TIDMWATR
RNS Number : 2875F
Water Intelligence PLC
15 July 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION 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 OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
Water Intelligence plc
("Water Intelligence" or the "Company")
Completion of Fundraise
PDMR Dealing
Water Intelligence, a leading provider of minimally-invasive
leak detection and remediation services for both potable and
non-potable water infrastructure, announces that, further to the
Company's announcement yesterday and, as a result of significant
institutional demand, the Company is pleased to have increased the
size of the Fundraising to raise gross proceeds of approximately
$10.2 million (GBP7.4 million) to help accommodate an
oversubscribed placing and subscription, through the issue of an
aggregate of 801,305 New Ordinary Shares at a price of 920 pence
($12.71) per Ordinary Share (the "Issue Price").
The Fundraising comprised the Placing of 547,136 New Ordinary
Shares to raise approximately $7.0 million (GBP5.0 million) and the
subscription for 254,169 New Ordinary Shares to raise a total of
approximately $3.2 million (GBP2.4 million).
Like previous fundraisings, the Company has blended in new
institutional investors while continuing to receive additional
investment from most of its existing institutional investors and
high net worth investor base on both sides of the Atlantic.
As announced earlier today, the net proceeds of the Fundraising
will be used to provide working capital to fuel further momentum in
growth for 2021 and beyond based on the Group's core drivers and
five-year growth plan. Since 2016, the Group has grown at a CAGR of
33% in terms of revenues and 53% in terms of profits before tax,
including as recorded in the Group's 2020 accounts, 17% growth in
revenue and 78% growth in profits before tax during Covid-19. As
provided in April's trading update, 2021 has begun with a further
acceleration of that growth trajectory.
Global market demand for water and wastewater infrastructure
services is growing rapidly due to a number of factors: the need
for "essential services" with respect to water and wastewater
during Covid-19; adverse impact of climate change on water
infrastructure, such as from droughts in the western US and flash
freezes in the southern US; increased government spending for water
infrastructure in various geographies around the world such as the
US, particularly highlighted in the American Jobs Act, and the UK.
The Group intends to deploy the proceeds from the Fundraising to
accelerate market capture.
As part of the Fundraising, Dr. Patrick DeSouza, Executive
Chairman of the Company, and persons closely associated with him,
have agreed to (i) exercise 80,000 options over Ordinary Shares and
(ii) pay in full for 120,000 Partly Paid Shares; and certain
employees have agreed to exercise 50,000 options over Ordinary
Shares ("Exercise Shares") and, instead of receiving these New
Ordinary Shares, have instructed the Company to sell them into the
Fundraising to incoming investors at the Issue Price.
Save as otherwise defined, capitalised terms used in this
announcement have the meanings given to them in the announcements
released by the Company at 7.00 a.m. and 12.00 p.m. on 14 July
2021.
Dr. Patrick DeSouza, Executive Chairman of Water Intelligence,
commented:
"We are delighted and appreciate very much that our current
institutional and high net worth shareholders in the US, UK, Canada
and Germany have increased their support as we accelerate our
growth plan. We are also exceptionally pleased to welcome a leading
Swedish fund to our shareholder base. We are on a mission to help
provide leadership for the Green Economy and will continue both to
expand our international investor base and to build a global brand
around our water and wastewater infrastructure solutions.
We are executing well as we head into 2H and will be providing a
1H trading update in the near term. Global market demand for
solutions to deteriorating water infrastructure is growing rapidly
as the price of water rises and saliency of wastewater problems for
public health become more manifest. Our residential, insurance,
property management and municipal customer base is expanding and we
will be applying proceeds from this round to meet increased demand
across the US, UK, Australia and Canada."
Director Shareholdings
Patrick DeSouza, and persons closely associated with him, have
(i) exercised 80,000 options over Ordinary Shares at a blended
exercise price of $0.99 and (ii) paid in full 120,000 Partly Paid
Shares at $1.07. These will be sold immediately at the Issue Price
to incoming investors.
Following the above transactions Patrick DeSouza's interest in
the voting rights of the Company will be 4,867,110 (split as to
2,787,110 Ordinary Shares and 2,080,000 Partly Paid Shares),
equivalent to 26.49% of the issued share capital of the Company, at
Admission.
In addition, Dan Ewell and Laura Hills, directors of the Company
have agreed to acquire 11,011 Ordinary Shares and 1,966 Ordinary
Shares respectively at a price of 920 pence from an employee who
exercised options over Ordinary Shares. Following such
acquisitions, Mr. Ewell's interest in the voting rights of the
Company will be 30,524, equivalent to 0.17% of the enlarged share
capital of the Company, as at Admission and Ms Hills' interest in
the voting rights of the Company will be 116,196, equivalent to
0.63% of the enlarged share capital of the Company, as at
Admission.
Admission and Total Voting Rights
Application has been made for the New Ordinary Shares to be
admitted to trading on the AIM market ("AIM") of the London Stock
Exchange. Admission is expected to occur on or around 8.00 a.m. on
19 July 2021. Settlement for the New Ordinary Shares is expected to
take place on 19 July 2021. The Fundraising is conditional on,
among other things, Admission becoming effective and the placing
agreement between the Company and the Bookrunners being entered
into and not being terminated in accordance with its terms.
Upon Admission, the issued share capital of the Company is
18,410,248 shares, divided into 16,330,248 ordinary shares of 1
penny each which are admitted to trading on AIM and which entitle
the holder to 1 vote per ordinary share; 2,080,000 B Shares of 1
penny each which are not admitted to trading on AIM, but do still
entitle the holder to 1 vote per ordinary share, but no economic
rights; and 36,500 Ordinary Shares held by the Company in Treasury.
