TIDMWAND
RNS Number : 0692F
WANdisco Plc
05 July 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
5 July 2023
WANdisco plc
Update to Fundraise Timetable
Further to the announcement of 4 July 2023, WANdisco plc (the
"Company" and together with its subsidiaries, "WANdisco" or the
"Group") (LSE: WAND), the data activation platform, hereby provides
an update on the timetable associated with its $30 million
fundraise.
In working to complete the fundraise process, the Company has
encountered the requirement under Jersey law to seek further
shareholder approval to increase its authorised share capital in
order to issue the Offer Shares pursuant to the Fundraise.
Completion of this step, as explained below, means settlement of
the Fundraise and Admission are now expected to take place on 25
July 2023, subject to the passing of the necessary resolution by
shareholders.
Requirement for General Meeting
Under the Company's Memorandum and pursuant to the Companies
(Jersey) Law 1991 as amended, the authorised share capital of the
company is GBP10,000,000 divided into 100,000,000 Ordinary Shares
of GBP0.10 each. Following the Fundraise the Company's enlarged
issued ordinary share capital would amount to 114,725,069 Ordinary
Shares. If all Offer Shares were issued, this would exceed the
Company's authorised share capital by 14,725,069 Ordinary Shares,
rendering those excess Ordinary Shares invalid.
Consequently, the Company proposes to increase its authorised
share capital limit set out in its Memorandum from GBP10,000,000
divided into 100,000,000 Ordinary Shares of GBP0.10 each to
GBP30,000,000 divided into 300,000,000 Ordinary Shares of GBP0.10
each. The Company will convene a general meeting for 10.00 a.m. on
24 July 2023 ("General Meeting") at which a special resolution to
effect the required increase to the Company's authorised share
capital and amend its Memorandum will be proposed (the
"Resolution"). The Company's existing shareholder authorities do
not provide the directors of the Company with sufficient power to
allot and issue all the newly authorised Ordinary Shares. A Notice
of General Meeting will be posted to shareholders later today.
Amendment to Placing Agreement
Placees are advised that the Joint Bookrunners and the Company
have today amended the Placing Agreement to extend the long-stop
date for completion of the Placing from 14 July 2023 to 31 July
2023 and to add further conditions under the Placing Agreement,
including that the Resolution is passed. The Fundraise, which is
not underwritten, remains conditional on, among other things, the
publication of the Company's FY 2022 audited report and accounts
and the lifting of the suspension of the Ordinary Shares to trading
on AIM. The updated anticipated timetable for the Fundraise is set
out below.
Save where changes to the Terms of Placing (set out in Appendix
1 of the Launch Announcement of 3 July 2023) are required to
reflect the new timetable below, all other terms and conditions of
the Placing remain the same including that the Fundraise remains
conditional on, among other things, the lifting of the
Suspension.
The Joint Bookrunners will communicate with all Placees
immediately following this announcement. The Company shall also be
communicating with the Direct Subscribers.
FY Audited Results
In the coming days, the Company expects to publish its audited
FY22 audited financial results on a going concern basis subject to
the successful completion of the Fundraise.
Updated Timetable for the Fundraise
Notice of General Meeting published 5 July 2023
General Meeting
10.00 a.m. on 24 July 2023
Suspension lifted on Ordinary Shares 7.30 a.m. on 25 July
2023
Admission and commencement of dealing in the Offer Shares 8.00
a.m. on or around 25 July 2023
CREST accounts to be credited with Offer Shares 8.00 a.m. on or
around 25 July 2023
Each of the times and dates in this announcement refer to London
time and are subject to change. Any such change will be notified to
Shareholders by an announcement on a Regulatory Information
Service.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Company's Launch
Announcement of 3 July 2023, unless context provides otherwise.
This Announcement is released by WANdisco plc and contains
inside information for the purposes of Article 7 of the UK Market
Abuse Regulation and is disclosed in accordance with the Company's
obligations under Article 17 of the UK Market Abuse Regulation.
The person responsible for arranging the release of this
announcement on behalf of WANdisco plc is Larry Webster, Company
Secretary.
For further information, please contact:
FTI Consulting
Matt Dixon / Rob Mindell / Kwaku +44 (0)20 3727
Aning 1137
Stifel (Nomad and Joint Broker)
Fred Walsh / Richard Short / Tom +44 (0)20 7710
Marsh 7600
Liberum (Joint Broker) + 44 (0)20 3100
Max Jones / Ben Cryer / Miquela Bezuidenhoudt 2000
IMPORTANT INFORMATION
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IT IS RESTRICTED
AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
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, Canada, Australia, Japan or the Republic of South Africa or
any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares is being made in any such
jurisdiction.
