TIDMCYAN
RNS Number : 7489Z
CyanConnode Holdings PLC
17 March 2017
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Upon the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF
SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY JURISDICTION WHERE TO DO SO
MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR
REGULATIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY NEW ORDINARY SHARES, NOR SHALL IT (OR ANY PART OF IT), OR
THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, OR ACT AS ANY INDUCEMENT TO ENTER INTO, ANY
CONTRACT OR COMMITMENT WHATSOEVER WITH RESPECT TO THE PROPOSED
PLACING.
CYANCONNODE HOLDINGS PLC
("CyanConnode" or the "Company")
Proposed Placing of up to 230,441,804 New Ordinary Shares,
Proposed Subscription of up to 1,676,470,588 New Ordinary Shares
and
Notice of General Meeting
CyanConnode, the world leader in narrowband radio mesh networks,
is pleased to announce its intention to conduct a fundraising of up
to approximately GBP3.2 million (before expenses) through a
proposed placing of 230,441,804 ordinary shares of 0.01 pence each
("Placing Shares") (the "Placing") and a proposed subscription of
1,676,470,588 New Ordinary Shares (the "Subscription"). The New
Ordinary Shares will rank pari passu in all other respects with the
Company's existing ordinary shares of 0.01 pence each (the
"Existing Ordinary Shares").
The Placing of New Ordinary Shares is being offered by way of an
accelerated bookbuild ("Bookbuild"), which will be launched
immediately following this announcement. Cantor Fitzgerald Europe
("Cantor Fitzgerald") and Beaufort Securities Limited ("Beaufort")
will be acting as joint bookrunners. The Company will also make up
to 1,676,470,588 New Ordinary Shares available for subscription
directly from certain key shareholders (the "Subscription"). Both
the Placing and Subscription are being made by long term strategic,
UK institutional and EIS/VCT investors who are supportive of the
Company as it continues to secure a market leading position.
The net proceeds of the Placing and Subscription (together the
"Fundraising") will be used to support the Company on its journey
to large scale commercialisation, and specifically:
-- to fund staffing costs for the delivery of customer projects
won in its markets, as well as to secure new orders and maintain
CyanConnode's leadership position in key markets;
-- for the development and delivery of solutions that are being
specifically requested by customers;
-- to further develop CyanConnode's narrowband mesh network
solutions to retain a competitive advantage;
-- to further invest in business development initiatives to
capitalise on opportunities in the Company's existing emerging
markets and to secure orders in additional markets;
-- for the integration of CyanConnode's solution into additional
Tier 1 meter manufacturer partners, which will allow CyanConnode to
target larger contracts; and
-- for ongoing growth and development.
The Issue Price represents a discount of approximately 5.6 per
cent. to the mid-market closing price of 0.18 pence on 16 March
2017. The Fundraising is not being underwritten and is conditional
on, inter alia, on the passing of the Resolutions by Shareholders
at the General Meeting of the Company to be held at the Company's
registered office, Merlin Place, Milton Road, Cambridge, CB4 0DP at
11.00 a.m. on 3 April 2017.
The Company has obtained irrevocable undertakings from the
Directors to vote in favour of the Resolutions in respect of, in
aggregate, 762,749,530 Ordinary Shares, representing 4.79 per cent.
of the Existing Ordinary Shares in issue.
The New Ordinary Shares will represent approximately 10.7 per
cent. of the issued share capital of the Company as enlarged by the
Fundraising (the "Enlarged Share Capital").
Further information on the Fundraising is contained within the
Circular which is expected to be posted to Shareholders later
today.
Related Party Transaction
John Stamp is a substantial shareholder of the Company, being
interested in 13.62 per cent of the Company's share capital.
Nightingale (being an associate company of John Stamp) constitutes
a related party of the Company and its participation in the
Subscription is considered a related party transaction under the
AIM Rules for Companies. The Directors of CyanConnode, having
consulted with the Group's nominated adviser, Cantor Fitzgerald
Europe, consider that the terms of Nightingale's investment are
fair and reasonable insofar as the Company's shareholders are
concerned.
Following Admission, John Stamp will be interested in
3,343,137,254 ordinary shares of 0.01 pence each, representing
18.77 per cent of the Company's issued share capital.
Expected Timetable
Announcement of the Placing and Subscription 17 March 2017
Latest time for receipt of Forms of Proxy 11.00 a.m. on 30 March
2017
General Meeting 11.00 a.m. on 3 April
2017
Admission of the First EIS Shares 4 April 2017
Admission of the Second EIS Shares 6 April 2017
Admission of the General Shares 7 April 2017
Admission and commencement of dealings by 8.00 a.m. on 7 April
in the Enlarged Share Capital expected 2017
to commence on AIM
Definitive share certificates to be dispatched by 21 April 2017
by
Each of the times and dates above is subject to change. Any such
change will be notified by an announcement on a Regulatory
Information Service.
For further information, please contact:
CyanConnode Holdings plc Tel: +44 (0) 1223 225060
John Cronin, Executive Chairman www.cyanconnode.com
Cantor Fitzgerald Europe - Nomad and Tel: +44 20 7894 7000
Broker
Andrew Craig / Richard Salmond
Beaufort Securities Limited - Joint Tel: +44 (0) 20 7382 8300
Broker
Jon Belliss
Walbrook PR - Financial PR Tel: +44(0) 20 7933 8780
Paul Cornelius/Nick Rome cyanconnode@walbrookpr.com
About CyanConnode
CyanConnode is a world leader in narrowband RF mesh networks
that enable Omni Internet of Things (IoT) communications. Its
innovative solutions use sub GHz frequencies and are optimised for
exceptional performance. Ultimesh solutions provide end-to-end
quality of service and total cost of ownership and Panmesh delivers
standards-based IPv6 solutions, enabling rapid innovation for the
implementation of 3(rd) party applications. Through its global
partner eco-system, CyanConnode provides customers with the
flexibility and choice required to converge networks for
applications in smart cities and IoT, delivering increased customer
value.
For more information, please visit www.cyanconnode.com.
Forward-looking statements
This announcement contains statements about CyanConnode Holdings
plc that are or may be deemed to be "forward-looking
statements".
All statements, other than statements of historical facts,
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by, or that
include, the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "anticipates",
"estimates", "projects", "would", "could", "continue" or words or
terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include,
without limitation, statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects and (ii) business and
management strategies and the expansion and growth of the
operations of CyanConnode Holdings plc.
These forward-looking statements are not guarantees of future
performance. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of any such person, or
industry results, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based on numerous assumptions regarding the present and future
business strategies of such persons and the environment in which
each will operate in the future. Investors should not place undue
reliance on such forward-looking statements and, save as is
required by law or regulation (including to meet the requirements
of the AIM Rules, the Prospectus Rules and/or the FSMA),
CyanConnode Holdings plc does not undertake any obligation to
update publicly or revise any forward-looking statements (including
to reflect any change in expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based). All subsequent oral or written forward-looking
statements attributed to CyanConnode Holdings plc or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. All forward-looking statements
contained in this announcement are based on information available
to the Directors of CyanConnode Holdings plc
at the date of this announcement, unless some other time is
specified in relation to them, and the posting or receipt of this
announcement shall not give rise to any implication that there has
been no change in the facts set forth herein since such date.
Proposed Placing of 230,441,804 New Ordinary Shares and
Subscription for 1,676,470,588 New Ordinary Shares at
0.17 Pence Per Share
and
Notice of General Meeting
1 Introduction
The Company has announced today that it is proposing to raise
GBP3.2 million (before the deduction of fees and expenses) through
a Placing and Subscription comprising the issue of 230,441,804
Placing Shares and 1,676,470,588 Subscription Shares at 0.17 pence
per New Ordinary Share.
