TIDMLWRF
RNS Number : 6543P
LightwaveRF PLC
21 November 2016
21 November 2016
LightwaveRF Plc
(AIM: LWRF)
Conditional Subscription and Open Offer
LightwaveRF plc ("LightwaveRF" or the "Company"), the
proprietary IOT and connected devices specialist enabling the
remote control and monitoring of light, heat, power and security
through just one app is pleased to announce details of a
conditional subscription and open offer to raise in aggregate up to
GBP1.12 million before expenses.
Key Points:
-- a conditional subscription of 384,615 new ordinary shares of
5 pence each ("Ordinary Shares") at 13 pence per share ("Issue
Price") to raise GBP50,000 ("Subscription Shares"); and
-- a further issue of up to 8,229,903 new Ordinary Shares at 13
pence per share to qualifying shareholders pursuant to an open
offer ("Open Offer") to raise up to GBP1.07 million (before
expenses) ("Open Offer Shares")
The Subscription Shares and Open Offer Shares will be issued at
a price of 13 pence each, which represents a discount of 21.2 per
cent. against the mid-market price of 16.5 pence per share at which
the Ordinary Shares were quoted on AIM as at close of trading on 18
November 2016, the last trading day prior to announcement of the
Conditional Subscription and the Open Offer.
The Conditional Subscription and the Open Offer (together, the
"Fundraising") are conditional, amongst other matters, on the
passing of certain Resolutions at the General Meeting, and are
expected to complete at 8.00 a.m. on 20 December 2016, being the
expected date of Admission.
A circular will be sent to shareholders on or around 23 November
("Circular"). The Circular will set out detailed terms of the Open
Offer and contain a notice convening a general meeting seeking
shareholders' approval for the Fundraising. The Circular will be
available on the Company's website: www.lightwaveRF.com on or
around 23 November 2016.
Background to and reasons for the Fundraising
The Company announced on 16 November a firm Subscription of
7,692,307 new Ordinary Shares with new investors to raise
approximately GBP1 million (before expenses) ("Firm Subscription").
The Firm Subscription utilised almost all of the Company's existing
cash placing authority. The Company also indicated at that time its
intention to raise a further GBP1 million through a Conditional
Subscription and Open Offer. Today, the Company is pleased to
confirm the details of the Conditional Subscription and Open Offer.
The Company intends to raise a total of up to GBP1.12 million
(before expenses) pursuant to the Fundraising.
While the proceeds of the Firm Subscription substantially
satisfy the Company's funding requirements to support the
anticipated growth and investment plans, some additional headroom
would be desirable. Therefore the Directors have decided to seek
additional fundraising from existing shareholders by way of the
Open Offer which is on the same terms as the Firm Subscription.
The purpose of the Conditional Subscription is to allow
Directors Kevin Edwards and Tom Sykes, who do not currently own
shares and therefore will not be able to participate in the Open
Offer, to subscribe for shares at the same price as the new
investors.
Use of the proceeds of the Fundraising
The net proceeds of the Fundraising, assuming full subscription
under the Open Offer, are expected to be approximately GBP1.05
million. This, combined with the proceeds of the Firm Subscription,
provide total additional net funding of approximately GBP2.01
million to the Company.
These proceeds will provide resources to support the future
sales growth and to develop further the sales and marketing
activities of the business as well as accelerate new product
development.
Details of the Conditional Subscription and the Open Offer
LightwaveRF is proposing to raise GBP0.05 million (before
expenses) pursuant to the Conditional Subscription and up to a
further GBP1.07 million (before expenses) pursuant to the Open
Offer. The issue price of 13 pence per new Ordinary Share
represents a discount of 21.2 per cent. to the closing price of
16.5 pence on 18 November 2016, the latest business day prior to
the release of this announcement.
