CyanConnode Holdings PLC Result of Placing and Subscription (8033Z)

TIDMCYAN

RNS Number : 8033Z

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")

Result of Placing and Subscription

Key Highlights

-- Placing and Subscription to raise GBP3.2 million through the issue of 1,906,912,392 New Ordinary Shares

   --      Issue Price of 0.17 pence per New Ordinary Share 
   --      The Fundraising is with new and existing institutional and EIS/VCT investors 

CyanConnode, the world leader in narrowband radio mesh networks, is pleased to announce that, following its earlier announcement, the Company has conditionally raised gross proceeds of GBP3.2 million through the successful Placing of 230,441,804 New Ordinary Shares and Subscription of 1,676,470,588 New Ordinary Shares, in aggregate 1,906,912,392 New Ordinary Shares at a price of 0.17 pence per New Ordinary Share. Cantor Fitzgerald Europe and Beaufort Securities Limited acted as Joint Brokers in relation to the Placing.

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 Placing Shares and Subscription Shares will represent approximately 10.71 per cent. of the Company's Enlarged Share Capital. The Circular setting out the details of the proposed Placing and Subscription will be posted to Shareholders later today and will be available on the Company's website at www.cyanconnode.com.

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM and 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 Shares will be admitted to trading on AIM on or around 8.00 a.m. on 7 April 2017 ("Admission"). The New Ordinary Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of the New Ordinary Shares and will otherwise be identical to and rank on Admission pari passu in all respects with the Existing Ordinary Shares. The New Ordinary Shares are not being made available to the public and are not being offered or sold in or into any jurisdiction where it would be unlawful to do so.

Following Admission, the Company will have 17,809,983,407 ordinary shares of 0.01 pence each ("Ordinary Shares") in issue, none of which will be held in treasury.

Related Party Transactions

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 Company'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.

John Cronin, Executive Chairman, commented:

"I was delighted to be approached by both our existing strategic investor as well as investors seeking EIS/VCT long term investment. This funding round was driven by investors seeking a substantial capital gain which is aligned with the GBP1.8 million of investments already made in the Company by myself and the Board. We have secured multiple new customer contracts in the last four months, together with a good backlog of orders from India, Iran, Bangladesh and the UK, which we are now converting into revenue. I would like to thank both new and existing shareholders for their continued support."

Terms used but not defined in this announcement shall have the meanings given to them in the announcement released via RNS at 9.00 a.m. this morning

.

For further information, please contact:

 
 Cyan Holdings plc                 Tel: [phone] 
                                    225060 
 John Cronin, Executive Chairman   www.cyanconnode.com 
 
 Cantor Fitzgerald Europe -        Tel: [phone] 
  Nomad and Broker                  7000 
 Andrew Craig / Richard Salmond 
 
 Beaufort Securities Limited       Tel: +44 (0) 20 
  - Joint Broker                    7382 8300 
 Jon Belliss 
 
 Walbrook PR - Financial PR        Tel: [phone] 
                                    8780 
 Paul Cornelius/Nick Rome          [e-mail] 
 

About CyanConnode

CyanConnode is a world leader in narrowband RF mesh networks that enable Omni IoT communications. Cyan's Ultimesh provides narrowband RF mesh network, optimised for exceptional performance and total cost of ownership and Connode's Panmesh delivers standards-based IPv6 solutions, enabling rapid innovation for the implementation of 3(rd) party applications. The Group 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.

This information is provided by RNS

The company news service from the London Stock Exchange

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March 17, 2017 06:36 ET (10:36 GMT)