TIDMWAND
RNS Number : 9346T
WANdisco Plc
23 July 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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART,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.
23 July 2020
WANdisco plc
("WANdisco" or the "Company")
Proposed Director Dealings and Issue of Equity
Certain Directors and employees of the Company (together, the
"Selling Shareholders"), have today indicated their intention to
sell up to approximately 993,758 ordinary shares in the Company at
500 pence per share ("Vendor Placing") following the release of
Restricted Stock Units ("RSUs") vesting under the Company's options
schemes (together, the "Vendor Placing Shares"), representing up to
approximately 1.9 per cent. of the Company's existing issued
ordinary share capital.
A full schedule of the Selling Shareholders that are persons
discharging managerial responsibilities ("PDMR") can be found at
the base of this announcement. Under the Vendor Placing, the PDMRs
are intending to sell up to 514,104 ordinary shares and the other
employees up to 479,654 ordinary shares. The PDMR's have advised
the Company that their sales of ordinary shares in the Company are
in part to cover their costs of the RSU release and associated
taxes and that they intend to retain 25 per cent. of vested post
tax shares. Following the sale, they would in aggregate hold
4,698,899 ordinary shares, representing 9.2 per cent. of the
Company's existing issued ordinary share capital (an increase from
9.1 per cent.).
The Selling Shareholders that are PDMRs have undertaken that,
without the prior written consent of Stifel Nicolaus Europe Limited
("Stifel"), neither they, nor any persons closely associated with
them, will dispose of any further ordinary shares for a period of
six months after completion of the sale (subject to customary
exceptions).
It is intended that the Vendor Placing Shares will be offered to
certain institutional investors.
The results of the Vendor Placing will be announced as soon as
practicable.
Schedule of the Company's PDMRs intending to sell ordinary
shares in the Vendor Placing:
PDMR Role
David Richards Chairman, CEO and Co-founder
Yeturu Aahlad Chief Scientist, Inventor & Co-Founder (Director)
Erik Miller Chief Financial Officer
Bob Corey Non-executive Director
Karl Monaghan Non-executive Director
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) +44 (0)20 7710 7600
Fred Walsh / Rajpal Padam
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 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 additional information, please visit www.wandisco.com
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR").
Market Soundings, as defined in MAR, were taken in respect of the
proposed Vendor 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.
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 Vendor Placing
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, and Stifel will not be responsible to
anyone (including any purchasers of the Vendor Placing Shares)
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Vendor
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 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
DSHPPUCPMUPUGAW
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July 23, 2020 11:28 ET (15:28 GMT)
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