TIDMHAL TIDMHALO
RNS Number : 5349I
HaloSource Inc
20 June 2017
20 June 2017
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF SUCH JURISDICTION.
HaloSource, Inc.
("HaloSource" or the "Company")
Completion of GBP1.8 million fundraise
HaloSource Inc. (HAL.LN, HALO.LN), the global clean water
technology company traded on London Stock Exchange's AIM market, is
pleased to confirm that the Company has raised approximately GBP1.8
million ($2.2 million) through the issue of an aggregate of
117,692,560 new common shares to new and existing investors at a
price of 1.5 pence per new Common Share (the "Placing Price").
Highlights of the Fundraise
-- The Company has raised approximately GBP1.0 million ($1.3
million) through a placing (the "Placing") of 68,826,609 new Common
Shares (the "Placing Shares") and subscriptions (together with the
Placing, the "Fundraise") for 48,865,951 new Common Shares (the
"Subscription Shares", together with the Placing Shares, the "New
Common Shares"), in each case at the Placing Price.
-- The net proceeds of the Fundraise will provide additional
working capital to the Company, fund commercialisation of the
Company's lead removal technology and allow the Company to expand
its drinking water business.
-- The New Common Shares will represent approximately 35% of the
enlarged issued common share capital of the Company.
-- The necessary shareholder resolutions to enable the Fundraise
to be completed were passed at the general meeting of the Company
previously convened on 17 May 2017. The resolutions passed provided
the Company with the authority to allot up to 600,000,000 shares of
common stock and up to 125,377,866 new common shares on a
non-pre-emptive basis.
-- Liberum Capital Limited ("Liberum") is acting as nominated
adviser in connection with the Fundraise. Hybridan LLP ("Hybridan")
is acting as sole broker in connection with the Fundraise.
Reasons for the Fundraise and Use of Proceeds
Since 2016 the Company has continued to take proactive steps in
order to reduce its cash burn rate. However, the Fundraise is
necessary to provide the additional working capital to fund the
Company beyond Q2 2017.
On completion of the Fundraise, the Company expects to have
sufficient cash to fund it through to Q2 2018, and will be able to
continue progress on the development and scale-up of the Company's
new lead removal technology. The Company believes that the lead
removal technology will enable the Company to offer a powerful
combination of heavy-metal removal along with viral and bacterial
disinfection already provided by its HaloPure(R) technology.
The appendix to this announcement (the "Announcement"), which
forms part of the Announcement, sets out further important details
of the Fundraise.
The information communicated in this announcement is inside
information for the purposes of Article 7 of Market Abuse
Regulation 596/2014 ("MAR"). For the purposes of MAR and Article 2
of Commission Implementing Regulation (EU) 2016/1055, this
announcement is being made on behalf of the Company by Craig
Crowell, Chief Financial Officer.
Enquiries:
HaloSource, Inc.
James Thompson, Chief Executive
Officer +1 425 419 2257
Craig Crowell, Chief Financial
Officer +1 425 419 2248
Hybridan LLP (Sole Broker)
Claire Noyce +44 203 764 2341
Liberum Capital Limited (NOMAD)
Richard Bootle, Jill Li, Steve
Pearce +44 203 100 2222
About HaloSource
HaloSource, Inc. innovates and integrates technologies to
deliver clean drinking water solutions to partners with trusted
brands around the world. The Company works with scientists and
industry experts across the globe in search of new ways to improve
drinking water quality and has been awarded more than 30 patents
for its ground breaking chemistries, which provide safe drinking
water for more than 10 million consumers globally. The Company's
class-leading HaloPure(R) Drinking Water technology has the highest
global certifications, including registration with the US EPA.
Founded in Seattle, Washington, HaloSource has grown to become
an influential leader in drinking water purification. HaloSource is
headquartered in the US with operations in China and in India.
Learn more about the Company's research and development and future
cutting edge technologies by visiting www.halosource.com.
HaloPure(R) is a registered trademark of HaloSource, Inc. All
other trademarks, brand names or product names belong to their
respective holders.
This document contains certain forward-looking statements
relating to the Company. The Company considers any statements that
are not historical facts as "forward-looking statements". They
relate to events and trends that are subject to risk and
uncertainty that may cause actual results and the financial
performance of the Company to differ materially from those
contained in any forward-looking statement. These statements are
made by management in good faith based on information available to
them and such statements should be treated with caution due to the
inherent uncertainties, including both economic and business risk
factors, underlying any such forward-looking information.