Each of the Placing and Subscription are conditional, inter
alia, on the passing of the Resolutions at the General Meeting,
Admission becoming effective by no later than 8.00 a.m. on 7 April
2017 (or such other time and/or date, being no later than 30 April
2017, as the Company and Cantor Fitzgerald may agree) and the
Placing Agreement between the Company, Cantor Fitzgerald and
Beaufort becoming unconditional and not being terminated prior to
Admission (in accordance with its terms). It is expected that the
First EIS Shares will be admitted to trading on AIM on or around
8.00 a.m. on 4 April 2017, that the Second EIS Shares will be
admitted to trading on AIM on or around 8.00 a.m. on 6 April 2017
and that the General Placing and Subscription Shares will be
admitted to trading on AIM on or around 8.00 a.m. on 7 April
2017.
The Board believes that raising equity finance by way of the
Placing and Subscription is the most appropriate method of
financing for the Company at this time. This allows both existing
and new institutional investors to be targeted and to participate
in the Placing and to provide additional growth and development
funding for the Company. The Board believes that the potential
value creation for the benefit of Shareholders arising from the
Placing and Subscription outweigh the dilutive effects of the
Fundraising.
In the event that the Placing and Subscription do not complete,
the Placing will not proceed.
The purpose of this announcement is to set out the reasons for,
and provide further information on, the Placing and Subscription,
to explain why the Board considers the Placing and Subscription to
be in the best interests of the Company and its Shareholders as a
whole and why the Directors unanimously recommend that Shareholders
vote in favour of the Resolutions, as they have irrevocably
undertaken to do so in respect of their own beneficial holdings of
762,749,530 Ordinary Shares, in aggregate representing
approximately 4.79 per cent. of CyanConnode's issued share capital
on 16 March 2017 (being the last Business Day prior to publication
of this announcement).
At the end of this announcement Shareholders will find a notice
convening the General Meeting at which the Resolutions will be
proposed by the Directors. The General Meeting has been convened
for 11.00 a.m. on 3 April 2017 and will take place at the Company's
registered office, Merlin Place, Milton Road, Cambridge, CB4
0DP.
2 Background to and reasons for the Fundraising
Current trading
Over the last four months, CyanConnode has announced orders
relating to a significant number of units of its narrowband radio
mesh network solution:
-- Bangladesh (February 2017)
- $5.4 million order for 150,000 unit smart metering deployment
- Half of the order is for hardware/services to be delivered over 12-18 months
- Half of the order is for recurring revenue software licenses with a ten year contract term
-- HM Power Sweden (February 2017)
- Order for 100,000 software licenses
-- Tata Power Mumbai (December 2016)
- Third order from Larsen & Toubro for deployment of 4,700 smart meters
-- Landis + Gyr (December 2016)
- EUR230,000 order for legacy Connode C3 solution
-- E.ON (December 2016)
- Pilot project in Hyllie, Sweden
- Upsell of legacy Connode C3 to new Panmesh solution at utility
who have been a customer since 2006
Building on the Company's recent momentum, CyanConnode is
actively pursuing a number of projects which the Directors believe
have a greater than 50% chance of success and an overall
significant pipeline of 94 opportunities.
In November 2016, the UKDCC announced the official "go-live" of
the UK SMIP and the commencement of operations at the data centre
for communication between consumers and the utilities.
Consequently, the rollout of smart metering can now commence during
the current year and will involve the installation of 53 million
gas and electricity meters nationwide before the UK government's
targeted completion date of 2020.
CyanConnode was selected by Telefonica and Toshiba to provide a
software platform that uses narrowband mesh technology to
complement Telefonica's existing cellular network, allowing
previously off-grid households to be reached as part of the SMIP.
Telefonica was awarded a contract as the preferred communications
service provider in two out of the three regions tendered by the UK
Government. Telefonica's SMIP solution utilises its existing
cellular network in the UK, supported by CyanConnode's C4 solution,
which connects households without reliable cellular coverage (known
as "not-spots" by the mobile network operators). The CyanConnode
software license and support fee revenue is expected to total GBP25
million over the life of the contract and we are pleased to note
that the 2016 milestones under the UK SMIP contract were
successfully delivered.
The Company is proposing to raise a total of GBP3.2 million
(before deduction of fees and expenses) from the Fundraising, which
is considered by the Directors to be in the best interests of
Shareholders as it will enable the Company to pursue its stated
strategy more effectively. The reasons for the Fundraising are set
out below.
The Directors believe that CyanConnode remains in a strong
position to secure substantial revenues from a large global market
and that the Company has an opportunity to maintain its leadership
position in the narrowband mesh networks market, particularly in
emerging markets.
In order to properly exploit this market opportunity and secure
additional orders in the Company's target markets, to deliver
against the Company's existing customer commitments and to further
develop CyanConnode's solutions to ensure it retains its
competitive advantage, further investment by the Company is
required. The Fundraising will help to provide the Company with the
cash resources required for this investment.
Use of Proceeds
The net proceeds of the Fundraising will be used:
-- to fund staffing costs for the delivery of customer projects
won in its markets, as well as to secure new orders and maintain
CyanConnode's leadership position in key markets;
-- for the development and delivery of solutions that are being
specifically requested by customers;
-- to further develop CyanConnode's narrowband mesh network
solutions to retain a competitive advantage;
-- to further invest in business development initiatives to
capitalise on opportunities in the Company's existing emerging
markets and to secure orders in additional markets;
-- for the integration of CyanConnode's solution into additional
Tier 1 meter manufacturer partners, which will allow CyanConnode to
target larger contracts; and
-- for ongoing growth and development.
CyanConnode's leadership team and Board of Directors remain
highly motivated and confident in both the Company's existing
pipeline of opportunities and the future prospects of the
business.
3 Details of the Placing and Subscription
It was announced on 17 March 2017 that the Company proposes to
raise, in aggregate, GBP3.2 million (approximately GBP3.1 million
net of expenses) by way of a Placing of 230,441,804 Placing Shares
and a Subscription for 1,676,470,588 Subscription Shares with
certain new and existing investors representing 10.7 per cent. of
the Enlarged Share Capital, at an Issue Price of 0.17 pence per
Ordinary Share. Cantor Fitzgerald and Beaufort have conditionally
agreed to place all of the Placing Shares pursuant to the Placing
Agreement.
The Issue Price of 0.17 pence per New Ordinary Share represents
a discount of 5.6 per cent. to the closing price of 0.18 pence on
16 March 2017, being the last Business Day prior to the publication
of the announcement of the Fundraising. The Board unanimously
agrees that the level of discount and method of issue are
appropriate to secure the investment necessary in order to provide
funds for the growth and development of the Company.
In connection with the Placing, the Company has entered into the
Placing Agreement with Cantor Fitzgerald and Beaufort Securities,
pursuant to which they have agreed to use reasonable endeavours, as
agents on behalf of the Company, to procure placees for the Placing
Shares at the Issue Price and have agreed to conditionally place
the Placing Shares with certain new and existing investors. The
Placing and Subscription are conditional, inter alia, on:
-- the passing of the Resolutions at the General Meeting;
-- the conditions in the Placing Agreement being satisfied or
(if applicable) waived and the Placing Agreement not having been
terminated in accordance with its terms prior to Admission; and
-- Admission becoming effective by no later than 8.00 a.m. on 7
April 2017 (or such later time and/or date, being no later than
8.00 a.m. on 30 April 2017, as the Company and Cantor
Fitzgerald/Beaufort may agree).
Accordingly, if any of these conditions are not satisfied or, if
applicable, waived, the Placing will not proceed.
In connection with the Subscription, the Subscribers have
entered into the Subscription Agreements.
Related Party Transaction
John Stamp is a substantial shareholder of the Company, being
interested in 13.62 per cent of the Company's share capital.
Nightingale (being an associate company of John Stamp) constitutes
a related party of the Company and its participation in the
Subscription is considered a related party transaction under the
AIM Rules for Companies. The Directors of CyanConnode, having
consulted with the Group's nominated adviser, Cantor Fitzgerald
Europe, consider that the terms of Nightingale's investment are
fair and reasonable insofar as the Group's shareholders are
concerned.
Following Admission, John Stamp will be interested in
3,343,137,254 ordinary shares of 0.01 pence each, representing
18.77 per cent of the Company's issued share capital.
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. The New
Ordinary Shares 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 in respect
of the Ordinary Shares following Admission. It is expected that
Admission will become effective, and that dealings in all of the
New Ordinary Shares on AIM will have commenced by 8.00 a.m. on 7
April 2017.