The Conditional Subscription has conditionally raised a total of
GBP0.05 million through the subscription of 384,615 Subscription
Shares. Kevin Edwards and Tom Sykes, both of whom are Directors of
the Company have subscribed for 153,846 and 230,769 Subscription
Shares respectively. Their subscriptions in the Conditional
Subscription constitute a related party transaction under the AIM
Rules. The independent Directors, being the Directors other than
Kevin Edwards and Tom Sykes, consider, having consulted with WH
Ireland, the Company's nominated adviser, that the terms of
Conditional Subscription are fair and reasonable insofar as the
Shareholders are concerned.
The Conditional Subscription is conditional upon Resolution 1
being passed and Admission occurring no later than 8.00 a.m. on 20
December 2016 (or such later date as the Company and WH Ireland
shall agree, being no later than 30 December 2016).
The Open Offer is being made on a pre-emptive basis, allowing
all Shareholders on the register as at 6.00 p.m. on 17 November
2016, ("Qualifying Shareholders") the opportunity to
participate.
The Open Offer provides Qualifying Shareholders with the
opportunity to apply to acquire Open Offer Shares at the Issue
Price pro rata to their holdings of Ordinary Shares ("Qualifying
Shares") as at the Record Date on the following basis:
2 Open Offer Shares for every 5 Qualifying Shares
and so on in proportion to any other number of Qualifying Shares
then held.
Entitlements to apply to acquire Open Offer Shares will be
rounded down to the nearest whole number and any fractional
entitlement to Open Offer Shares will be disregarded ("Basic
Entitlement").
Shareholders who do not take up their Basic Entitlement will
experience a dilution to their interests of approximately 23.2 per
cent. following the Fundraising (assuming full subscription under
the Open Offer). Shareholders who take up their Basic Entitlements
in full will obtain an increase to their interests of approximately
7.6 per cent. on the same basis.
Qualifying Shareholders should note that the Open Offer Shares
have not been underwritten.
The Open Offer is subject to the satisfaction, amongst other
matters, of the following conditions on or before 20 December 2016
(or such later date, being not later than 8.00 a.m. on 30 December
2016, as the Company and WH Ireland may decide):
-- the passing of Resolution 2 at the General Meeting (or any adjournment thereof); and
-- Admission becoming effective by 8.00 a.m. on 20 December 2016
(or such later time or date not being later than 8.00 a.m. on 30
December 2016 as the Company and WH Ireland may decide).
The new Ordinary Shares will, when issued and fully paid, 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
Admission.
Current trading and prospects
In its interim results for the six months ended 31 March 2016
announced on 26 May 2016, LightwaveRF posted a loss after tax of
GBP384,000 on revenue of GBP804,000. It also announced an order
book of GBP750,000.
On 14 October 2016 the Company announced that the order book was
GBP800,000 and that the out-turn for the second half of the year
ending 30 September 2016 was expected to be in line with first half
results. This is still expected to be the case and results for the
year ended 30 September 2016 are expected to be announced in
mid-January 2017.
On 7 November 2016 the Company announced that its order book was
over GBP1 million following an additional order from its UK
electrical wholesale partner, Megaman.
Also in November 2016 the Company announced the launch of Amazon
Alexa voice control for the LightwaveRF product range. This marked
another milestone following the considerable investment in its
cloud platform which allows the integration with other systems
including IFTTT, Google Nest and now Amazon Alexa. Through just one
app, LightwaveRF can either directly operate its comprehensive
range of devices or be enhanced by powerfully linking to other
platforms.
Intentions of the Directors and Committed Capital in relation to
the Fundraising
Kevin Edwards (Chief Financial Officer) and Tom Sykes
(Commercial Director) have subscribed (conditionally upon
Admission) for 153,846 and 230,769 Subscription Shares
respectively. Barry Gamble (Chairman) has indicated his intention
to subscribe for his Basic Entitlement in full, being 208,333 Open
Offer Shares.
Committed Capital has indicated its intention to subscribe for
at least its Basic Entitlement.
