TIDMWATR
RNS Number : 9537G
Water Intelligence PLC
07 March 2018
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 (AIM: WATR.L)
("Water Intelligence" or the "Company")
Completion of Fundraise
PDMR Dealing
Water Intelligence, a leading provider of non-invasive leak
detection and remediation services, is pleased to confirm that,
further to the Company's announcement earlier today, it has raised
GBP4.2 million (the "Fundraising") in an oversubscribed placing and
subscription, through the issue of an aggregate of 2,171,320 new
ordinary shares of one penny each in the capital of the Company
("Ordinary Shares") (including the issue out of treasury of 151,184
Ordinary Shares) at a price of 195 pence per Ordinary Share (the
"Issue Price").
The fundraising (the "Fundraising") comprised a placing (the
"Placing") of 1,846,154 new Ordinary Shares ("Placing Shares") to
raise GBP3.6 million and a subscription (the "Subscription") of
325,166 Ordinary Shares (including the issue of 151,184 Ordinary
Shares out of treasury) ("Subscription Shares") to raise a total of
GBP0.6 million. In addition, Patrick DeSouza, executive chairman of
the Company, has agreed to exercise 300,000 options over Ordinary
Shares ("Exercise Shares") and 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, directors of the
Company respectively purchased 7,379 and 22,136 newly issued
Ordinary Shares through the Subscription. Finally, David
Silverstone, a director sold 38,500 Ordinary Shares to incoming
investors at the Issue Price for tax purposes.
All terms used in this announcement are the same, unless
otherwise specified, as those in the Company's earlier announcement
today launching the Fundraising.
Dr. Patrick DeSouza, Executive Chairman of Water Intelligence,
commented:
"With this successful fundraise and the broadening of a high
quality investor base on both sides of the Atlantic, we have all
the components to create a valuable company: Strong global demand
for the critical problem of water loss and deteriorating
infrastructure; a scalable multinational growth plan; and
competitive advantages ranging from technology, to a $90 million
installed base of total franchisee and corporate sales and business
to business channels, such as insurance, that leverage that sales
footprint. And this round was complemented with an expanded credit
facility that preserves equity value. On behalf of our team, I am
grateful for the support, not only from investors from our last
round who are investing more, but also to our new investors with
whom we can create value and share this journey."
Director Shareholdings
As Indicated above, Patrick DeSouza has exercised 300,000
options over Ordinary Shares at a weighted average exercise price
of $0.87 and sold these immediately at the Issue Price. Following
the issue of the Partly Paid Shares, his interest in the voting
rights of the Company will be 4,192,110 (split as to 2,842,110
Ordinary Shares and 1,350,000 Partly Paid Shares), equivalent to
27.52% of the issued share capital of the Company, as enlarged by
the New Ordinary Shares and Partly Paid Shares.
David Silverstone, a director of the Company, sold 38,500
Ordinary Shares at the Issue Price in order to settle certain tax
liabilities. Following this sale of Ordinary Shares, he will no
longer have an interest in the voting rights of the Company.
Directors Michael Reisman and Laura Hills converted their
respective 2018 director fees into newly issued ordinary shares for
7,379 New Ordinary Shares each, pursuant to the Subscription. Ms.
Hills also purchased 14,757 New Ordinary Shares, pursuant to the
Subscription. Following the Fundraising, Mr. Reisman will hold
173,466 Ordinary Shares and Ms. Hills held 89,311 Ordinary Shares,
being respectively 1.14% and 0.59% of the issued share capital of
the Company, as enlarged by the New Ordinary Shares and Partly Paid
Shares.
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"). Settlement for the New Ordinary Shares and
Admission is expected to take place at 8.00 a.m. on 13 March 2018.
The Fundraising is conditional, among other things, upon Admission
becoming effective and the placing agreement between the Company
and finnCap (the "Placing Agreement") not being terminated in
accordance with its terms.
Following the Fundraising and including the issue of the Partly
Paid Shares, the issued share capital of the Company consists of
15,233,969 shares and is divided into 13,883,969 ordinary shares of
1 penny each which are admitted to trading on AIM, and 1,350,000
Partly Paid Shares of 1 penny each which are not admitted to
trading on AIM. All shares have equal voting rights. The Company's
total issued share capital figure is therefore 15,233,969 shares.