4 Terms of the Placing Agreement
Under the terms of the Placing Agreement, Cantor Fitzgerald and
Beaufort have each conditionally agreed to use their reasonable
endeavours, as agent to the Company, to place the Placing Shares at
the Issue Price with certain institutional and other investors.
The Placing has not been underwritten by Cantor Fitzgerald,
Beaufort or any other party.
The Placing Agreement provides for payment by the Company to
each of Cantor Fitzgerald and Beaufort certain fees and
commissions. In addition, Beaufort will, conditional on the
Resolutions being passed, receive the Corporate Finance
Warrants.
The Placing Agreement contains customary warranties given by the
Company to each of Cantor Fitzgerald and Beaufort in relation to,
inter alia, the accuracy of the information in this announcement,
certain financial information and other matters relating to the
Group and its business. In addition the Company has agreed to
indemnify Cantor Fitzgerald, Beaufort and any other Relevant Person
(as such term is defined in the Placing Agreement) in respect of
certain liabilities that Cantor Fitzgerald, Beaufort and any other
Relevant Person may incur in connection with the Placing.
Cantor Fitzgerald is entitled to, having consulted with Beaufort
and the Company to the extent practicable, but in Cantor
Fitzgerald's absolute discretion, terminate the Placing Agreement
in certain customary circumstances prior to Admission,
including:
-- where any statement contained the Placing Documents (as such
term is defined in the Placing Agreement) or any of the warranties
or given by the Company to Cantor Fitzgerald and Beaufort are found
not to be true or accurate or were misleading and which in any such
case is material in the context of the Placing;
-- the occurrence of certain force majeure events or a material
adverse change in (amongst other things) the financial or political
conditions in the United Kingdom (which in the opinion of Cantor
Fitzgerald and Beaufort, materially adversely affects, or makes it
inadvisable to proceed with the Placing); or
-- the failure of the Company to comply with any of its
obligations under the Placing Agreement.
If this right is exercised, the Placing will not proceed.
The Placing Agreement is not subject to any right of termination
after Admission.
5 Enterprise Investment Scheme
The following paragraphs are intended as a general guide only
for Shareholders who are resident and ordinarily resident in the
United Kingdom for tax purposes, holding Ordinary Shares as
investments and not in the course of a trade, and are based on
current legislation and HMRC practice. Any prospective subscriber
or purchaser of Ordinary Shares who is in any doubt about his tax
position or who is subject to taxation in a jurisdiction other than
the UK, should consult his own professional adviser
immediately.
The Company intends to operate so that it qualifies for the
taxation advantages offered under EIS. The main advantages are as
follows:
(i) Individuals can claim a tax credit of 30 per cent. of the
amount invested in the Company against their UK income tax
liability, (provided they have a sufficient tax liability to
reclaim this amount), thus reducing the effective cost of their
investment to 70 pence for each GBP1 invested. However, there is an
EIS subscription limit of GBP1,000,000 in each tax year and, to
retain the relief, the EIS Placing Shares must be held for at least
three years.
(ii) UK investors (individuals or certain trustees) may defer a
chargeable gain by investing the amount of the gain in the Company.
There is no limit to the level of investment and, therefore, to the
amount of gain which may be deferred in this way. Note that the
deferred gain will come back into charge when the EIS shares are
disposed of, or if the Company ceases to qualify as an EIS company
within the three year qualifying period.
(iii) There is no tax on capital gains made upon disposal after
the three year period ("Qualifying Period") of shares in an EIS
qualifying company on which income tax relief has been given and
not withdrawn.
(iv) If a loss is made on disposal of the Ordinary Shares at any
time, the amount of the loss (after allowing for any income tax
relief initially obtained) can be set off against either the
individual's gains for the tax year in which the disposal occurs,
or, if not so used, against capital gains of a subsequent tax year,
or against the individual's income of the tax year of the disposal
or of the previous tax year.
(v) Provided a Shareholder has owned Ordinary Shares in the
Company for at least two years and certain conditions are met at
the time of transfer, 100 per cent. business property relief will
be available, which reduces the inheritance tax liability on the
transfer of EIS Placing Shares to nil.
The amount of relief an investor may gain from an EIS investment
in the Company will depend on the investor's individual
circumstances.
Changes to the legislation that came into effect from 18
November 2015 now mean that an individual can only be eligible for
EIS relief on the purchase of shares if all shares held by that
investor are either risk based shares (that is shares for which an
EIS compliance statement has been issued) or subscriber shares.
Qualifying Period
In order to retain the EIS reliefs, an investor must hold their
shares for at least three years. A sale or other disposal (other
than an inter-spousal gift or a transfer on death) will result in
any income tax relief that has been claimed being clawed back by
HMRC. Additionally, any capital gains deferred will come back into
charge and the capital gains tax exemption will be lost. It is the
investor's responsibility to disclose a disposal to HMRC.
Additionally, if the Company ceases to meet certain qualifying
conditions within three years from the date of the share issue, the
tax reliefs will be lost. This will be shown as the "Termination
Date" on the EIS3 certificate which the Company will issue to
investors following formal approval of the share issue by HMRC.
Advance Assurance of EIS Status
In order for investors to claim EIS reliefs relating to their
shares in the Company, the Company has to meet a number of rules
regarding the kind of company it is, the amount of money it can
raise, how and when that money must be employed for the purposes of
the trade, and the trading activities carried on. The Company must
satisfy HMRC that it meets these requirements and is therefore a
qualifying company.
The Company has received advanced assurance from HMRC that it
would be able to issue shares that are eligible for the EIS
regime.
The Directors do not give any warranty or other assurance as to
the availability of EIS relief - prospective investors who may be
eligible for relief are strongly recommended to consult their own
professional advisers particularly on the conditions which must be
satisfied to obtain such relief, the nature of the tax advantages
which may be obtained, and the circumstances in which relief may be
forfeited.
6 General Meeting
A notice convening the GM to be held at the Company's registered
office, Merlin Place, Milton Road, Cambridge, CB4 0DP at 11.00 a.m.
on 3 April 2017 is set out at the end of this announcement. The
Resolutions to be proposed at that meeting are summarised below.
Resolution 1 is to be passed as an ordinary resolution. This means
that for resolution 1 to be passed, more than half the votes cast
must be in favour of the resolution. Resolution 2 is to be proposed
as a special resolution. This means that in order for resolution 2
to be passed, at least three-quarters of the votes cast must be in
favour of the resolution:
-- Resolution 1 - allotment of the Placing Shares, the
Subscription Shares, and further Ordinary Shares
Resolution 1 empowers the Directors to allot Ordinary Shares in
connection with the Fundraising, the Corporate Finance Warrants,
and up to one third of the Enlarged Issued Share Capital.
-- Resolution 2 - non pre-emptive allotment of the Placing
Shares, the Subscription Shares, and further Ordinary Shares
Resolution 2 empowers the Directors to allot, or where
appropriate, issue, Ordinary Shares for cash otherwise than in
accordance with the statutory pre-emption provisions set out in the
Companies Act in connection with the Fundraising, the Corporate
Finance Warrants, and additionally up to 10 per cent. of the
Enlarged Issued Share Capital.
7 Directors' Shareholdings
The beneficial and non-beneficial interests of the Directors in
Ordinary Shares as at the date of this announcement and following
the Placing and Subscription are set out in the table below.
In the Company's announcement dated 14 June 2016, it set out
that all Directors had agreed to receive shares in the Company at
the placing price of 0.18 pence per Ordinary Share rather than
receive any remuneration that became due during the period 1 July
2016 to 30 June 2017 in cash, and certain employees had agreed to
receive shares in the Company at the placing price of 0.18 pence
per Ordinary Share rather than any bonuses that became due during
the same period. This program is still underway at the time of this
Fundraising, with the Directors continuing to take all remuneration
in shares through to 30 June 2017.
