue Price 16 pence per New Ordinary
Share;
London Stock Exchange London Stock Exchange plc;
New Ordinary Shares the Firm Placing Shares,
the Firm Subscription Shares,
the VCT Placing Shares and
the Second Subscription Shares;
Notice of General the notice of General Meeting
Meeting set out at the end of the
Circular;
Open Offer the proposed conditional
open offer to qualifying
shareholders to raise GBP1.0
million;
Open Offer Shares 6,250,000 New Ordinary Shares
the subject of the Open Offer;
Placing Agreement the agreement entered into
between the Company and Stockdale
in respect of the Placings,
as described in the Circular;
Placees subscribers for New Ordinary
Shares pursuant to the Firm
Placing or Conditional Placing
as the case may be;
Placings together the Firm Placing
and the Conditional Placing
(and if separate, the placing
in respect of the VCT Placing
Shares);
Resolutions the resolutions to be proposed
at the General Meeting which
are set out in full in the
Notice of General Meeting;
Second Admission the admission of the Conditional
Placing Shares, the Conditional
Subscription Shares and the
Open Offer Shares to trading
on AIM in accordance with
the AIM Rules for Companies;
Securities Act US Securities Act of 1933
(as amended);
Shareholders holders of Existing Ordinary
Shares;
Stockdale Stockdale Securities Limited;
Subscribers subscribers for New Ordinary
Shares pursuant to the Firm
Subscription or Conditional
Subscription as the case
may be;
Subscriptions together the Firm Subscription
Shares and the Conditional
Subscription Shares;
Third Admission (if applicable) the admission
of the VCT Placing Shares
to trading on AIM in accordance
with the AIM Rules for Companies;
Transaction together the Placings, the
Subscriptions and the Open
Offer;
US the United States of America,
its territories and possessions,
any state of the United States
of America and the District
of Columbia;
VCT a Venture Capital Trust under
Part 6 of the Income Tax
Act 2007;
VCT Clearance The advance assurance from
HMRC that the Company's business
will qualify for VCT tax
reliefs; and
VCT Placing the conditional placing by
the Company of the VCT Placing
Shares (which consists part
of the Conditional Placing)
with certain institutional
and other investors pursuant
to the Placing Agreement,
the VCT Placing portion being
conditional, inter-alia,
on the receipt of VCT Clearance
by the Company; and
VCT Placing Shares 10,725,917 New Ordinary Shares
the subject of the VCT Placing
(and as part of the Conditional
Placing);
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 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 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 company news service from the London Stock Exchange
END
IOELFFLLIDLAFID
(END) Dow Jones Newswires
October 30, 2017 03:00 ET (07:00 GMT)
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