Hybridan LLP, which is regulated by the Financial Conduct
Authority, is acting exclusively for HaloSource in connection with
the Placing and no-one else and will not be responsible to anyone
other than HaloSource for providing the protections afforded to
customers of Hybridan LLP, or providing advice in connection with
the Fundraise or any transaction or arrangement referred to in this
announcement.
Liberum Capital Limited, which is regulated by the Financial
Conduct Authority, is acting exclusively for HaloSource in its role
as nominated adviser and no-one else and will not be responsible to
anyone other than HaloSource for providing the protections afforded
to customers of Liberum Capital Limited, or providing advice in
connection with the Fundraise or any transaction or arrangement
referred to in this announcement.
This announcement does not constitute, or form part of, an
offer, or solicitation of an offer, or invitation to subscribe for
or purchase any rights, ordinary shares or other securities of the
Company in the United States. In addition, the securities of the
Company to be issued in the Placing have not been, and will not be,
registered under the US Securities Act of 1933 (as amended) (the
"Securities Act") or the securities laws of any state or other
jurisdiction of the United States and may not be offered or sold or
delivered within, in or into the United States or to, or for the
account or benefit of, US Persons absent an applicable exemption
from the registration requirements of the Securities Act. There
will be no public offer of securities within the United States.
APPIX: FURTHER DETAILS OF THE FUNDRAISE
Terms of the New Common Shares
The New Common Shares will be issued credited as fully paid and
will rank equally with the existing Common Shares, including the
right to receive all dividends and other distributions declared in
respect of such shares after the date of their issue. Following
completion of the Fundraise, the total issued common share capital
of the Company will comprise 337,970,964 common shares of no par
value, admitted to trading on AIM.
The Company will apply for admission to AIM ("Admission") of the
New Common Shares. Admission is expected to occur at 8:00 a.m. on
23 June 2017.
Related party transactions
Under the AIM Rules for Companies (the "AIM Rules") a non
pre-emptive issue of shares to a related party which exceeds
specified class tests is subject to certain disclosure
requirements.
Due to their holding of over 10% of the Company's current issued
common share capital, the participation in the Placing by Invesco
Asset Management Limited ("IAML") as agent for and on behalf of its
discretionary managed clients (which has previously notified
HaloSource that the aggregate holding of these clients was
62,997,274 Common Shares, representing approximately 29% of
HaloSource's current issued common share capital) is deemed a
transaction with a related party under the AIM Rules. IAML as agent
for and on behalf of its discretionary managed clients has agreed
conditionally to subscribe for 33,660,072 Placing Shares under the
Placing, such that it will hold approximately 29% of the enlarged
issued common share capital of the Company following the Fundraise.
The directors of the Company consider, having consulted with
Liberum, the Company's nominated adviser, that the terms of the
transaction are fair and reasonable insofar as the Company's
shareholders are concerned.
Due to their holding of over 10% of the Company's current issued
common share capital, the participation in the Placing by Woodford
Investment Management ("WIM") is deemed a transaction with a
related party under the AIM Rules. WIM has conditionally agreed to
subscribe for 29,293,678 Placing Shares under the Placing, such
that it will hold approximately 25% of the enlarged issued common
share capital of the Company following the Fundraise. The directors
of the Company consider, having consulted with Liberum, that the
terms of the transaction are fair and reasonable insofar as the
Company's shareholders are concerned.
Directors, senior management and associates participation
Certain directors, members of senior management and associates
of the Company have agreed to subscribe for an aggregate of
6,871,200 Subscription Shares, further details of which are set out
below:
Subscriber Subscription Shares
James Thompson 3,200,000
Martin Coles 533,333
Kent Johnson 1,066,666
Alan Matthews 666,667
Craig Crowell 333,333
G. Scott Greenberg 1,071,201
James Thompson, Kent Johnson, Alan Matthews and Craig Crowell,
directors of the Company, are related parties of the Company for
the purposes of the AIM Rules. Martin Coles is a related party of
the Company for the purposes of the AIM Rules on the basis that he
has been a director of the Company within the past 12 months. Scott
Greenburg is also deemed to be a related party of the Company by
reason of his prior position as company secretary of the
Company.
The participations in the Subscription as set out above are
deemed related party transactions pursuant to the AIM Rules. The
independent director, being Massoud Entekhabi, considers, having
consulted with Liberum, that the terms of the participations in the
Subscription are fair and reasonable insofar as the Company's
shareholders are concerned.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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June 20, 2017 02:00 ET (06:00 GMT)
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