The Directors have made substantive investments in the equity of
the Company as set out in the table below:
Date of this announcement Amount invested
and immediately to date
following the Fundraising
Number of Percentage of Existing
Ordinary Shares Ordinary Share capital GBP'000
Director
John Cronin 386,090,662 2.43 790
Simon Smith 210,633,681 1.32 510
Dr. John Read 54,817,111 0.34 270
Harry Berry 96,559,292 0.61 200
Paul Ratcliff 14,648,784 0.09 26
----------------------- -------------------------- ----------------
TOTAL 762,749,530 4.79 1,796
8 Irrevocable Undertakings
The Directors have irrevocably undertaken to vote in favour of
the Resolutions in respect of their own beneficial holdings of
762,749,530 Ordinary Shares, in aggregate representing
approximately 4.79 per cent. of CyanConnode's issued share capital
on 16 March 2017 (being the last Business Day prior to publication
of this announcement).
9 Recommendation
The Directors believe that the Resolutions to be proposed at the
General Meeting are in the best interests of the Company and
Shareholders as a whole and unanimously recommend that Shareholders
vote in favour of the Resolutions. Each of the Directors has
irrevocably undertaken to vote in favour of the Resolutions in
respect of, in aggregate, 762,749,530 Ordinary Shares, representing
approximately 4.79 per cent. of the Ordinary Shares in issue on 16
March 2017 (being the last Business Day prior to publication of
this Circular).
DEFINITIONS
In this announcement, the following defined terms have the
following meaning:
"Admission" admission of the New Ordinary Shares to trading
on AIM becoming effective in accordance with
the AIM Rules;
"AIM" the market of that name operated by the London
Stock Exchange;
"AIM Rules" together, the AIM Rules for Companies and
the AIM Rules for Nominated Advisers;
"Beaufort" Beaufort Securities Limited, 63 St Mary Axe,
London, EC3A 8AA, as joint broker to the
Company;
"Board" or "Directors" the directors of CyanConnode whose names
are set out on page 4 of this announcement;
"Business Day" any day on which banks are usually open in
England and Wales for the transaction of
business, other than a Saturday, Sunday or
public holiday;
"Cantor Fitzgerald" Cantor Fitzgerald Europe, One Churchill Place,
Canary Wharf, London E14 5RB, as Nominated
Adviser and Joint Broker to the Company;
"City Code" the City Code on Takeovers and Mergers;
"Companies Act" the Companies Act 2006 (as amended);
"Company" or "CyanConnode" CyanConnode Holdings plc, a company incorporated
and registered in England and Wales with
company number 04554942;
"Corporate Finance the 1,480,000 warrants created under the
Warrants" Corporate Finance Warrant Instrument to subscribe
for Ordinary Shares during the six months
following Admission (on the basis of one
Corporate Finance Warrant for one Ordinary
Share) exercisable at 0.1962 pence (being
the volume weighted average share price of
Ordinary Shares for the 45 day period prior
to the date of this announcement);
"CREST" the computerised settlement system (as defined
in the CREST Regulations) operated by Euroclear
UK & Ireland Limited;
"EIS" Enterprise Investment Scheme under the provisions
of Part 5 of the UK Income Tax Act 2007 (as
amended);
"EIS Placing" means the conditional placing of the First
EIS Shares and Second EIS Shares pursuant
to, amongst other things, the terms and conditions
set out in the Placing Agreement;
"EIS Placing Shares" means the 542,181,470 New Ordinary Shares
to be issued by the Company pursuant to the
EIS Placing;
"Enlarged Share the Company's issued share capital immediately
Capital" after the completion of the Placing and the
Subscription;
"Existing Ordinary the existing ordinary shares of 0.01 pence
Shares" each in the capital of the Company at the
date of this announcement;
"FCA" or "Financial the Financial Conduct Authority;
Conduct Authority"
"First EIS Shares" means the 151,004,999 EIS Placing Shares
to be admitted to trading on 4 April 2017;
"Form of Proxy" the form of proxy attached to the Circular
for use by Shareholders in connection with
the GM;
"FSMA" the Financial Services and Markets Act 2000;
"Fundraising" together, the Placing and Subscription;
"General Placing means the conditional placing and Subscription
and Subscription" of General Shares pursuant to, amongst other
things, the terms and conditions set out
in the Placing Agreement;
"General Shares" means the 1,346,730,922 New Ordinary Shares
to be issued by the Company pursuant to the
General Placing and Subscription;
"GM" or "General the general meeting of CyanConnode to be
Meeting" held at the Company's registered office,
Merlin Place, Milton Road, Cambridge, CB4
0DP at 11.00 a.m. on 3 April 2017, notice
of which is set out in Part 3 of the Circular;
"HMRC" Her Majesty's Revenue & Customs;
"Issue Price" 0.17 pence per New Ordinary Share;
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" the new ordinary shares of 0.01 pence each
in the capital of the Company to be issued
in connection with the Placing and the Subscription;
"Ordinary Shares" the ordinary shares of 0.01 pence each in
the capital of the Company;
"Placing Agreement" the conditional placing agreement dated 17
March 2017 between Cantor Fitzgerald, Beaufort
and the Company, details of which are set
out in the letter from the Chairman;
"Placing" the proposed placing by Cantor Fitzgerald
and Beaufort, as agents for the Company,
of the Placing Shares at the Issue Price
on the terms of the Placing Agreement;
"Placing Shares" 230,441,804 New Ordinary Shares issued pursuant
to the Placing;
"Prospectus Rules" means the Prospectus Rules made by the UK
Listing Authority;
"Record Date" means the date of Admission;
"Registrars" Share Registrars Limited, The Courtyard,
17 West Street, Farnham, Surrey, GU9 7DR;
"Resolutions" the resolutions to be proposed at the GM,
as set out in the notice of General Meeting;
"Second EIS Shares" means the 391,176,471 EIS Placing Shares
to be admitted to trading on 6 April 2017;
"Shareholders" holders of Ordinary Shares in CyanConnode
at the date of this announcement;
"Share Option Scheme" the CyanConnode Holdings plc Enterprise Management
Incentive Scheme;
"SMIP" Smart Metering Implementation Programme;
"Subscribers" investors investing in the Fundraising under
the Subscription;
"Subscription" the subscription for Ordinary Shares by the
Subscribers at the Issue Price pursuant to
the Subscription Agreements;
"Subscription Agreements" the share subscription agreements between
the Subscribers and the Company;
"Subscription Shares" 1,676,470,588 New Ordinary Shares to be issued
to the Subscribers on Admission;
"Telefonica" Telefonica UK Limited;
"Toshiba" Toshiba Information Systems (UK) Limited;
"UK" or "the United the United Kingdom of Great Britain and Northern
Kingdom" Ireland; and
"UKDCC" the Data Communications Company, trading
as Smart DCC Limited, a wholly owned subsidiary
of Capita plc and regulated by OFGEM.
APPIX - TERMS AND CONDITIONS OF THE PLACING
FOR INVITED PLACEES ONLY - IMPORTANT INFORMATION
The information contained herein is restricted and is not for
publication, release or distribution in or into the United States,
Australia, Canada, the Republic of Ireland, the Republic of South
Africa, Japan, New Zealand or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such
jurisdiction.
Each Placee should consult with its own advisers as to legal,
tax, business and related aspects of any subscription for New
Ordinary Shares.
These Terms and Conditions (the "Terms and Conditions") do not
constitute an offer or invitation to acquire, underwrite or dispose
of, or any solicitation of any offer or invitation to acquire,
underwrite or dispose of, any Ordinary Shares or other securities
of the Company to any person in any jurisdiction to whom it is
unlawful to make such offer, invitation or solicitation in such
jurisdiction. Persons who seek to participate in the Placing must
inform themselves about and observe any such restrictions and must
be persons who are able to lawfully receive this Announcement in
their jurisdiction (all such persons being "Relevant Persons"). In
particular, these Terms and Conditions do not constitute an offer
or invitation (or a solicitation of any offer or invitation) to
acquire, underwrite or dispose of or otherwise deal in any Ordinary
Shares or other securities of the Company in the United States,
Australia, Canada, the Republic of Ireland, the Republic of South
Africa, Japan, New Zealand, subject to certain limited
exemptions.
