Last checked at 26 Jul 2011 07:00
Cyan Holdings plc
("Cyan" or "the Company")
Proposed Placings
Notice of General Meeting
Cyan Holdings Plc (AIM:CYAN.L), announces details of proposed placings of 182,384,615 ordinary shares at 0.65 pence per ordinary share ("Placings") by XCAP Securities to raise approximately £1.1 million after expenses and a General Meeting ("GM"), to be held at 11.00 a.m. on 16 August 2011. It is intended that the net proceeds from the Placings will be used for general working capital requirements and to invest in accelerating the development of our lighting system as well as to invest in pursuing strategic metering engagements. XCAP Securities PLC acted as an agent to the Placings. A document containing the notice of the GM has been posted to all shareholders in the Company and is available to view on the Company's website at: www.cyantechnology.com.
Background to and reasons for the Placings
As recent announcements demonstrate, Cyan is experiencing a rapid growth in the number and frequency of orders for its lighting products. Various new customers have placed an initial order for an initial project. These initial projects have total requirements significantly larger than the initial orders placed and in some cases Cyan have been able to determine the entire size of the initial projects. The Board expects each of these customers to deploy Cyan lighting control into follow-on projects, which means that the revenue potential solely from the customer contracts that the Company has already announced is significant.
The pace of new enquiries and the number of active prospects is also increasing and as Cyan expands into new geographies these increase the requirement for both working capital and local support. The Board is excited by the pace of growth of Cyan's lighting business, and wishes to accelerate the development of new back office management systems to address customer demand for secure systems capable of managing networks of hundreds of thousands of lights.
In addition, the Company is now engaged in a small number of substantial and strategically important engagements which, if realised, would lead to large orders and deployments of Cyan metering products. Additional development investment is required to maximise the Company's prospects of success with these engagements, and strength of balance sheet is expected to be a factor in the selection of a supplier.
The purpose of the Placings is to provide the Company with incremental resources for working capital and to invest in accelerating the development of our lighting system as well as to invest in pursuing the strategic metering engagements. The Company has already seen initial orders and the Board is now expecting follow-on orders to generate meaningful revenue in 2011. The Directors are excited by the activities and wish to invest to support the initial lighting customers and the large networks that they wish to control while ensuring that the resources are available to address the strategic metering engagements.
Details of the Placings
The Company intends to raise approximately £1.1 million, net of expenses, through the issue of 182,384,615 new ordinary shares (the "Placing Shares") at 0.65 pence per ordinary share (the "Placing Price") pursuant to the Placings, comprising of a VCT and a general Placing.
The Placing Price represents a discount of approximately 22.6 per cent. to the closing mid-market price of 0.84 pence per ordinary share as at 25 July 2011, the latest practicable date prior to the announcement of the Placings. The Placing Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared following Admission.
The Placing Shares will represent approximately 15.33 per cent. of the Company's enlarged share capital.
The Placings are being made on a non pre-emptive basis as the time delay and costs associated with a pre-emptive offer are considered by the Directors to be excessive.
Application will be made by the Company for the Placing Shares to be admitted to trading on AIM. Subject to completion of the Placings, it is expected that the Placing Shares will be admitted to trading on AIM and that dealings will commence at 8.00 a.m. on 17 August 2011 in respect of the Placing Shares.
The issue of the Placing Shares, is conditional, inter alia, upon:
(a) the approval of the Resolutions at the GM;
(b) the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms; and
(c) Admission,
in each case by no later than 8.00 a.m. on 17 August 2011 (or such time and date as the Company and XCAP Securities plc may agree, being not later than 24 August 2011).
Pursuant to the terms of the Placing Agreement, XCAP Securities plc has conditionally agreed to use its reasonable endeavours, as agent to the Company, to place the Placing Shares at the Placing Price with certain institutional and other investors. The above obligations are subject to certain conditions including those listed above. The Placings are not underwritten.
The Placing Agreement contains customary warranties given by the Company with respect to its business and certain matters connected with the Placings. In addition, the Company has given certain indemnities to XCAP Securities plc in connection with the Placings and XCAP Securities plc's performance of services in relation to the Placings. XCAP Securities plc is entitled to terminate the Placing Agreement in specified circumstances.
Directors' Shareholdings
The beneficial and non-beneficial interests of the Directors in Ordinary Shares (not including Ordinary Shares held by the Cyan Employee Benefit Trust) on the date of this document and following the Placings are set out below:
Existing | Following the Placings | |||
Number of Ordinary | Existing Ordinary | Number of Ordinary | Issued Ordinary | |
Director | Shares | Share Capital | Shares | Share Capital |
Kenneth Lamb | 12,178,708 | 1.21% | 12,178,708 | 1.02% |
Dr. John Read | 10,221,470 | 1.01% | 10,221,470 | 0.86% |
Simon Smith | 9,986,422 | 0.98% | 9,986,422 | 0.83% |
The following ordinary shares held by the Cyan Employee Benefit Trust are beneficially owned by the following Directors to the extent the share price of the Company exceeds 2.5p per ordinary share:
Number of Ordinary
Director Shares
Kenneth Lamb 30,000,000
Dr. John Read 1,000,000
Save as stated above, the Directors have no interest in the share capital of the Company.
26 July 2011
Enquiries:
Cyan Holdings plc www.cyantechnology.com
Kenn Lamb, CEO Tel: +44 (0)1954 234 400
Cenkos Securities plc
Stephen Keys / Adrian Hargrave Tel: +44 (0)20 7397 8900
XCAP Securities plc
Jon Belliss / Parimal Kumar Tel +44 (0)20 7101 7070
Media - Hansard Communications
Adam Reynolds / Nicholas Nelson / Guy McGougall Tel: +44(0)20 7245 1100