25 Nov 2019 07:00
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION.
25 November 2019
WANdisco plc
("WANdisco" or the "Company")
LEI: 213800Y1A75RSC698O04
Subscription for shares raising approximately $16.5million
WANdisco (LSE: WAND), the live data company, is pleased to announce the subscription of 2,998,413 new ordinary shares of ten pence each in the Company (the "Subscription Shares") by existing shareholders at a price of 425 pence per share (a premium of 23.2% on the closing share price on 22 November 2019) raising gross proceeds of approximately $16.5 million (the "Subscription"). This represents 6.63% of the entire existing share capital of WANdisco and the Subscription Shares will be issued under the Company's existing authorities. The proceeds will be used to support our relationships with strategic cloud partners and provide growth working capital.
The following investors participated in the Subscription (the "Subscribers"):
·; Davis Partnership, LP
·; Global Frontier Partners, LP
·; Ross Creek Capital Management, LLC
·; Acacia Partners, LP
·; Acacia Partners II, LP
·; Acacia Institutional Partners, LP
·; Acacia Conservation Fund, LP
·; Herald Investment Management Ltd.
Each of the Subscribers has 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 shares will be issued pursuant to an exemption from registration under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities to be sold in the private placement have not been registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
Current trading
WANdisco has continued to win contracts across a variety of end-markets and partners, including a recently announced contract with Micro-D valued at $3 million over three years. The Company has good visibility into renewals and a growing pipeline of late-stage deals with strategic partners during the second half and reiterates its revenue guidance given on 25 September 2019 for the 2019 financial year.
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 29 November 2019. 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 48,240,880 voting ordinary shares. The aforementioned figure of 48,240,880 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:
"This year we have struck new partnerships with Databricks and Neudesic and deepened existing relationships, striking a landmark agreement to embed Fusion into Microsoft Azure. These strategic partnerships and the successful launch of LiveMigrator and LiveAnalytics, underpins a growing sales pipeline, all of which, gives me confidence in our prospects for this year and over the long-term."
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 of the Company and Global Frontier Partners, LP | |||||||||
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) |
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d) | Aggregated information
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e) | Date of the transaction | 21 November 2019 | |||||||||
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.
WANdisco plc | via FTI Consulting |
David Richards, Chief Executive Officer and Chairman |
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Erik Miller, Chief Financial Officer |
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FTI Consulting | +44 (0)20 3727 1137 |
Matt Dixon / Harry Staight / Chris Birt / Kwaku Aning | |
Stifel (Nomad and Joint Broker) | +44 (0)20 7710 7600 |
Fred Walsh / Neil Shah |
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Peel Hunt (Joint Broker) | +44 (0)20 7418 8900 |
Edward Knight / Nick Prowting |
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WH Ireland Limited (Joint Broker) | +44 (0)20 7220 1666 |
Adam Pollock |
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About WANdisco:
WANdisco is the LiveData company for machine learning and AI. WANdisco solutions 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 Fusion 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. WANdisco has over a hundred customers and significant go-to-market partnerships with Microsoft Azure, Amazon Web Services, Google Cloud, Oracle, and others as well as OEM relationships with IBM and Alibaba. For more information on WANdisco, visit www.wandisco.com.