TIDMWAND
RNS Number : 7243R
WANdisco Plc
10 March 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART,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 as retained as part of UK
law by virtue of the European Union (Withdrawal) Act 2018 as
amended. Upon the publication of this Announcement, this inside
information is now considered to be in the public domain.
10 March 2021
WANdisco plc
("WANdisco" or the "Company")
Result of Placing
WANdisco plc (AIM: WAND), the LiveData company, is pleased to
announce that further to yesterday's announcement made in relation
to the Proposed Placing and Subscription, the Bookbuild has closed
and the Company has conditionally raised gross proceeds of $12.46
million through the successful placing (the "Placing") of 804,972
new ordinary shares (the "Placing Shares") of 10 pence each in the
Company at the issue price of 446 pence per Ordinary Share (the
"Issue Price") together with the Subscription, representing
1,216,120 new ordinary shares at the Issue Price. As announced on 8
March, the Company raised a confirmed $30 million through a firm
subscription (the "Firm Subscription"), representing 4,864,480 new
ordinary shares at the Issue Price, resulting in total gross
proceeds of $42.46m.
The Placing Shares represent approximately 1.5 per cent. of the
Company's Existing Ordinary Shares. The Issue Price represents a
discount of approximately 0.4 per cent. to the Company's closing
share price on 9 March 2021 (being the latest practicable date
prior to this Announcement).
The new ordinary shares to be issue pursuant to the Placing and
$7.5 million of the amount raised by way of the Subscription,
representing 1,216,120 of the new ordinary shares (the "Conditional
Subscription"), together representing approximately 2,021,092 new
ordinary shares (the "New Ordinary Shares") are conditional, inter
alia, upon Shareholder approval being obtained at the General
Meeting expected to be held at 09:00 BST on 29 March 2021. The
amount of $30 million raised by way of the Subscription,
representing 4,864,480 new ordinary shares, will be issued
utilising the Company's existing shareholder authorities from its
2020 AGM, free of pre-emption rights (the "Firm Subscription").
Stifel Nicolaus Europe Limited ("Stifel") acted as sole
bookrunner in relation to the Placing.
Posting of Circular and Notice of General Meeting
The completion of the Placing and the Conditional Subscription
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 March 2021 (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 5,249,283 existing ordinary shares in total,
representing approximately 9.97 per cent. of the existing ordinary
share capital as at the date of this announcement.
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 1 April 2021.
The Placing and Conditional Subscription are 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 1.38277 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 59,498,595 voting ordinary shares. The aforementioned
figure of 59,498,595 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 Bookrunner) +44 (0)20 7710 7600
Fred Walsh / Richard Short
+44 (0) 7418 922 756 /
Equity Sales +44 (0) 7418 922 755
Dealing codes
Ticker: WAND
ISIN for the Placing Shares: JE00B6Y3DV84
SEDOL for the Placing Shares: B6Y3DV8
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR") as
retained as part of UK law by virtue of the European Union
(Withdrawal) Act 2018 as amended. Market Soundings, as defined in
MAR, were taken in respect of the proposed Placing with the result
that certain persons became aware of this inside information, as
permitted by 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. 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's products keep geographically dispersed data
at any scale consistent between on-premises and cloud environments
allowing businesses to operate seamlessly in a hybrid or
multi-cloud 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 Placing Shares and
the Subscription 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
Bookrunner 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 authorised and 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 Placing 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 by any of its 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.
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END
ROIEADDNELLFEAA
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March 10, 2021 02:00 ET (07:00 GMT)
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