Accordingly, the Company's total voting rights are 18,373,748
shares. This total voting rights number may be used by shareholders
at Admission 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 FCA's
Disclosure Guidance and Transparency Rules.
The New Ordinary Shares, when issued, will be fully paid and
will 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 issue.
Enquiries:
Water Intelligence plc
Patrick DeSouza (Executive Chairman) Tel: +1 203 654
5426
WH Ireland Limited
Adrian Hadden Tel: 020 7220 1666
James Sinclair-Ford
Matthew Chan
Dowgate Capital Limited Tel: 020 3903 7715
Stephen Norcross
The information communicated in this announcement contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No. 596/2014.
1. Details of the PDMR / person closely associated
a) Name Patrick DeSouza
------------------------- ---------------------------
2. Reason for the notification
------------------------------------------------------
a) Position Executive Chairman
/ status
------------------------- ---------------------------
b) Initial notification Initial notification
/ amendment
------------------------- ---------------------------
3. Details of the issuer, emission allowance
market participant, auction platform,
auctioneer or auction monitor
------------------------------------------------------
a) Name Water Intelligence plc
------------------------- ---------------------------
b) LEI 213800AL3BNXJ1HQLP10
------------------------- ---------------------------
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 Partly Paid Shares
of the financial Ordinary Shares
instrument, GB00BZ973D04
type of instrument
Identification
code
------------------------- ---------------------------
b) Nature of Payment in Full of Partly
the transaction Paid Shares
Sale of Ordinary Shares
------------------------- ---------------------------
c) Price(s) 120,000 Partly Paid Shares
and volume(s) paid in full at 85p
120,000 Ordinary Shares
sold at 920p
------------------------- ---------------------------
d) Aggregated See above
information
* Aggregated volume
* Price
------------------------- ---------------------------
e) Date of the 14 July 2021
transaction
------------------------- ---------------------------
f) Place of London Stock Exchange,
the transaction AIM Market
------------------------- ---------------------------
1. Details of the PDMR / person closely associated
a) Name Frances DeSouza
------------------------- ----------------------------
2. Reason for the notification
-------------------------------------------------------
a) Position Spouse of Patrick deSouza
/ status
------------------------- ----------------------------
b) Initial notification Initial notification
/ amendment
------------------------- ----------------------------
3. Details of the issuer, emission allowance
market participant, auction platform,
auctioneer or auction monitor
-------------------------------------------------------
a) Name Water Intelligence plc
------------------------- ----------------------------
b) LEI 213800AL3BNXJ1HQLP10
------------------------- ----------------------------
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 Option over Ordinary Shares
of the financial Ordinary Shares
instrument, GB00BZ973D04
type of instrument
Identification
code
------------------------- ----------------------------
b) Nature of Exercise of options
the transaction Sale of Ordinary Shares
------------------------- ----------------------------
c) Price(s) 30,000 Options exercised
and volume(s) at $1.14
30,000 Options exercised
at $0.67
20,000 Options exercised
at $1.24
80,000 Ordinary Shares
sold at 920p
------------------------- ----------------------------
d) Aggregated See above
information
* Aggregated volume
* Price
------------------------- ----------------------------
e) Date of the 14 July 2021
transaction
------------------------- ----------------------------
f) Place of London Stock Exchange,
the transaction AIM Market
------------------------- ----------------------------
1. Details of the PDMR / person closely associated
a) Name Laura Hills
------------------------- -------------------------------
2. Reason for the notification
----------------------------------------------------------
a) Position Executive Director
/ status
------------------------- -------------------------------
b) Initial notification Initial notification
/ amendment
------------------------- -------------------------------
3. Details of the issuer, emission allowance
market participant, auction platform,
auctioneer or auction monitor
----------------------------------------------------------
a) Name Water Intelligence plc
------------------------- -------------------------------
b) LEI 213800AL3BNXJ1HQLP10
------------------------- -------------------------------
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 Ordinary Shares
of the financial GB00BZ973D04
instrument,
type of instrument
Identification
code
------------------------- -------------------------------
b) Nature of Acquisition of Ordinary
the transaction Shares
------------------------- -------------------------------
c) Price(s) 1,966 Ordinary Shares acquired
and volume(s) at 920p
------------------------- -------------------------------
d) Aggregated See above
information
* Aggregated volume
* Price
------------------------- -------------------------------
e) Date of the 14 July 2021
transaction
------------------------- -------------------------------
f) Place of London Stock Exchange,
the transaction AIM Market
------------------------- -------------------------------
1. Details of the PDMR / person closely associated
a) Name Dan Ewell
------------------------- ------------------------
2. Reason for the notification
---------------------------------------------------
a) Position Non-Executive Director
/ status
------------------------- ------------------------
b) Initial notification Initial notification
/ amendment
------------------------- ------------------------
3. Details of the issuer, emission allowance
market participant, auction platform,
auctioneer or auction monitor
---------------------------------------------------
a) Name Water Intelligence plc
------------------------- ------------------------
b) LEI 213800AL3BNXJ1HQLP10
------------------------- ------------------------
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 Ordinary Shares
of the financial GB00BZ973D04
instrument,
type of instrument
Identification
code
------------------------- ------------------------
b) Nature of Acquisition of Ordinary
the transaction Shares
------------------------- ------------------------
c) Price(s) 11,011 Ordinary Shares
and volume(s) acquired at 920p
------------------------- ------------------------
d) Aggregated See above
information
* Aggregated volume
* Price
------------------------- ------------------------
e) Date of the 14 July 2021
transaction
------------------------- ------------------------
f) Place of London Stock Exchange,
the transaction AIM Market
------------------------- ------------------------
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END
MSCUSAKRASUBAAR
(END) Dow Jones Newswires
July 15, 2021 02:00 ET (06:00 GMT)
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