TIDMWAND
RNS Number : 7522P
WANdisco Plc
12 June 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, 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
AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES
ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA (UNLESS AN EXEMPTION UNDER THE RELEVANT
SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014. Upon the publication of
this Announcement, this inside information is now considered to be
in the public domain.
12 June 2020
WANdisco plc
("WANdisco" or the "Company")
Result of Placing
WANdisco plc (AIM: WAND), the LiveData company for machine
learning and AI, is pleased to announce that further to yesterday's
announcement made in relation to the proposed placing of new
ordinary shares (the "Placing"), it has successfully raised gross
proceeds of approximately $25 million in an oversubscribed placing
and a subscription of in aggregate 3,100,000 new ordinary shares of
10 pence each in the Company comprising 2,362,515 placing shares
and 737,485 direct subscription shares (the "New Ordinary Shares"),
at a price of 650 pence per share (the "Placing Price") (the
Placing and the subscription collectively the "Fundraising"). As
investor demand exceeded the gross proceeds raised, a scaling back
exercise has taken place.
The New Ordinary Shares to be issued represent approximately 6.4
per cent. of the Company's existing issued ordinary share capital.
The Placing Price represents a discount of approximately 12.2 per
cent. to the Company's closing share price on 11 June 2020.
Stifel Nicolaus Europe Limited ("Stifel") and Beech Hill
Securities Inc ("Beech Hill") acted as joint bookrunners (together
the "Bookrunners") in relation to the Placing.
Posting of Circular and Notice of General Meeting
The completion of the Fundraising requires the approval of
shareholders to give the Board authority to issue the New Ordinary
Shares and to disapply pre-emption rights in connection with the
issue of such New Ordinary Shares. Accordingly, the Company will
shortly publish a circular (the "Circular"), providing notice to
convene a general meeting to be held on 29 June 2020 (the "General
Meeting").
The Board unanimously considers that the Fundraising and the
resolutions to be proposed at the General Meeting are in the best
interests of the Company and its shareholders as a whole.
Accordingly, the Board recommends that shareholders vote in favour
of the resolutions to be proposed at the General Meeting, as the
Directors intend to do in relation to their own and associated
holdings of 5,168,787 Ordinary Shares in total, representing
approximately 10.7 per cent. of the existing ordinary share
capital.
Admission
Application for the New Ordinary Shares to be admitted to
trading on AIM ("Admission") will be made in due course. It is
currently expected that settlement of all of the New Ordinary
Shares and Admission will take place at 8.00 a.m. on 30 June 2020.
The Fundraising is conditional upon, inter alia, Admission becoming
effective, receiving shareholder approval to issue the New Ordinary
Shares at the General Meeting and the Placing Agreement becoming
unconditional and not being terminated in accordance with its
terms.
A GBP to USD to exchange rate of 1.2600 has been used in this
announcement unless otherwise stated.
Total voting rights
The New Ordinary Shares will, when issued, rank pari passu in
all respects with, and will carry the same voting and dividend
rights as the existing ordinary shares. Following Admission of the
New Ordinary Shares, the Company's enlarged issued share capital
will comprise 51,342,324 voting ordinary shares. The aforementioned
figure of 51,342,324 voting ordinary shares 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 change in the interest in, the share capital of the
Company under the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules.
For further information, please contact:
WANdisco plc Via FTI Consulting
David Richards, Chief Executive Officer
and Chairman
Erik Miller, Chief Financial Officer
FTI Consulting +44 (0)20 3727 1137
Matt Dixon / Chris Birt / Kwaku Aning
Stifel (Nomad and Joint Bookrunner) +44 (0)20 7710 7600
Fred Walsh / Rajpal Padam
Beech Hill Securities (Joint Bookrunner) +1 212 350 7200
Thomas Lawrence
Dealing codes
Ticker: WAND
ISIN for the New Ordinary Shares: JE00B6Y3DV84
SEDOL for the New Ordinary Shares: B6Y3DV8
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 (" MAR ").
Upon the publication of this announcement, this inside information
is now considered to be in the public domain. The person
responsible for arranging for the release of this announcement on
behalf of WANdisco is David Richards, Chief Executive Officer and
Chairman of WANdisco.
About WANdisco:
WANdisco is the LiveData Company for machine learning and AI.
WANdisco solutions enable enterprises to create an environment
where data is always available, accurate and protected, creating a
strong backbone for their IT infrastructure and a bedrock for
running consistent, accurate machine learning applications. With
zero downtime and zero data loss, WANdisco Fusion keeps
geographically dispersed data at any scale consistent between
on-premises and cloud environments allowing businesses to operate
seamlessly in a hybrid or multicloud environment. WANdisco has over
a hundred customers and significant go-to-market partnerships with
Microsoft Azure, Amazon Web Services, Google Cloud, Oracle, and
others as well as OEM relationships with IBM and Alibaba.
For more information on WANdisco, visit
http://www.wandisco.com.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia). The New Ordinary
Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "US Securities Act")
or with any securities regulatory authority of any state or
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. There will be no public
offering of securities in the United States.
This Announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results. By
their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances
which are beyond the control of the Company, including amongst
other things, United Kingdom domestic and global economic business
conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental
and regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on the Company's profitability and ability to access
capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
Solely for the purposes of Article 9(8) of Commission Delegated
Directive 2017/593 (the "Delegated Directive") regarding the
responsibilities of Manufacturers under the Product Governance
requirements contained within: (a) Directive 2014/65/EU on markets
in financial instruments, as amended ("MiFID II"); (b) Articles 9
and 10 of the Delegated Directive; and (c) local implementing
measures (the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise which any "manufacturer" (for the purposes of
the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Ordinary Shares have been subject to a
product approval process, which has determined that the Ordinary
Shares are (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
Distributors (as defined within the MiFID II Product Governance
Requirements) should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their
investment; the Ordinary Shares offer no guaranteed income and no
capital protection; and an investment in Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the proposed placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, the
Bookrunners will only procure investors who meet the criteria of
professional clients and eligible counterparties. For the avoidance
of doubt, the Target Market Assessment does not constitute: (a) an
assessment of suitability of appropriateness for the purposes of
MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to the Ordinary Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the Ordinary Shares and determining appropriate
distribution channels.
Stifel is regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom and is acting exclusively for the
Company and no one else in connection with the Placing, and Stifel
will not be responsible to anyone (including any purchasers of the
New Ordinary Shares) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
Beech Hill is regulated by the SEC and the Financial Industry
Regulatory Authority in the United States of America and is acting
exclusively for the Company and no one else in connection with the
Placing, and Beech Hill will not be responsible to anyone
(including any purchaser of the New Ordinary Shares) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Placing or any other
matters referred to in this Announcement.
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 Stifel or Beech Hill or by any of its
respective affiliates or agents 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.
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
ROIEAAKFFSDEEAA
(END) Dow Jones Newswires
June 12, 2020 02:00 ET (06:00 GMT)
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