CyanConnode Holdings plc (LON:CYAN), a world leader in narrowband radio frequency (RF) smart mesh networks, has announce that, further to its announcement on 8 November 2023, it has successfully completed a Placing of new Ordinary Shares and Investor Warrants, by way of an accelerated bookbuild, which is now closed, and a Subscription of new Ordinary Shares and Investor Warrants by certain of the Company’s Directors and other investors. The Placing was oversubscribed. Capitalised terms used but not defined in this announcement shall have the meanings given to such terms in the Launch Announcement unless indicated otherwise.
The Fundraising raised, in aggregate, £2.7 million (before expenses), at an Issue Price of 10 pence per new Ordinary Share, reflecting a 1 per cent discount to the closing price on 7 November 2023, being the last business day prior to the announcement of the Fundraising.
Pursuant to the First Admission, 600,300 First Placing Shares and 2,000,000 EIS Subscription Shares will be issued. Pursuant to the Second Admission, 18,588,200 Second Placing Shares and 6,000,000 Remaining Subscription Shares will be issued.
In addition, each subscriber in the Placing and the Subscription will be issued one Investor Warrant for each new Ordinary Share subscribed for by it in the Placing or the Subscription. 2,600,300 Investor Warrants will be issued pursuant to the First Placing and 24,588,200 Investor Warrants will be issued pursuant to the Second Placing. If exercised in full, the Investor Warrants would result in the issue of a total of 27,188,500 further new Ordinary Shares.
Directors’ Dealings and Related Party Transaction
Pursuant to the Fundraising and further to the Company’s announcement on 8 November 2023, John Cronin (via the Placing), and Heather Peacock and David Johns-Powell (via the Subscription), each being a Director of the Company, have participated for a total amount of £100,000 as follows:
| Director | Role | Number of Ordinary Shares subscribed for in the Fundraising | No. of Ordinary Shares held post-Admission | % of enlarged share capital | Number of Investor Warrants |
| John Cronin | Executive Chairman | 300,000 | 6,518,848 | 2.18% | 300,000 |
| Heather Peacock | CFO and Company Secretary | 200,000 | 1,269,246 | 0.42% | 200,000 |
| David Johns-Powell | Non-Executive Director | 500,000 | 17,121,561 | 5.72% | 500,000 |
John Cronin, Heather Peacock and David Johns-Powell, as Directors of the Company, are classified as related parties under the AIM Rules for Companies and their participation in the Fundraising constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.
Accordingly, Chris Jones and Peter Tyler, being the independent Directors for the purpose of the related party transaction, consider, having consulted with the Company’s nominated adviser, Strand Hanson, that the terms of the above-named Directors’ participation in the Fundraising are fair and reasonable insofar as Shareholders are concerned.
Admission to trading on AIM
Application will be made to the London Stock Exchange for admission of the Ordinary Shares to be issued pursuant to the Placing and the Subscription to trading on AIM.
As detailed in Company’s announcement on 8 November 2023, it is expected that settlement for and admission of the total 2,600,300 First Placing Shares and EIS Subscription Shares to trading on AIM is expected to take place on or before 8.00 a.m. on 14 November 2023 (or such later date as the Company, Zeus and Strand Hanson may agree, but in any event not later than 8.00 a.m. on 11 December 2023).
Settlement for and admission of the total 27,188,500 Second Placing Shares and Remaining Subscription Shares to trading on AIM is expected to take place on or before 8.00 a.m. on 15 November 2023 (or such later date as the Company, Zeus and Strand Hanson may agree, but in any event not later than 8.00 a.m. on 12 December 2023).
Total voting rights
Following Admission, the Company will have 299,075,864 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.
John Cronin, Executive Chairman, CyanConnode, commented:
“CyanConnode has won orders for a total of 5.3 million Omnimesh modules to date, with a significant proportion (4 million units) of this order book being won during the past 18 months and this has resulted in a requirement for additional working capital. In addition, the Company is currently participating in tenders for more than 150 million units, certain of which are at an advanced stage and, although there can be no certainty on quantum or timings of receipt of orders or delivery thereof, the Company believes awards for some of these tenders may be made in the near future.
On behalf of the Board, I would like to thank all shareholders who have participated in this fundraising for their continued support.”
