15 Jun 2022 07:30
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 as retained as part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended. Upon the publication of this Announcement, this inside information is now considered to be in the public domain.
15 June 2022
WANdisco plc ("WANdisco" or the "Company") LEI: 213800Y1A75RSC698O04
Subscription for shares raising approximately $19.8 million
WANdisco (LSE: WAND), the live data company, is pleased to announce the subscription of 5,857,862 new ordinary shares of ten pence each in the Company (the "Subscription Shares") by new and existing shareholders at a price of 270 pence per share (a premium of 5.5% on the closing share price on 14 June 2022 of 255 pence) raising gross proceeds of approximately $19.8 million at the exchange rate fixed on 7 June 2022 (the "Subscription"). This represents 9.77% of the entire existing issued share capital of WANdisco. The Subscription Shares will be issued under the Company's existing shareholder authorities from its 2021 AGM, free of pre-emption rights. The proceeds will be used to support our sales and marketing programmes and to provide growth working capital.
The following investors participated in the Subscription (the "Subscribers"):
· Davis Capital Partners, LLC
· Global Frontier Partners, LP
· Global Frontier Technology Opportunity Fund, LP
· Grant Dollens
· Coast Capital Management
The Subscription represents a related party transaction under the AIM Rules as Grant Dollens is both a managing member for Global Frontier as well as being a Non-Executive Director of the Company, and the directors of the Company confirm that they consider having consulted with its nominated adviser, the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
Each of the Subscribers has also contractually agreed to a lock-in with the Company pursuant to which the Subscribers have undertaken not to dispose of their Subscription Shares following Admission at any time prior to the twelve-month anniversary of Admission.
The Subscription Shares have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act") or any state securities laws, and were offered and sold, and may only be offered and sold in the United States or to a U.S. person (as defined in Rule 902 under the Securities Act) pursuant to, and in compliance with, an applicable exemption from the registration requirements of the Securities Act . This news release does not constitute an offer to sell, or a solicitation of an offer to buy, such securities in the United States.
Admission
Application for the Subscription Shares to be admitted to trading on AIM ("Admission") will be made in due course. It is currently expected that settlement of all of the Subscription Shares and Admission will take place at 8.00 a.m. on or around 20 June 2022. The Subscription is conditional upon, inter alia, Admission becoming effective.
Total voting rights
The Subscription Shares will, when issued, rank pari passu in all respects with, and will carry the same voting and dividend rights as the existing ordinary shares. Following Admission of the Subscription Shares, the Company's enlarged issued share capital will comprise 65,794,692 voting ordinary shares. The aforementioned figure of 65,794,692 voting ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
David Richards, Chief Executive Officer and Chairman of WANdisco, commented:
"The acceleration in the business seen in Q122 is continuing into Q2. We have made significant achievements with major contract wins in the IoT space to new and existing customers, in addition to continuing to secure large contracts for replicating on premises Hadoop data to the cloud. The continued improvement in the business, coupled with our unique set of solutions and high visibility of near-term pipeline, affirms our confidence in our ability to significantly improve results in FY22.
We are very pleased to welcome a new investor to the share register. Coast Capital Management. Coast Capital Management is an investment firm which makes long term investments in companies which are leaders in growing and profitable industries."
1 | Details of the person discharging managerial responsibilities/person closely associated | |
a) | Name | Grant Dollens |
2 | Reason for the notification | |
a) | Position/status | Non-Executive Director |
b) | Initial notification/Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | WANdisco plc |
b) | LEI | 213800Y1A75RSC698O04 |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 10p each
ISIN: JE00B6Y3DV84 | ||
b) | Nature of the transaction | Purchase of shares | ||
c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
270p | 137,625 | |||
d) | Aggregated information
- Aggregated volume
- Price
- Aggregated total |
See 4c) above | ||
e) | Date of the transaction | 15 June 2022 | ||
f) | Place of the transaction | London Stock Exchange (XLON) | ||
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by David Richards, CEO and Chairman.
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About WANdisco
WANdisco is the LiveData company. WANdisco's LiveData Cloud Services enable enterprises to create an environment where data is always available, accurate and protected, creating a strong backbone for their IT infrastructure and a bedrock for running consistent, accurate machine learning applications. With zero downtime and zero data loss, WANdisco LiveData Platform keeps geographically dispersed data at any scale consistent between on premises and cloud environments allowing businesses to operate seamlessly in a hybrid or multi-cloud environment. For more information on WANdisco, visit www.wandisco.com .