TIDMLWRF
RNS Number : 3853J
LightwaveRF PLC
16 August 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE
16 August 2019
LightwaveRF plc
("LightwaveRF" or the "Company")
Result of placing
LightwaveRF (AIM: LWRF), the leading smart homes solutions
provider, announces that, following the announcement released
earlier today ("Announcement"), it has successfully placed an
aggregate of 18,571,428 new Ordinary Shares at a price of 7 pence
per share (the "Issue Price") raising gross proceeds of
approximately GBP1.3 million.
A total of 10,000,000 new Ordinary Shares have been placed with
existing and new investors under the Firm Placing at the Issue
Price, thereby raising approximately GBP0.7 million. No new
Ordinary Shares have been placed under the Conditional Placing.
The Announcement confirmed that a total of 5,806,811 new
Ordinary Shares would be issued under the Firm Subscription at the
Issue Price, thereby raising approximately GBP0.4 million, and a
further 2,764,617 new Ordinary Shares would also be issued under
the Conditional Subscription at the Issue Price, thereby raising a
further approximately GBP0.2 million.
The Conditional Subscription is conditional upon the passing of
certain Resolutions. Following completion of the Conditional
Subscription, the Concert Party's interest in the Company will
increase from 36.74 per cent. to 38.16 per cent. which would
require it to make an offer under Rule 9 of the Takeover Code. The
Company has, however, applied to the Panel for a waiver of Rule 9
of the Takeover Code in order to permit the Conditional
Subscription by the Concert Party without triggering an obligation
on the part of any member of the Concert Party (individually or
collectively) to make a general offer for the Company. Accordingly,
a circular is expected to be posted in due course to convene a
general meeting to approve the Resolutions.
The Firm Placing was conducted by way of an accelerated
bookbuild process. Shore Capital Stockbrokers Limited ("Shore
Capital") acted as sole broker on the Firm Placing.
The Issue Price represents a discount of approximately 11.2 per
cent. to the Closing Price of 7.88 pence on 15 August 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 20 August 2019. The
Firm Placing Shares and the Firm Subscription Shares, when issued,
will rank pari passu with the Existing Ordinary Shares.
On First Admission, the Company will have 120,818,829 Ordinary
Shares in issue and admitted to trading on AIM. 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 Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
Application will be made for admission of the Conditional
Subscription Shares to trading on AIM and dealings in the
Conditional Subscription Shares (other than the Deferred Settlement
Shares, details of which are set out below) is expected to occur at
8.00 a.m. on the next business day following the General Meeting
(or such later date, being not later than 8.00 a.m. on 31 October
2019, as the Company and Shore Capital may agree).
The Company has agreed that settlement be deferred in respect of
1,428,571 new Ordinary Shares, forming part of the Conditional
Subscription. As a result, the Deferred Settlement Shares will be
allotted no later than 30 October 2019 and dealings in these shares
are expected to commence no later than 8.00 a.m. on 31 October
2019.
Related Party Transactions
Committed Capital has agreed to subscribe for 5,806,811 new
Ordinary Shares pursuant to the Firm Subscription and 2,764,617 new
Ordinary Shares pursuant to the Conditional Subscription. As at the
date of this announcement, Committed Capital holds 33,690,893
Existing Ordinary Shares representing approximately 32.08 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 is a related
party transaction pursuant to AIM Rule 13 of the AIM Rules.
In addition, Unicorn Asset Management Limited has subscribed for
5,714,286 Firm Placing Shares. As at the date of this Document,
Unicorn Asset Management Limited holds 16,608,267 Existing Ordinary
Shares representing approximately 15.82 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 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, Shore Capital, that the terms of Committed
Capital's participation in the Firm Subscription and the
Conditional Subscription 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, Shore Capital, that
the terms of Unicorn Asset Management Limited's participation in
the Firm Placing are fair and reasonable insofar as the
Shareholders are concerned.
Immediately following admission of the New Ordinary Shares (and
assuming the Resolutions are passed), Committed Capital will hold
42,262,321 Ordinary Shares, representing approximately 34.2 per
cent. of the Enlarged Share Capital and Unicorn Asset Management
Limited will hold 22,322,553 Ordinary Shares, representing
approximately 18.06 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
Shore Capital
Tom Griffiths / David Coaten +44 (0) 20 7408 4080
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 LightwaveRF 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
IOECKADPNBKDAFD
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