Members of the public are not eligible to take part in the
Placing and each Placee agrees, undertakes and warrants that it is
not acquiring New Ordinary Shares on behalf of members of the
public or its Retail clients (as that term is defined in the Rules
of the FCA), save where the Placee does so on a fully discretionary
basis and without reference to any such Retail clients. In the UK,
the Placing and these Terms and Conditions are directed only at
persons whose ordinary activities involve them acquiring, holding,
managing or disposing of investments (as principal or agent) for
the purposes of their businesses and who have professional
experience in matters relating to investments falling within the
definition of 'investment professionals' in Article 19 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order") or are high net worth body
corporates, unincorporated associations or partnerships or trustees
of high value trusts as described in Article 49 of the Order or to
whom they may otherwise lawfully be communicated.
The New Ordinary Shares have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "Securities Act") or under any other securities
legislation of any state of the United States or registered or
qualified under the applicable securities laws of any province of
Canada or Australia, Japan, the Republic of Ireland, New Zealand,
or the Republic of South Africa. Accordingly, the New Ordinary
Shares may not, subject to certain limited exceptions, be offered
or sold, directly or indirectly, within the United States, any
province of Canada or Australia, Japan, the Republic of Ireland,
New Zealand, or the Republic of South Africa or offered or sold to,
or for the account or benefit of, US persons (as defined in
Regulation S of the Securities Act ("Regulation S") ("US Person"))
or a national, citizen or resident of any province of Canada or
Australia, Japan, the Republic of Ireland, New Zealand, or the
Republic of South Africa. The New Ordinary Shares are being offered
and sold outside the United States in offshore transactions
complying with Regulation S, which provides an exemption from the
requirement to register the offer and sale under the Securities
Act.
These Terms and Conditions apply to any person who offers to
subscribe for New Ordinary Shares in the Placing (and, in addition
and where relevant, anyone who acts on their behalf). Each person
(a "Placee") to whom these Terms and Conditions apply, as described
above, who confirms his agreement, whether by telephone or
otherwise, with Cantor Fitzgerald Europe or Beaufort Securities
Limited to subscribe for New Ordinary Shares in the Placing, hereby
agrees with Cantor Fitzgerald Europe and Beaufort Securities
Limited to be legally and irrevocably bound by these Terms and
Conditions which will be the Terms and Conditions on which the New
Ordinary Shares will be acquired in the Placing.
Capitalised terms not otherwise defined in this Appendix are as
defined in the Announcement relating to the Placing of which this
Appendix forms part.
These Terms and Conditions must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment
activity to which these Terms and Conditions relate is available
only to Relevant Persons and will be engaged in only with Relevant
Persons. A Placee may not assign, transfer, or in any manner, deal
with its rights and obligations under the agreement arising from
the acceptance of the Placing, without the prior written agreement
of Cantor Fitzgerald Europe or Beaufort Securities Limited, in
accordance with all relevant requirements.
All times and dates in this Appendix are references to times and
dates in London (United Kingdom).
Terms of the Placing
Each Placee's commitment to subscribe for a fixed number of New
Ordinary Shares under the Placing will be agreed orally with Cantor
Fitzgerald Europe or Beaufort Securities Limited and such agreement
will constitute a binding irrevocable commitment by a Placee,
subject to the Terms and Conditions set out in this Appendix, to
subscribe and pay for the relevant number of New Ordinary Shares
(the "Placing Participation") at the Placing Price. Such commitment
is not capable of termination or rescission by the Placee in any
circumstances except fraud. All such obligations are entered into
by the Placee with Cantor Fitzgerald Europe and Beaufort Securities
Limited acting in their capacity as agents of the Company and are
therefore directly enforceable by the Company.
After such agreement is entered into, each Placee allocated New
Ordinary Shares in the Placing will be sent a confirmatory email
stating the number of New Ordinary Shares allocated to it at the
Placing Price, the total subscription amount payable to Cantor
Fitzgerald Europe or Beaufort Securities Limited and including
settlement instructions (the "Confirmation Note").
Each Placee will be deemed to have read this Appendix in its
entirety. Cantor Fitzgerald Europe and Beaufort Securities Limited
are acting for the Company and no one else in connection with the
Placing and will not regard any other person (whether or not a
recipient of these Terms and Conditions) as a client in relation to
the Placing and to the fullest extent permitted by law and
applicable FCA rules, neither Cantor Fitzgerald Europe, Beaufort
Securities Limited nor any of their affiliates will have any
liability, obligation or duty to Placees or to any person other
than the Company in respect of the Placing.
The New Ordinary Shares will rank pari passu in all respects and
form one class with the Existing Ordinary Shares of the Company in
issue on Admission, including the right to receive dividends or
other distributions, if any. The New Ordinary Shares will be issued
free of any encumbrance, lien or other security interest.
Application for Admission
Application will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM. The New
Ordinary Shares 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 in respect
of the Ordinary Shares following Admission. It is expected that
Admission will become effective, and that dealings in all of the
New Ordinary Shares on AIM will have commenced by 8.00 a.m. on 7
April 2017.
Placing Participations conditional
Placing Participations are in all respects conditional
upon:-
(i) the Placing Agreement entered into between Cantor Fitzgerald
Europe, Beaufort Securities Limited and the Company relating to the
placing of the New Ordinary Shares becoming unconditional in all
respects and not having been terminated in accordance with its
terms; and
(ii) Admission having become effective,
in each case by 8.00 a.m. on 7 April 2017 (or such later time
and/or date as the Company and Cantor Fitzgerald Europe and
Beaufort Securities Limited agree, but in any event being no later
than 8.00 a.m. on 30 April 2017 (the "Long Stop Date")).
Scaling back
Cantor Fitzgerald Europe and Beaufort Securities Limited (after
consulting with the Company) reserve the right to scale back the
number of New Ordinary Shares to be subscribed for by any Placee or
the number of New Ordinary Shares to be subscribed for by all
Placees in aggregate. The Company, Cantor Fitzgerald Europe and
Beaufort Securities Limited also reserve the right not to offer
allocations of New Ordinary Shares to any person and not to accept
offers to subscribe for New Ordinary Shares or to accept such
offers in part rather than in whole. Cantor Fitzgerald Europe and
Beaufort Securities Limited shall be entitled to effect the Placing
by such method as it shall in its sole discretion determine.
To the fullest extent permissible by law, neither Cantor
Fitzgerald Europe or any holding company thereof, nor any
subsidiary, branch or affiliate of Cantor Fitzgerald Europe (each
an "Affiliate") nor any person acting on behalf of any of the
foregoing shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise). In
particular, none of Cantor Fitzgerald Europe nor any of its
Affiliates nor any person acting on behalf of any such person shall
have any liability to Placees in respect of its conduct of the
Placing.
Placing Agreement
Pursuant to the Placing Agreement, Cantor Fitzgerald Europe and
Beaufort Securities Limited have agreed on behalf of and as agent
of the Company, to use its reasonable endeavours to procure persons
who will subscribe for the New Ordinary Shares at the Placing
Price, subject to these Terms and Conditions. The Placing is not
underwritten.
Conditions of the Placing
Cantor Fitzgerald Europe and Beaufort Securities Limited's
obligations under the Placing Agreement in respect of the New
Ordinary Shares are conditional on, inter alia:-
(a) none of the warranties or undertakings contained in the
Placing Agreement being untrue, inaccurate or misleading in any
material respect at any time before Admission and no fact or
circumstance having occurred or arisen which would constitute a
material breach of any of the warranties or undertakings on the
part of the Company contained in the Placing Agreement;
(b) the New Ordinary Shares having been allotted, subject only
to Admission, in accordance with the Placing Agreement; and
(c) Admission taking place not later than 8.00 a.m. on 7 April
2017 or such later date as the Company, Cantor Fitzgerald Europe
and Beaufort Securities Limited may otherwise agree (but not being
later than 8.00 a.m. on the Long Stop Date).
The Placing Agreement contains, inter alia, certain warranties
and indemnities from the Company for the benefit of Cantor
Fitzgerald Europe and Beaufort Securities Limited.