This number may be used by shareholders 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 FSA'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
finnCap Ltd
Adrian Hargrave / Giles Rolls / Tel: 020 7220
Alex Price (Corporate Finance) 0500
Stephen Norcross (Corporate Broking)
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 David Silverstone
--- ------------------------- -------------------------
2. Reason for the notification
--- ----------------------------------------------------
a) Position PDMR
/ status
--- ------------------------- -------------------------
b) Initial Initial notification
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 GB00BZ973D04
instrument
Identification
code
--- ------------------------- -------------------------
b) Nature of Sale of Shares
the transaction
--- ------------------------- -------------------------
c) Price(s) 38,500 shares at 195
and volume(s) pence per share
--- ------------------------- -------------------------
d) Aggregated N/A (Single transaction)
information
* Aggregated volume
* Price
--- ------------------------- -------------------------
e) Date of 7 March 2018
the transaction
--- ------------------------- -------------------------
f) Place of London Stock Exchange,
the transaction AIM Market (XLON)
--- ------------------------- -------------------------
1. Details of the PDMR / person
closely associated
--- ----------------------------------------------------
a) Name Michael Reisman
--- ------------------------- -------------------------
2. Reason for the notification
--- ----------------------------------------------------
a) Position PDMR
/ status
--- ------------------------- -------------------------
b) Initial Initial notification
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 GB00BZ973D04
instrument
Identification
code
--- ------------------------- -------------------------
b) Nature of Issue of Ordinary
the transaction Shares in lieu of
Directors fees
--- ------------------------- -------------------------
c) Price(s) 7,379 Ordinary Shares
and volume(s) issued at a price
of 195 pence per share
--- ------------------------- -------------------------
d) Aggregated N/A (Single transaction)
information
* Aggregated volume
* Price
--- ------------------------- -------------------------
e) Date of 7 March 2018
the transaction
--- ------------------------- -------------------------
f) Place of London Stock Exchange,
the transaction AIM Market (XLON)
--- ------------------------- -------------------------
1. Details of the PDMR / person
closely associated
--- --------------------------------------------------
a) Name Laura Hills
--- ------------------------- -----------------------
2. Reason for the notification
--- --------------------------------------------------
a) Position PDMR
/ status
--- ------------------------- -----------------------
b) Initial Initial notification
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 GB00BZ973D04
instrument
Identification
code
--- ------------------------- -----------------------
b) Nature of Purchase of Shares
the transaction Issue of Ordinary
Shares in lieu of
Directors fees
--- ------------------------- -----------------------
c) Price(s) 14,757 Ordinary Shares
and volume(s) issued at 195p per
share
7,379 Ordinary Shares
purchased at 195p
per share
--- ------------------------- -----------------------
d) Aggregated See above
information
* Aggregated volume
* Price
--- ------------------------- -----------------------
e) Date of 7 March 2018
the transaction
--- ------------------------- -----------------------
f) Place of London Stock Exchange,
the transaction AIM Market (XLON)
--- ------------------------- -----------------------
1. Details of the PDMR / person
closely associated
--- ------------------------------------------------------
a) Name Pat DeSouza
--- ------------------------- ---------------------------
2. Reason for the notification
--- ------------------------------------------------------
a) Position PDMR
/ status
--- ------------------------- ---------------------------
b) Initial Initial notification
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 Options over Ordinary
instrument, Shares
type of
instrument
Identification GB00BZ973D04
code
--- ------------------------- ---------------------------
b) Nature of Issue of Partly Paid
the transaction Shares
Exercise of Options
Sale of Ordinary Shares
--- ------------------------- ---------------------------
c) Price(s) 750,000 Partly Paid
and volume(s) Shares at 1p each
100,000 Options exercised
at $1.14
150,000 Options exercised
at $0.67
50,000 Options exercised
at $0.92
300,000 Ordinary Shares
sold at 195p
--- ------------------------- ---------------------------
d) Aggregated See above
information
* Aggregated volume
* Price
--- ------------------------- ---------------------------
e) Date of 7 March 2018
the transaction
--- ------------------------- ---------------------------
f) Place of London Stock Exchange,
the transaction AIM Market (XLON)
--- ------------------------- ---------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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