General Meeting
The Circular will contain a notice convening a general meeting
to be held at the offices of LightwaveRF, The Birmingham Science
Park Aston, Faraday Wharf, Holt Street, Birmingham B7 4BB, UK at
11.00 a.m. on 19 December 2016 at which resolutions will be
proposed to, inter alia, grant sufficient share capital authorities
to the Directors, to enable the Fundraising to be effected. The
Circular is expected to be despatched to shareholders on or around
23 November 2016.
Open Offer statistics
Closing price per Existing Ordinary Share 16.5 pence
on 18 November 2016
Number of Qualifying Shares in issue 20,574,759
Number of Firm Subscription Shares(1) 7,980,769
Number of Existing Ordinary Shares 28,555,528
Basic Entitlement under the Open Offer 2 Open Offer
Shares for
every 5 Qualifying
Shares
ISIN of the Basic Entitlements GB00BDR6ZC88
ISIN of the Excess Open Offer Entitlements GB00BDR6ZD95
Issue Price of each new Ordinary Share 13 pence
Discount to the market price of 16.5 pence 21.2 per
per Existing Ordinary Share(2) cent.
Number of Open Offer Shares to be offered
for subscription by Qualifying Shareholders 8,229,903
Number of Subscription Shares to be issued
pursuant to the Conditional Subscription 384,615
Expected proceeds of the Open Offer (before GBP1.07 million
expenses)(3)
Expected proceeds of the Conditional Subscription GBP0.05 million
(before expenses)
Expected proceeds of the Fundraising (before GBP1.12 million
expenses)(3)
Enlarged Share Capital following Admission(3) 37,170,046
Percentage of Enlarged Share Capital represented 22.1 per
by the Open Offer Shares(3) cent.
Percentage of Enlarged Share Capital represented 1.0 per cent.
by the Subscription Shares(3)
Estimated net proceeds of the Fundraising(3) GBP1.05
million
Notes:
1. Comprises 7,692,307 Ordinary Shares issued pursuant
to the Firm Subscription and 288,462 Ordinary Shares
issued in lieu of fees
2. Based on the closing price on 18 November 2016
being the last practicable date prior to this announcement
3. Assuming full subscription under the Open Offer
Expected timetable of principal events
2016
Record Date for the Open Offer 6.00 p.m. on
17 November
Announcement of the Conditional Subscription 21 November
and Open Offer
Existing Ordinary Shares marked "ex" 21 November
by the London Stock Exchange
Basic Entitlements credited to stock 22 November
accounts in CREST of Qualifying CREST
Holders
Recommended latest time for requesting 4.30 p.m. on
withdrawal of Basic Entitlements from 9 December
CREST
Latest time for depositing Basic Entitlements 3.00 p.m. on
and/or Excess Entitlements into CREST 12 December
Latest time and date for splitting Application 3.00 p.m. on
Forms (to satisfy bona fide market claims 13 December
only)
Latest time and date for the receipt 11.00 a.m.
of completed Application Forms and payment on 15 December
in full under the Open Offer or settlement
of relevant CREST instruction (as appropriate)
Latest time and date for receipt of Forms 1.30 p.m. on
of Proxy 21 December
General Meeting 11.00 a.m.
on 19 December
Admission and commencement of dealings 8.00 a.m. on
of the New Ordinary Shares 20 December
New Ordinary Shares credited to CREST 20 December
stock accounts
Despatch of definitive share certificates w/c 2 January
for New Ordinary Shares 2017
For further information, please contact:
LightwaveRF plc www.lightwaveRF.com
Mike Lord, CEO +44 (0) 121 250
Kevin Edwards, CFO 3625
WHIreland Limited www.whirelandplc.com
Mike Coe/Ed Allsopp (Corporate +44 (0) 117 945
Finance) 3470
Jasper Berry (Institutional +44 (0) 20 7220
Sales) 1666
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOELFFIFLVLIFIR
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November 21, 2016 02:00 ET (07:00 GMT)
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