No action has been taken by the Company, the Joint Bookrunners
or any of their respective affiliates, or any person acting on its
or their behalf that would permit an offer of the Placing Shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company, the Joint Bookrunners to inform themselves about, and to
observe, such restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this announcement and no such
prospectus is required (in accordance with Regulation (EU) No
2017/1129 (as amended) (the "EU Prospectus Regulation") or the EU
Prospectus Regulation as it forms part of UK domestic law by virtue
of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation")) to be published. Persons needing advice should
consult a qualified independent legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
The securities referred to herein have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or with any securities regulatory authority of
any State or other jurisdiction of the United States, and may not
be offered, sold or transferred, directly or indirectly, in or into
the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with the securities laws of any
State or any other jurisdiction of the United States. Accordingly,
the Placing Shares will be offered and sold only (i) outside of the
United States in "offshore transactions" (as such term is defined
in Regulation S under the Securities Act ("Regulation S")) pursuant
to Regulation S and otherwise in accordance with applicable laws;
and (ii) in the United States to persons who are "qualified
institutional buyers" (as defined in Rule 144A under the Securities
Act) ("QIBs") and who have executed and delivered to the Company
and the Joint Bookrunners a US investor letter substantially in the
form provided to it, in each case, pursuant to an exemption from,
or in a transaction not subject to, registration under the
Securities Act. No public offering of the Securities will be made
in the United States or elsewhere.
The Placing has not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission
in the United States or any US regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of
the Placing, or the accuracy or adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
This announcement has not been approved by the London Stock
Exchange.
Members of the public are not eligible to take part in the
Placing. This announcement is directed at and is only being
distributed to: (a) if in a member state of the European Economic
Area (the "EEA"), qualified investors ("Qualified Investors")
within the meaning of Article 2(e) of the EU Prospectus Regulation;
(b) if in the United Kingdom, qualified investors within the
meaning of Article 2(e) of the UK Prospectus Regulation who are
also (i) persons having professional experience in matters relating
to investments who fall within the definition of "investment
professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"); or (ii) high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2)(a) to (d) of the Order ("UK Qualified
Investors"); or (c) other persons to whom it may otherwise be
lawfully communicated (all such persons together being "Relevant
Persons").
This announcement must not be acted on or relied on by persons
who are not Relevant Persons. Persons distributing this
announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this announcement
relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares and the Placing Shares have not
been, nor will they be, registered under or offered in compliance
with the securities laws of any state, province or territory of
Australia, Canada, Japan or the Republic of South Africa.
Accordingly, the Placing Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction in which such activities would be unlawful.
Certain statements contained in this announcement constitute
"forward-looking statements" with respect to the financial
condition, results of operations and businesses and plans of the
Company and the Group. Words such as "believes", "anticipates",
"estimates", "expects", "intends", "plans", "aims", "potential",
"will", "would", "could", "considered", "likely", "estimate" and
variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements
but are not the exclusive means of identifying such statements.
These statements and forecasts involve risk and uncertainty because
they relate to events and depend upon future circumstances that
have not occurred. There are a number of factors that could cause
actual results or developments to differ materially from those
expressed or implied by these forward-looking statements and
forecasts. As a result, the Group's actual financial condition,
results of operations and business and plans may differ materially
from the plans, goals and expectations expressed or implied by
these forward-looking statements. No representation or warranty is
made as to the achievement or reasonableness of, and no reliance
should be placed on, such forward-looking statements. The
forward-looking statements contained in this announcement speak
only as of the date of this announcement. The Company, its
directors, the Joint Bookrunners, their respective affiliates and
any person acting on its or their behalf each expressly disclaim
any obligation or undertaking to update or revise publicly any
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required to do so by applicable
law or regulation, the FCA or the London Stock Exchange.
Each Joint Bookrunner is authorised and regulated in the United
Kingdom by the FCA. Each Joint Bookrunner acting exclusively for
the Company and no one else in connection with the Placing, the
contents of this announcement or any other matters described in
this announcement. Neither Joint Bookrunner will regard any other
person as its client in relation to the Placing, the content of
this announcement or any other matters described in this
announcement and will not be responsible to anyone (including any
Placees) other than the Company for providing the protections
afforded to its clients or for providing advice to any other person
in relation to the Placing, the content of this announcement or any
other matters referred to in this announcement.
This announcement has been issued by and is the sole
responsibility of the Company. 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 either
Joint Bookrunner or by any of its affiliates or any person acting
on its or their behalf 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 announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. Any indication in this announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. The price of shares
and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal
of the shares. Past performance is no guide to future performance.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. The contents
of this announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
No statement in this announcement is intended to be a profit
forecast or profit estimate for any period, and no statement in
this announcement should be interpreted to mean that earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company for the current or future financial years
would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations
or free cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an
exemption under the UK Prospectus Regulation or the EU Prospectus
Regulation from the requirement to produce a prospectus. This
announcement is being distributed and communicated to persons in
the UK only in circumstances to which section 21(1) of the
Financial Services and Markets Act, 2000, as amended does not
apply.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement.
This announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
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END
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