TIDMWATR
RNS Number : 4017C
Water Intelligence PLC
19 October 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) 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, is pleased to confirm that,
further to the Company's announcement on Friday, 16 October 2020,
it has raised $4.83 million (GBP3.74 million) (the "Fundraising")
in a limited, oversubscribed placing and subscription, through the
issue of an aggregate of 787,896 new ordinary shares of one penny
each in the capital of the Company ("Ordinary Shares") at a price
of 475 pence per Ordinary Share (the "Issue Price"). Together with
the Company's new, expanded credit facilities and existing cash on
the balance sheet, Water Intelligence will have approximately $20
million in capital to accelerate its growth strategy.
Given strong global demand for its water infrastructure
offerings as an "essential service provider" during Covid, Water
Intelligence expects to put capital to work throughout 4Q to
further add to its growth momentum.
The Fundraising is comprised of a placing (the "Placing") of
667,951 new Ordinary Shares ("Placing Shares") to raise $4.10
million and a subscription (the "Subscription") of 119,945 Ordinary
Shares ("Subscription Shares") to raise a total of approximately
$0.74 million.
Like previous fundraisings, the Company has blended in two new
institutional investors while continuing to receive additional
investment from its existing institutional investors and high net
worth investor base on both sides of the Atlantic.
As set forth in the launch announcement on 16 October 2020, the
Company has also amended and expanded its credit facilities
reducing the cost of existing debt over the next five years and
creating new availability of $8 million. The $8 million expansion
of its credit facilities and the $4.8 million Fundraising coupled
with approximately $6.5 million of cash on its balance sheet as of
the end of 3Q and organic growth of cash throughout the year,
provides Water Intelligence with approximately $20 million in
capital with which to execute its next five year growth plan that
was previously announced. Last week, the Company provided a strong
3Q Trading Update showing accelerating growth and on target to
exceed profit expectations for the full year.
The Fundraise, expansion of Credit Facilities and growth of
organic cash enable Water Intelligence fuel its core drivers of (i)
strong global demand for water infrastructure solutions and the
Company operating as an "essential service provider" during Covid;
(ii) national accounts, especially insurance, that map to the
Company's 140+ locations and feed recurring income; and (iii)
reacquisitions of selective franchisees to add critical mass of
revenue and profits and installed operations. The Company expects
to provide leadership for ESG stakeholders given its receipt of the
Green Economy Mark from the London Stock Exchange.
As part of the fundraise, Patrick DeSouza, executive chairman of
the Company, and persons closely associated with him, have agreed
to sell 55,000 Ordinary Shares and also to (i) exercise 25,000
options over Ordinary Shares and (ii) pay in full for 300,000
Partly Paid Shares; and certain employees have agreed to exercise
17,500 options over Ordinary Shares ("Exercise Shares") and all
have agreed to sell these to incoming investors at the Issue Price
(the Placing Shares, Subscription Shares and Exercise Shares,
together the "New Ordinary Shares") (the "Share Transaction").
Michael Reisman and Laura Hills each purchased 6,527 newly
issued Ordinary Shares through the Subscription.
Capitalised terms used in this announcement shall, unless
defined in this announcement or unless the context provides
otherwise, bear the same meaning ascribed to such terms in the
announcement made by the Company on 16 October 2020 to announce the
launch of the Fundraising.
Dr. Patrick DeSouza, Executive Chairman of Water Intelligence,
commented:
"We are delighted that investors on both sides of the Atlantic
have continued to support us in growing the Company. We welcome our
new institutional investors who have expressed an interest in
helping us grow the business. Moreover, we are especially grateful
for the continued confidence that essentially all of our current
institutional and high net worth investors have shown in us by
reinvesting round after round. Thank you. We take our mission to
return shareholder value quite seriously and we remain ambitious
with our growth targets.
We now have approximately $20 million of capital to put to work.
As announced previously, we have launched our next five-year growth
plan with the determination to surpass $250 million in total gross
sales (franchise and corporate). We expect to execute relentlessly
on our key growth drivers by adding national insurance and property
management accounts to grow our entire System. We also believe that
selective franchise reacquisitions will add value to regional
execution and add a critical mass of additional revenue and profits
to the Company. Finally, we do have an exciting set of new
proprietary products that will sustain our growth and enable us to
capture more of a global market for water infrastructure
services.
We are on a mission to provide valuable water and wastewater
infrastructure services while consumers and local authorities
navigate the realities of Covid. We will continue to distinguish
ourselves in the marketplace."
Director Shareholdings
Patrick DeSouza, and persons closely associated with him, have
(i) exercised 25,000 options over Ordinary Shares at an exercise
price of $1.24 and (ii) paid in full 300,000 Partly Paid Shares at
85 pence. These will be sold these immediately at the Issue Price
to incoming investors.