Right to terminate under the Placing Agreement
Cantor Fitzgerald Europe in consultation with Beaufort
Securities Limited and the Company may, in Cantor Fitzgerald's
absolute discretion, terminate the Placing Agreement (i) if any of
the warranties given by the Company to Cantor Fitzgerald Europe and
Beaufort Securities Limited in the Placing Agreement (a) was untrue
or inaccurate or was misleading at the date of the Placing
Agreement (b) would not be true and accurate, or would be
misleading, if they were to be repeated at any time prior to
Admission (by reference to the facts and circumstances in each case
then existing), in the case of each of (a) and (b) in a respect
which Cantor Fitzgerald Europe or Beaufort Securities Limited
consider to be material in the context of the Placing; (ii) in the
event of the failure of the Company to comply with its obligations
under the Placing Agreement; (iii) in the event of the occurrence
(in the sole judgement of Cantor Fitzgerald Europe or Beaufort
Securities Limited) of a material adverse change in the financial
or trading position or prospects of the Company; or (iv) in the
event of the occurrence of a 'force majeure' event which, in the
opinion of Cantor Fitzgerald Europe or Beaufort Securities Limited,
is likely to have a materially prejudicial effect on the Placing or
make it impracticable or inadvisable to proceed with the Placing.
The exercise by Cantor Fitzgerald Europe or Beaufort Securities
Limited of any right of termination (or any right of waiver
exercisable by Cantor Fitzgerald Europe or Beaufort Securities
Limited) contained in the Placing Agreement or the exercise of any
discretion under the Terms and Conditions set out herein is within
the absolute discretion of Cantor Fitzgerald Europe and Beaufort
Securities Limited and Cantor Fitzgerald Europe and Beaufort
Securities Limited will not have any liability to Placees
whatsoever in connection with any decision to exercise or not
exercise any such rights.
By accepting the New Ordinary Shares referred to in the
Announcement to which this Appendix is annexed, each Placee agrees
that, without having any liability to such Placee, Cantor
Fitzgerald Europe or Beaufort Securities Limited may, in their
absolute discretion, exercise the right, (i) to extend the time for
fulfilment of any of the conditions in the Placing Agreement
(provided that Placees' commitments are not extended beyond the
Long Stop Date); (ii) to waive, in whole or in part, fulfilment of
certain of the conditions; or (iii) to terminate the Placing
Agreement, in each case without consulting Placees (or any of
them).
If (i) any of the conditions in the Placing Agreement are not
satisfied (or, where relevant, waived); or (ii) the Placing
Agreement is terminated; or (iii) the Placing Agreement does not
otherwise become unconditional in all respects, the Placing will
not proceed and all funds delivered by Placees to Cantor Fitzgerald
Europe, Beaufort Securities Limited or the Company pursuant to the
Placing and this Appendix will be returned to Placees at their risk
without interest, and Placees' rights and obligations under the
Placing shall cease and determine at such time and no claim shall
be made by Placees in respect thereof.
Registration and Settlement
Settlement of transactions in the New Ordinary Shares (ISIN:
GB00B0P66Q02) following Admission will take place within CREST
(subject to certain exceptions). Cantor Fitzgerald Europe and
Beaufort Securities Limited reserve the right to require settlement
for, and delivery of, the New Ordinary Shares (or a portion
thereof) to Placees by such other means that it deems necessary if
delivery or settlement is not possible or practicable within CREST
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in any Placee's
jurisdiction.
It is expected that settlement will be on 4 April 2017 in
respect of the First EIS Shares, 6 April 2017 in respect of the
Second EIS Shares and 7 April in respect of the General Shares, in
accordance with the instructions set out in the Confirmation
Note.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of 3 percentage points above The Royal Bank of
Scotland plc's base rate, with interest compounded on a daily
basis.
Each Placee is deemed to agree that, if it does not comply with
these obligations, Cantor Fitzgerald Europe or Beaufort Securities
Limited may sell any or all of the New Ordinary Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds,
for Cantor Fitzgerald Europe or Beaufort Securities Limited's
account and benefit (as agents for the Company), an amount equal to
the aggregate amount owed by the Placee plus any interest due. The
relevant Placee will, however, remain liable for any shortfall
below the aggregate amount owed by it and may be required to bear
any stamp duty or stamp duty reserve tax or securities transfer tax
(together with any interest or penalties) which may arise upon the
sale of such New Ordinary Shares on such Placee's behalf. By
communicating a bid for New Ordinary Shares, each Placee confers on
Cantor Fitzgerald Europe and Beaufort Securities Limited all such
authorities and powers necessary to carry out any such sale and
agrees to ratify and confirm all actions which Cantor Fitzgerald
Europe and Beaufort Securities Limited lawfully takes in pursuance
of such sale.
If New Ordinary Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the Confirmation Note
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as New Ordinary Shares are registered in a Placee's name
or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such
person, such New Ordinary Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax or securities transfer tax.
Placees will not be entitled to receive any fee or commission in
connection with the Placing.
Further Terms, Confirmations and Warranties
By accepting the Placing Participation referred to in the
Confirmation Note, each Placee makes the following confirmations,
acknowledgements, representations, warranties and/or undertakings
to Cantor Fitzgerald Europe, Beaufort Securities Limited and the
Company and their respective directors, agents and advisers:
1. each Placee confirms, represents and warrants that it has
read and understood this Announcement (including this Appendix) in
its entirety and acknowledges that its Placing Participation will
be governed by the terms, conditions, representations, warranties,
acknowledgements, agreements and undertakings of this Appendix;
2. each Placee acknowledges and agrees that its Placing
Participation on the Terms and Conditions set out in this Appendix
is legally binding, irrevocable and is not capable of termination
or rescission by such Placee in any circumstances;
3. each Placee confirms, represents and warrants that it has not
relied on, received or requested nor does it have any need to
receive, any prospectus, offering memorandum, listing particulars
or any other document (other than the Announcement), any
information given or any representations, warranties, agreements or
undertakings (express or implied), written or oral, or statements
made at any time by the Company, Cantor Fitzgerald Europe, Beaufort
Securities Limited or by any subsidiary, holding company, branch or
associate of the Company, Cantor Fitzgerald Europe or Beaufort
Securities Limited, or any of their respective officers, directors,
agents, employees or advisers, or any other person in connection
with the Placing, the Company and its subsidiaries or the New
Ordinary Shares and that in making its application under the
Placing it is relying solely on the information contained in the
Announcement and this Appendix and it will not be relying on any
agreements by the Company and its subsidiaries or Cantor Fitzgerald
Europe or Beaufort Securities Limited or any director, employee or
agent of the Company or Cantor Fitzgerald Europe or Beaufort
Securities Limited other than as expressly set out in this Appendix
for which none of Cantor Fitzgerald Europe or any of their
directors and/or employees and/or person(s) acting on behalf of any
of them shall to the maximum extent permitted under law have any
liability except in the case of fraud;
4. each Placee acknowledges that the Ordinary Shares are
admitted to trading on AIM, and the Company is therefore required
to publish certain business and financial information in accordance
with the AIM Rules for Companies (collectively "Exchange
Information"), which includes the Company's most recent balance
sheet and profit and loss account and the Company's announcements,
annual report and accounts and circulars published in the past 12
months and that it is able to obtain or access such information
without undue difficulty;
5. each Placee acknowledges that none of Cantor Fitzgerald
Europe or Beaufort Securities Limited has or shall have any
liability for the Exchange Information, any publicly available or
filed information or any representation relating to the Company,
provided that nothing in this paragraph excludes the liability of
any person for fraudulent misrepresentation made by that
person;
6. each Placee confirms, represents and warrants that it is
sufficiently knowledgeable to understand and be aware of the risks
associated with, and other characteristics of, the New Ordinary
Shares and, among others, of the fact that it may not be able to
resell the New Ordinary Shares except in accordance with certain
limited exemptions under applicable securities legislation and
regulatory instruments;
7. each Placee confirms, represents and warrants, if a company,
that it is a valid and subsisting company and has all the necessary
corporate capacity and authority to execute its obligations in
connection with the Placing Participation and confirms, represents
and warrants that any person who confirms to Cantor Fitzgerald
