26 Mar 2020 07:00
Location Sciences Group PLC("Location Sciences" or the "Company")
Issue of Warrants
Location Sciences (AIM: LSAI), the leading location data verification company, announces that it has agreed to issue warrants to subscribe for up to, in aggregate, 74,286,667 New Ordinary Shares at an exercise price of 0.1 pence per New Ordinary Share (the "Warrants").
The Warrants, which will be issued conditional upon Admission, will be issued to all Placees participating in the Placing to raise approximately £0.975 million announced by the Company on 6 March 2020. Each Placee will receive two Warrants for every three Placing Shares subscribed. The Warrants are exercisable at 0.1 pence per New Ordinary Share during the period from Admission until 30 June 2020, with any unexercised Warrants lapsing following this date. The Warrants will be issued in certificated form and will not be transferable. It is anticipated that certificates for the Warrants will be posted to Placees by no later than 10 Business Days after Admission. No application will be made for the Warrants to be admitted to trading on AIM.
Background to, and reasons for, the issue of the Warrants
On 6 March 2020, the Company announced that it had conditionally raised approximately £0.975 million (before expenses) through a Placing comprising the issue and allotment of 111,430,000 New Ordinary Shares at an issue price of 0.875 pence per New Ordinary Share ("Issue Price").
The Issue Price represented a discount of 37.5 per cent. to the closing mid-market price of 1.4 pence per Existing Ordinary Share on 5 March 2020. However, since the Company's announcement on 6 March 2020, there have been adverse financial market conditions due to the COVID-19 pandemic which has seen global share prices reduce. As a consequence, the Company's closing mid-market price on 25 March 2020 was 0.575 pence per Existing Ordinary Share, being approximately 35 per cent. below the Issue Price. In these unprecedented circumstances, the Board has taken the decision to secure the success of the Placing through the issue of the Warrants which, if fully exercised, reduces the Issue Price to the equivalent of 0.565 pence per New Ordinary Share.
If all of the Warrants are exercised, the gross proceeds receivable by the Company would be £74,287, bringing the aggregate value of the fundraising, including the proceeds of the Placing, to approximately £1.05 million.
The issue of the Warrants will utilise the Company's existing share authorities put in place at the Company's annual general meeting held on 1 May 2019.
Mark Slade, Chief Executive Officer of Location Sciences, commented: "The impact of COVID-19 on the financial markets has been profound, which has resulted in our share price falling well below the Issue Price and, as a consequence, we have had to try to balance the interests of Placees with what is best for the Company.
This is clearly not something we, as Directors, take lightly and we are deeply aware that this Placing impacts our existing loyal Shareholders. However, we do hope Shareholders will appreciate that it provides the funding the business needs and gives us the ability to keep growing. Thank you to all those who have shown us support; we will continue to work night and day to build value for you all. I do hope some of you can attend today's General Meeting virtually so I can answer your questions directly."
Terms used in this announcement but not otherwise defined have the meanings given to them in the Circular.
For further information please contact:
Location Sciences Group PLC | via Milk and Honey PR |
Mark Slade, Chief Executive Officer |
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David Rae, Chief Financial Officer |
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Shore Capital (Nomad and Broker) | Tel: +44 (0)20 7408 4090 |
Tom Griffiths |
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David Coaten |
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Peterhouse Capital (Placing Agent) Charles Goodfellow Eran Zucker | Tel: +44 (0) 20 7220 9791 |
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Milk & Honey PR | Tel: +44 (0)20 3637 7310 |
Kirsty Leighton |
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Jessica Ballinger |
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The person making this notification on behalf of the Company is David Rae, Chief Financial Officer of the Company.
About Location Sciences
Location Sciences is the pre-eminent global location verification provider to the $190 billion digital advertising industry, working in partnership with brands, media agencies and suppliers to reduce ad wastage and improve the effectiveness of location-based advertising campaigns.
The digital advertising marketplace remains unregulated and unmonitored, with an estimated $19 billion wasted on ad fraud in 2018. Location Sciences has developed Verify, the world's first independent location verification product. Utilising sophisticated machine learning and pattern recognition technologies, Verify detects location ad fraud and shines a light on location data inaccuracy with the aim of bringing back integrity, transparency and trust to the market place.