Following the above transactions and the issue of the Partly
Paid Shares to Patrick DeSouza, his interest in the voting rights
of the Company will be 4,987,110 (split as to 2,767,110 Ordinary
Shares and 2,200,000 Partly Paid Shares), equivalent to 28.28% of
the issued share capital of the Company, at Admission.
Non-Executive Directors Michael Reisman and Laura Hills have
converted their respective 2020 director fees into newly issued
ordinary shares for 6,527 Ordinary Shares each, pursuant to the
Subscription. Following the Fundraising, Mr. Reisman will hold
184,126 Ordinary Shares, representing 1.04% of the issued share
capital of the Company, at Admission and Laura Hills will hold
120,757 Ordinary Shares, representing 0.68% of the issued share
capital of the Company, at Admission.
Admission and Total Voting Rights
Application will be made for the New Ordinary Shares to be
admitted to trading on the AIM market ("AIM") of London Stock
Exchange plc (the "London Stock Exchange"), ("Admission").
Admission is expected to occur on or around 8.00 a.m. on 26 October
2020. Settlement for the New Ordinary Shares is expected to take
place on 26 October 2020. The Fundraising is conditional on, among
other things, Admission becoming effective and the placing
agreement between the Company and the Joint Brokers (the "Placing
Agreement") being entered into and not being terminated in
accordance with its terms.
Upon Admission, the issued share capital of the Company is
17,634,784 shares, divided into 15,434,784 ordinary shares of 1
penny each which are admitted to trading on AIM and which entitle
the holder to one vote per ordinary share; 2,200,000 B Ordinary
Shares of 1 penny each which are not admitted to trading on AIM,
but do still entitle to holder to one vote per ordinary share, but
no economic rights; and 65,538 Ordinary Shares held by the Company
in Treasury. Accordingly, the Company's total voting rights are
17,634,784 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
Adrian Hargrave (VP, Corporate Development) 5426
Tel: +44 (0)7775
701 838
Dowgate Capital Limited (Financial Adviser Tel: +44(0)7920
and Joint Broker) 599 793
Stephen Norcross
WH Ireland Limited (Nomad and Joint Broker)
Adrian Hadden Tel: +44 (0)20 7220
James Sinclair-Ford 1666
Matthew Chan
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 Issue of Partly Paid Shares
the transaction Payment in Full of Partly
Paid Shares
Sale of Ordinary Shares
------------------------- ----------------------------
c) Price(s) 300,000 Partly Paid Shares
and volume(s) at 1p each
300,000 Partly Paid Shares
paid in full at 85p
355,000 Ordinary Shares
sold at 475p
------------------------- ----------------------------
d) Aggregated See above
information
* Aggregated volume
* Price
------------------------- ----------------------------
e) Date of the 19 October 2020
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
------------------------- ----------------------------
c) Price(s) 25,000 Options exercised
and volume(s) at $1.24
25,000 Ordinary Shares
sold at 475p
------------------------- ----------------------------
d) Aggregated See above
information
* Aggregated volume
* Price
------------------------- ----------------------------
e) Date of the 19 October 2020
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 PDMR
/ 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
instrument,
type of instrument GB00BZ973D04
Identification
code
------------------------- -----------------------------
b) Nature of Issue of Ordinary Shares
the transaction in lieu of Director's fee
------------------------- -----------------------------
c) Price(s) 6,527 Ordinary Shares issued
and volume(s) at 475 pence per share
------------------------- -----------------------------
d) Aggregated See above
information
* Aggregated volume
* Price
------------------------- -----------------------------
e) Date of the 19 October 2020
transaction
------------------------- -----------------------------
f) Place of London Stock Exchange,
the transaction AIM Market
------------------------- -----------------------------
1. Details of the PDMR / person closely associated
a) Name Michael Reisman
------------------------- -----------------------------
2. Reason for the notification
--------------------------------------------------------
a) Position PDMR
/ 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
instrument,
type of instrument GB00BZ973D04
Identification
code
------------------------- -----------------------------
b) Nature of Issue of Ordinary Shares
the transaction in lieu of Director's fee
------------------------- -----------------------------
c) Price(s) 6,527 Ordinary Shares issued
and volume(s) at 475 pence per share
------------------------- -----------------------------
d) Aggregated N/A (single transaction)
information
* Aggregated volume
* Price
------------------------- -----------------------------
e) Date of the 19 October 2020
transaction
------------------------- -----------------------------
f) Place of London Stock Exchange,
the transaction AIM Market
------------------------- -----------------------------
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END
DSHUWUKRRNURAAA
(END) Dow Jones Newswires
October 19, 2020 02:00 ET (06:00 GMT)
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