Europe or Beaufort Securities Limited on behalf of a Placee an
agreement to subscribe for New Ordinary Shares is duly authorised
to provide such confirmation to Cantor Fitzgerald Europe or
Beaufort Securities Limited;
8. each Placee agrees that the exercise by Cantor Fitzgerald
Europe or Beaufort Securities Limited of any right of termination
or any right of waiver exercisable by Cantor Fitzgerald Europe or
Beaufort Securities Limited contained in the Placing Agreement or
the exercise of any discretion including (without limitation) the
right not to enter into the Placing Agreement is within the
absolute discretion of Cantor Fitzgerald Europe (in consultation
with Beaufort Securities Limited) and Cantor Fitzgerald Europe and
Beaufort Securities Limited will not have any liability to any
Placee whatsoever in connection with any decision to exercise or
not exercise any such rights. Each Placee acknowledges that if (i)
any of the conditions in the Placing Agreement are not satisfied
(or, where relevant, waived); or (ii) the Placing Agreement is
terminated; or (iii) the Placing Agreement does not otherwise
become unconditional in all respects, the Placing will lapse and
such Placee's rights and obligations in relation to the Placing
shall cease and determine at such time and no claim shall be made
by any Placee in respect thereof;
9. each Placee acknowledges and agrees that Cantor Fitzgerald
Europe and Beaufort Securities Limited are not acting for, and that
it does not expect Cantor Fitzgerald Europe or Beaufort Securities
Limited to have any duties or responsibilities towards, such
Placee, including, without limitation, for providing protections
afforded to customers or clients of Cantor Fitzgerald Europe and
Beaufort Securities Limited under the FCA's Conduct of Business
Source Book or advising such Placee with regard to its Placing
Participation and that such Placee is not, and will not be, a
customer or client of Cantor Fitzgerald Europe or Beaufort
Securities Limited as defined by the FCA's Conduct of Business
Source Book in connection with the Placing. Likewise, Cantor
Fitzgerald Europe and Beaufort Securities Limited will not treat
any payment by such Placee pursuant to its Placing Participation as
Client Money governed by the FCA's Client Assets Sourcebook;
10. each Placee undertakes and agrees that it will be
responsible for any stamp duty or stamp duty reserve tax in
relation to the New Ordinary Shares comprised in its Placing
Participation and that neither Cantor Fitzgerald Europe, Beaufort
Securities Limited nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax in relation to
the New Ordinary Shares comprised in such Placee's Placing
Participation;
11. each Placee confirms, represents and warrants that it is a
Relevant Person and that it may lawfully subscribe for or acquire
the New Ordinary Shares comprised in such Placee's Placing
Participation and that it has complied with and will comply with
all applicable provisions of FSMA with respect to anything done by
such Placee in relation to the New Ordinary Shares in, from or
otherwise involving, the United Kingdom;
12. each Placee acknowledges and agrees that the agreement
confirmed by the Confirmation Note is a legally binding contract
between it and the Company and the Terms and Conditions of such
Placee's Placing Participation will be governed by, and construed
in accordance with, the laws of England and Wales to the exclusive
jurisdiction of whose courts such Placee irrevocably agrees to
submit;
13. each Placee agrees that it will ensure delivery and payment
is completed in accordance with the settlement instructions set out
in the Confirmation Note (or as separately agreed with Cantor
Fitzgerald Europe or Beaufort Securities Limited in the case of
certificated settlement) and acknowledges and agrees that time
shall be of the essence as regards such Placee's obligations
pursuant to its Placing Participation;
14. each Placee acknowledges and agrees that it is the
responsibility of such Placee (if it is outside of the United
Kingdom) to satisfy itself that, in doing so, such Placee complies
with the laws of any relevant territory in connection with its
Placing Participation and that it obtains any requisite
governmental or other consents and observes any other applicable
formalities;
15. each Placee acknowledges and agrees that the Announcement
does not constitute an offer to sell, or the solicitation of an
offer to subscribe for or buy, New Ordinary Shares in any
jurisdiction in which such an offer or solicitation is unlawful.
Accordingly, such Placee acknowledges and agrees that the New
Ordinary Shares may not, subject to certain limited exceptions, be
offered or sold, directly or indirectly, in or into the United
States, any province of Canada or Australia, Japan, the Republic of
Ireland, New Zealand, or the Republic of South Africa or offered or
sold to, or for the account or benefit of, a national, citizen or
resident of the United States, any province of Canada or Australia,
Japan, the Republic of Ireland, New Zealand, or the Republic of
South Africa, in each case subject to limited exemptions, or any
other jurisdiction where to do so would constitute a violation of
the relevant laws of such jurisdiction;
16. each Placee acknowledges and agrees that the New Ordinary
Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any
state or jurisdiction of the United States, or the relevant
Canadian, Japanese, Australian, the Irish, New Zealander or South
African securities legislation and therefore the New Ordinary
Shares may not be offered, sold, transferred or delivered directly
or indirectly into the United States, Canada, Japan, Australia, the
Republic of Ireland, New Zealand, or the Republic of South Africa
or their respective territories and possessions, subject to limited
exemptions, and in the case of the United States, pursuant to an
exemption from, or in a transaction not subject to the registration
requirements of, the Securities Act and in compliance with United
States securities laws;
17. each Placee, unless otherwise specifically agreed in writing
with Cantor Fitzgerald Europe and Beaufort Securities Limited,
confirms, represents and warrants that neither it nor the
beneficial owner of such Placing Shares will be a resident of the
United States, any province of Canada or Australia, Japan,
Singapore or the Republic of South Africa;
18. each Placee confirms, represents and warrants that it has
complied with all relevant laws of all relevant territories,
obtained all requisite governmental or other consents which may be
required in connection with its Placing Participation, complied
with all requisite formalities and that it has not taken any action
or omitted to take any action which will or may result in Cantor
Fitzgerald Europe, Beaufort Securities Limited, the Company or any
of their respective directors, officers, agents, employees or
advisers acting in breach of the legal or regulatory requirements
of any territory in connection with the Placing or such Placee's
Placing Participation;
19. each Placee acknowledges and agrees that no action has been
or will be taken by any of Cantor Fitzgerald Europe, Beaufort
Securities Limited or the Company or any person acting on behalf of
Cantor Fitzgerald Europe, Beaufort Securities Limited or the
Company that would, or is intended to, permit a public offer of the
Placing Shares in any country or jurisdiction where any such action
for that purpose is required;
20. each Placee confirms, represents and warrants that its
subscription for New Ordinary Shares does not trigger, in the
jurisdiction in which such Placee is resident or located: (i) any
obligation to prepare or file a prospectus or similar document or
any other report with respect to such subscription; (ii) any
disclosure or reporting obligation of the Company; or (iii) any
registration or other obligation on the part of Cantor Fitzgerald
Europe, Beaufort Securities Limited or the Company;
21. each Placee confirms, represents and warrants it is acting
as principal and for no other person and that its Placing
Participation will not give any other person a contractual right to
require the issue by the Company of any New Ordinary Shares;
22. each Placee confirms, represents and warrants that in
accepting its Placing Participation it is not applying for
registration as, or as a nominee or agent for, a person who is or
may be a person mentioned in sections 67 to 72 inclusive and
sections 93 to 97 inclusive of the Finance Act 1986 and that
accepting its Placing Participation will not give rise to a
liability under any such sections of that act;
23. each Placee confirms, represents and warrants that, to the
extent applicable to it, it is aware of its obligations in
connection with the Criminal Justice Act 1993, the Terrorism Act
2006, the UK Anti-Terrorism Crime and Security Act 2001, the Money
Laundering Regulations 2007, the Proceeds of Crime Act 2002, Part
VIII of the Financial Services and Markets Act 2000 (as amended),
the Financial Services Act 2012 and the Market Abuse Regulation
2016, it has identified its clients in accordance with the Money
Laundering Regulations 2007 and it has complied fully with its
obligations pursuant to those Regulations;
24. each Placee acknowledges and agrees that all times and dates
in this Announcement and the Terms and Conditions set out in this
Appendix may be subject to amendment and that Cantor Fitzgerald
Europe or Beaufort Securities Limited will notify it of any such
amendments;
25. each Placee acknowledges and agrees that its commitment to
subscribe for Placing Shares on the terms set out herein and in the
Confirmation Note will continue notwithstanding any amendment that
may in future be made to the terms of the Placing and that Placees
