THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE
1 March 2019
("LightwaveRF" or the "Company")
Result of placing
LightwaveRF (AIM: LWRF), the leading smart homes solutions provider, is pleased to announce that, following the announcement released on 28 February 2019 ("Announcement"), it has successfully raised gross proceeds of £2.50 million through a placing of, and a subscription for, an aggregate of 29,411,780 new Ordinary Shares at a price of 8.5 pence per share (the "Issue Price").
A total of 4,373,322 new Ordinary Shares have been placed under the Firm Placing at the Issue Price, thereby raising approximately £0.37 million and a further 7,097,280 new Ordinary Shares have been placed with existing and new investors, subject to Shareholder approval, under the Conditional Placing at the Issue Price, thereby raising a further £0.60 million.
The Announcement confirmed that a total of 6,346,678 new Ordinary Shares would be issued under the Firm Subscription at the Issue Price, thereby raising approximately £0.54 million, and a further 11,594,500 new Ordinary Shares would also be issued under the Conditional Subscription at the Issue Price, thereby raising a further £0.99 million.
The Announcement also confirmed that the Company proposes to raise a further £0.5 million by way of a conditional open offer of 5,964,387 Open Offer Shares to qualifying shareholders at the Issue Price (the "Open Offer"), subject to Shareholder approval. Committed Capital intends to subscribe for its Basic Entitlement under the Open Offer in full and to apply for all of the remaining Open Offer Shares using the Excess Application Facility, being, in aggregate, 5,964,387 Open Offer Shares. To the extent that applications are received in respect of more than 5,964,387 Open Offer Shares in aggregate, excess applications will be scaled back accordingly. Applications for Excess Shares will be allocated in such manner as the Directors may determine, in their absolute discretion.
The Conditional Subscription, Conditional Placing and Open Offer are all conditional upon the passing of certain Resolutions. Accordingly, a circular (the "Circular") is expected to be posted on 1 March 2019 notifying shareholders of a general meeting which is being convened for the purpose of considering the Resolutions, at the Company's offices, Innovation Birmingham Campus, Faraday Wharf, Holt Street, Birmingham B7 4BB on 19 March 2019 at 11.00 a.m.
The Firm Placing and Conditional Placing were conducted by way of an accelerated bookbuild process. Stockdale Securities Limited ("Stockdale") acted as sole broker on the Firm Placing and Conditional Placing.
The Issue Price represents a discount of approximately 5.6 per cent. to the Closing Price of 9.0 pence on 27 February 2019, being the last business day prior to the Announcement.
Application has been made for admission of the Firm Placing Shares and the Firm Subscription Shares to trading on AIM and dealings in the Firm Placing Shares and the Firm Subscription Shares are expected to commence at 8.00 a.m. on 6 March 2019. The Firm Placing Shares and the Firm Subscription Shares, when issued, will rank pari passu with the Existing Ordinary Shares.
Application will be made for admission of the Conditional Placing Shares and the Conditional Subscription Shares to trading on AIM and dealings in the Conditional Placing Shares and the Conditional Subscription Shares (other than in respect of the Deferred Settlement Shares) is expected to occur at 8.00 a.m. on 20 March 2019 (or such later date, being not later than 8.00 a.m. on 29 March 2019, as the Company and Stockdale may agree).
Related Party Transactions
Committed Capital has agreed to subscribe for 4,844,753 Firm Subscription Shares and 10,329,600 Conditional Subscription Shares. It also intends to subscribe for its Basic Entitlement under the Open Offer in full and to apply for all of the remaining Open Offer Shares using the Excess Application Facility. As at the date of this Document, Committed Capital holds 14,717,334 Existing Ordinary Shares representing approximately 20.56 per cent. of the Existing Ordinary Shares. As such, Committed Capital is a substantial shareholder of the Company and its participation in the Firm Subscription and the Conditional Subscription and its subscription for its Basic Entitlement under the Open Offer and all of the remaining Open Offer Shares using the Excess Application Facility are related party transactions pursuant to AIM Rule 13 of the AIM Rules.
In addition, Unicorn Asset Management Limited has agreed to subscribe for 2,499,040 Firm Placing Shares and 3,383,310 Conditional Placing Shares. As at the date of this Document, Unicorn Asset Management Limited holds 10,725,917 Existing Ordinary Shares representing approximately 14.99 per cent. of the Existing Ordinary Shares. As such, Unicorn Asset Management Limited is a substantial shareholder of the Company and its participation in the Firm Placing and the Conditional Placing is a related party transaction pursuant to AIM Rule 13 of the AIM Rules.
The Directors (other than Steve Harris, a Non-Executive Director of the Company, who is also the Chief Executive Officer of Committed Capital) consider, having consulted with the Company's nominated adviser, Stockdale, that the terms of Committed Capital's participation in the Firm Subscription, Conditional Subscription and its subscription for its Basic Entitlement and its subscription for all of the remaining Open Offer Shares under the Excess Application Facility under the Open Offer are fair and reasonable insofar as the Shareholders are concerned.
The Directors (other than Steve Harris) consider, having consulted with the Company's nominated adviser, Stockdale, that the terms of Unicorn Asset Management Limited's participation in the Firm Placing and the Conditional Placing are fair and reasonable insofar as the Shareholders are concerned.
Immediately following Admission (and assuming the Resolutions are passed), Committed Capital will hold 35,856,074 Ordinary Shares, representing approximately 33.53 per cent. of the Enlarged Share Capital and Unicorn Asset Management Limited will hold 16,608,267 Ordinary Shares, representing approximately 15.53 per cent. of the Enlarged Share Capital.
This announcement contains inside information within the meaning of Article 7 of the Market Abuse Regulation (EU) No 596/2014. With the publication of this announcement, this information is now considered to be in the public domain.
For further enquiries please contact:
Jason Elliott, CEO
Kevin Edwards, CFO
+44 (0) 121 250 3625
Stockdale Securities Limited
Tom Griffiths / David Coaten
+44 (0) 20 7601 6100
Yellow Jersey PR
+44 (0) 7747 788 221
LightwaveRF is the UK's only fully integrated home automation company.
New customers typically buy a starter pack of Link Plus hub and smart dimmer which has Apple HomeKit compatibility, 2-way communication and built-in energy monitoring. Later adding other easy to install devices from the Lightwave range enables further in-home control, monitoring and automation of lighting, heating and power.
Devices may be operated manually, by smartphone or tablet-based apps and also through Google Assistant and Amazon Alexa voice control.
Leading tech industry publication 9to5 Mac describes LightwaveRF as "the best UK HomeKit solution for smart lighting".
For further information and "Newsletter sign up", please visit: www.LightwaveRF.com/corporate/
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Placing, the Subscription and the Open Offer as described above, and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
Defined terms used in this announcement will have the meaning (unless the context otherwise requires) as set out in the Announcement and the Circular being posted to Shareholders shortly, which will be available shortly thereafter on the Company's website www.LightwaveRF.com.