Cyanconnode Regulatory News (CYAN)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any investment decision in respect of CyanConnode Holdings plc or other evaluation of any securities of CyanConnode Holdings plc or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

This Announcement contains inside information for the purposes of the UK version of the market abuse regulation (EU No. 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). In addition, market soundings (as defined in UK MAR) were taken in respect of certain of the matters contained in this Announcement, with the result that certain persons became aware of such inside information, as permitted by UK MAR. Upon the publication of this Announcement, this inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information.

24 January 2023

CyanConnode Holdings plc

("CyanConnode" or the "Company")

Result of Oversubscribed Placing and Subscription

CyanConnode (AIM:CYAN.L), a world leader in narrowband radio frequency (RF) smart mesh networks, is pleased to announce that, further to its announcement at 5.11 p.m. on 23 January 2023, it has successfully completed a placing of new Ordinary Shares, by way of an accelerated bookbuild, which is now closed (the "Placing"), and a subscription (the "Subscription") of new Ordinary Shares (the Placing and the Subscription together being the "Fundraising"). The Placing was oversubscribed.

The Fundraising raised, in aggregate, £5.25 million (before expenses) through the placing of 30,882,352 new Ordinary Shares at an Issue Price of 17 pence per new Ordinary Share. The Issue Price is equal to the closing market price of 17 pence per existing Ordinary Share on 20 January 2023, being the last business day prior to the announcement of the Fundraising.

Directors' Dealings

Pursuant to the Fundraising and further to the Company's announcement on 23 January 2023, John Cronin, Heather Peacock, David Johns-Powell and Peter Tyler, each being a Director of the Company, have now participated a total of £115,000 in the Fundraising as follows:

John Cronin, Heather Peacock, David Johns-Powell and Peter Tyler as Directors of the Company, are accordingly classified as related parties under the AIM Rules for Companies and their participation in the Fundraising therefore constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.

Accordingly, Chris Jones, being the independent director, considers, having consulted with Cenkos Securities Plc, the Company's Nominated Adviser, that the terms of the Directors' participation in the Fundraising is fair and reasonable insofar as Shareholders are concerned. 

Admission to trading on AIM

Application will be made to the London Stock Exchange for the admission of the new Ordinary Shares to trading on AIM ("Admission"). Further to the Company's announcement on 23 January 2023, it is now expected that Admission will become effective and dealings in the new Ordinary Shares will commence at 8.00 a.m. on or around 30 January 2023.

Total voting rights

Following the Admission, the Company will have 271,534,423 Ordinary Shares in issue. The Company holds no Ordinary Shares in Treasury. This figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used but not otherwise defined in this announcement shall have the same meanings ascribed to such terms in the Company's announcement at 5.11 p.m. on 23 January 2023 unless otherwise specified.

John Cronin, Executive Chairman, CyanConnode, commented:

"We recently announced an order for c. 1 million units, taking orders won this financial year to 2.3 million units. This shows significant growth compared to the previous year where we had won orders for a total of 1.3 million units in all years prior to 31 March 2022. There are currently tenders out in India for more than 100 million units. The funds raised by this placing will allow us to maintain momentum and win some of the large opportunities being presented to us at this time. On behalf of the Board, I would like to thank all shareholders who have participated in this fundraising for their continued support."

Enquiries:

IMPORTANT INFORMATION

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Zeus Capital Limited or by any of its affiliates as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it (other than the Appendix in relation to Placees) form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the new Ordinary Shares have not been, and will not be, registered under the Securities Act or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, the Republic of South Africa, or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, the Republic of South Africa or Japan.

The distribution or transmission of this Announcement and the offering of the new Ordinary Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company or the Broker that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Broker to inform themselves about, and to observe, such restrictions. In particular, this Announcement may not be distributed, directly or indirectly, in or into the United States, Canada, the Republic of South Africa, Australia or Japan. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this document to a jurisdiction outside the UK should seek appropriate advice before taking any action.

This Announcement contains "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could", "indicative", "possible" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings or losses per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or losses per share of the Company.

Zeus Capital Limited ("Zeus"), which is authorised and regulated by the FCA in the United Kingdom, is acting as Broker to the Company in connection with the Placing. Zeus will not be responsible to any person other than the Company for providing the protections afforded to clients of Zeus or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Zeus is not making any representation or warranty, express or implied, as to the contents of this Announcement. Zeus has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Zeus for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information.

Cenkos Securities Plc ("Cenkos"), which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser to the Company in connection with the Fundraising. Cenkos has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Cenkos for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information. The responsibilities of Cenkos as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

The new Ordinary Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

PDMR Notification Form

The notification below is made in accordance with the requirements of MAR.