will have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing;
26. each Placee acknowledges and agrees that no term or other
provision of the agreement confirmed by the Confirmation Note shall
be enforceable under the Contracts (Rights of Third Parties) Act
1999 by any person other than Cantor Fitzgerald Europe or Beaufort
Securities Limited or any affiliate of Cantor Fitzgerald Europe or
Beaufort Securities Limited or any Indemnified Person (as
hereinafter defined);
27. each Placee acknowledges that any of its monies held or
received by Cantor Fitzgerald Europe or Beaufort Securities Limited
will not be subject to the protections conferred by the FCA's
Client Money Rules;
28. each Placee confirms, represents and warrants that it
understands that the New Ordinary Shares have not been and will not
be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and, accordingly, may not be offered or sold or
otherwise transferred in the United States or to, or for the
account or benefit of, US Persons except pursuant to a registration
statement under the Securities Act or an exemption from the
registration requirements of the Securities Act, and, in connection
with any such transfer, the Company will have the right to obtain,
as a condition to transfer, a legal opinion of counsel, in such
form and by counsel reasonably satisfactory to the Company, that no
such Securities Act registration is or will be required along with
appropriate certifications by the transferee as to the 'Accredited
Investor' status and/or other appropriate matters;
29. each Placee confirms, represents and warrants that it has
not distributed, forwarded, transferred or otherwise transmitted,
and will not distribute, forward, transfer or otherwise transmit,
this Announcement or any other presentation or offering materials
concerning the New Ordinary Shares within the United States, nor
will it do any of the foregoing. Such Placee further confirms that
it understands that the information in this Announcement, including
financial information, may be materially different from any
disclosure that would be provided in a US offering;
30. each Placee agrees, confirms, represents, warrants and
undertakes as follows:-
30.1. it is, at the time of the offer and acceptance of the New
Ordinary Shares, outside the United States for the purposes of
Regulation S;
30.2. it will not offer or sell the New Ordinary Shares in the
United States absent registration or an exemption from registration
under the Securities Act;
30.3. it is aware that the New Ordinary Shares are being offered
outside the United States in reliance on Regulation S; and
30.4. it did not purchase or otherwise acquire the New Ordinary
Shares based on or due to directed selling efforts (as defined in
Rule 902 under the Securities Act), including based on an
advertisement in a publication with a general circulation in the
United States, nor has it seen or been aware of any activity that,
to its knowledge, constitutes directed selling efforts in the
United States;
31. if it is subscribing for the New Ordinary Shares in the
United Kingdom, that each Placee is a person falling within the
exemption contained in Section 86(1)(a) of the Financial Services
and Markets Act 2000 (as amended) or falling within one or more of
the categories of persons set out in Article 19 (Investment
Professionals) or Article 49 (High net worth companies,
unincorporated associations etc.) of the Order;
32. each Placee confirms, represents and warrants that, in
making the investment decision with respect to the New Ordinary
Shares, it has:-
32.1. not relied on the Company or any of its respective
affiliates or on any document published by any of them;
32.2. the ability to bear the economic risk of its investment in
the New Ordinary Shares and has no need for liquidity with respect
to its investment in the New Ordinary Shares;
32.3. such knowledge and experience in financial and business
matters that it is capable of evaluating the merits, risks and
suitability of investing in the New Ordinary Shares, and is able to
sustain a complete loss of any investment in the New Ordinary
Shares; and
32.4. investigated independently and made its own assessment and
satisfied itself concerning the relevant tax, legal, currency and
other economic considerations relevant to its investment in the New
Ordinary Shares, including any federal, state and local tax
consequences, affecting it in connection with its subscription for
and any subsequent disposal of the New Ordinary Shares;
33. each Placee acknowledges and agrees that it is not entitled
to the protections afforded to clients of Cantor Fitzgerald Europe
or Beaufort Securities Limited in connection with the Placing and
that neither Cantor Fitzgerald Europe nor any of its affiliates nor
Beaufort Securities Limited nor any of their respective officers,
directors, employees or advisers shall be liable for any losses
(including, without limitation, loss of profit, loss of business or
opportunity and special interest or consequential losses), damages
or costs of the Placee save as a result of fraud or for death or
personal injury;
34. each Placee acknowledges that the Company, Cantor Fitzgerald
Europe, Beaufort Securities Limited, CREST, the registrar, any
transfer agent, any distributors or dealers and their respective
affiliates and others will rely on the truth and accuracy of the
foregoing confirmations, warranties, acknowledgements,
representations, undertakings and agreements, and agrees to notify
the Company, Cantor Fitzgerald Europe and Beaufort Securities
Limited promptly in writing if any of its confirmations,
warranties, acknowledgements, representations, undertakings or
agreements set out above cease to be accurate and complete and to
indemnify and hold harmless on an after-tax basis the Company,
Cantor Fitzgerald Europe, Beaufort Securities Limited and any of
their respective officers, directors, agents, employees or advisers
(the "Indemnified Persons") from and against any and all loss,
damage, liability or expense, including reasonable costs and
attorneys' fees and disbursements, which an Indemnified Person may
incur by reason of, or in connection with, any representation or
warranty made by such Placee as set out above not having been true
when made, any misrepresentation made or any failure by such Placee
to fulfil any of its undertakings or agreements set out above or
any other document such Placee provides to the
Company or Cantor Fitzgerald Europe or Beaufort Securities
Limited. Such Placee irrevocably authorises each of the Company and
Cantor Fitzgerald Europe and Beaufort Securities Limited to produce
a copy hereof to any interested party in any administrative or
legal proceeding or official inquiry with respect to the matters
covered hereby;
35. each Place confirms, represents and warrants that its
participation in the Placing would not give rise to an offer being
required to be made by it or any person with whom it is acting in
concert pursuant to Rule 9 of the City Code on Takeovers and
Mergers;
36. each Placee acknowledges that the rights and remedies of
Cantor Fitzgerald Europe, Beaufort Securities Limited and the
Company under these Terms and Conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one right or remedy
will not prevent the exercise of the other rights and/or remedies;
and
37. each Placee undertakes that it (and any person acting on its
behalf) will make payment for the New Ordinary Shares allocated to
it in accordance with this Announcement on the due time and date
set out herein, failing which the relevant New Ordinary Shares may
be placed with other subscribers or sold as Cantor Fitzgerald
Europe or Beaufort Securities Limited may in their sole discretion
determine and without liability to such Placee and such Placee will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such New Ordinary Shares and may be
required to bear the liability for any stamp duty or stamp duty
reserve tax (together with any interest or penalties due pursuant
to or referred to in these Terms and Conditions) which may arise
upon the placing or sale of such Placee's New Ordinary Shares on
its behalf.
CREST and certificated New Ordinary Shares
New Ordinary Shares, once issued, will be admitted to CREST with
effect from Admission. Placees will receive New Ordinary Shares
comprised in their Placing Participation in uncertificated form
registered in their CREST member account. If Placees do not provide
any CREST details or if Placees provide insufficient CREST details
to match within the CREST system to their details, Cantor
Fitzgerald Europe or Beaufort Securities Limited may, at their
discretion, deliver New Ordinary Shares comprised in any such
Placee's Placing Participation in certificated form provided
payment has been made in terms satisfactory to Cantor Fitzgerald
Europe or Beaufort Securities Limited and all conditions in
relation to the Placing have been satisfied or waived.
Special note concerning the Market Abuse Regulation
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014
("MAR"). Market soundings, as defined in MAR, were taken in respect
of the Placing, with the result that certain persons became aware
of inside information, as permitted by MAR. That inside information
is set out in this announcement. Therefore, those persons that
received inside information in a market sounding are no longer in
possession of inside information relating to the Company and its
securities.
Responsibility
The Terms and Conditions set out in this Appendix and the
Announcement of which it forms part have been issued by the Company
and the Company takes sole responsibility for them.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEUNVBRBNAOAAR
(END) Dow Jones Newswires
March 17, 2017 05:00 ET (09:00 GMT)
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