THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND DEPENDENCIES, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN DIALIGHT PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF DIALIGHT PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF EU REGULATION 596/2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
27 September 2023
Dialight plc
("Dialight", the "Company", or the "Group")
Results of Placing
Dialight (LSE: DIA.L) a global leader in sustainable LED lighting for industrial applications, is pleased to announce the results of the placing and retail offer announced by the Company yesterday (the "Placing Announcement").
A total of 6,635,257 new ordinary shares of 1.89 pence each in the capital of the Company (the "New Ordinary Shares") have been allotted pursuant to the Placing and the retail offer via the REX platform (the "REX Retail Offer") to raise gross proceeds of approximately £10.55 million (the "Fundraising"), conditional on the shareholder approval detailed below. The net proceeds from the Fundraising will be used to support an ambitious transformation plan designed to materially improve financial performance over the medium term.
All directors of the Company have participated in the Fundraising totalling, in aggregate, £0.22 million.
The New Ordinary Shares being issued pursuant to the Fundraising represent approximately 19.99 per cent. of the existing issued ordinary share capital of the Company immediately prior to the Fundraising. The offer price of 159 pence per New Ordinary Share (the "Offer Price") represents a discount of approximately 9.4 per cent. to the mid-market closing share price of 175.5 pence on 26 September 2023.
Schroder Investment Management ("Schroder") is a substantial shareholder of the Company and a related party of the Company for the purposes of the Listing Rules and has agreed to subscribe for 2,075,472 Placing Shares in the Placing at the Offer Price, representing an aggregate consideration of approximately £3,300,000. The participation in the Placing by Schroder constitutes a related party transaction requiring shareholder approval in accordance with Listing Rule 11.1.7R. Accordingly, settlement of the New Ordinary Shares and Admission is conditional on approval by the Company's shareholders at a general meeting. The Company will publish a circular and make a further announcement in due course regarding the timing of such general meeting.
Peel Hunt LLP ("Peel Hunt") acted as Sole Bookrunner and Sponsor in connection with the Placing. Peel Hunt is also the corporate broker to the Company (the "Corporate Broker").
Capitalised terms used in this Announcement have the meanings given to them in the Placing Announcement unless otherwise defined.
Enquiries:
| Dialight plc | +44 (0)203 058 3542 |
| Neil Johnson, Non-Executive Chairman Fariyal Khanbabi, Group Chief Executive | |
| Peel Hunt LLP (Bookrunner and Corporate Broker) | +44 (0) 20 7418 8900 |
| Mike Bell / Ed Allsopp / Tom Graham (Investment Banking) Sohail Akbar / Jock Maxwell Macdonald / Nick Wilks (Equity Syndicate) | |
Director participation
Certain directors of the Company have subscribed in the Placing, amounting to proceeds of approximately £0.22 million in aggregate, as set out in the table below.
| Name | Number of existing Ordinary Shares | Percentage of existing issued share capital | Number of New Ordinary Shares | Number of Ordinary Shares on Admission | Percentage of Enlarged Share Capital on Admission |
| Neil Johnson | 0 | 0.00% | 62,893 | 62,893 | 0.16% |
| Fariyal Khanbabi | 26,338 | 0.08% | 12,578 | 38,916 | 0.10% |
| Nigel Lingwood | 5,000 | 0.02% | 6,289 | 11,289 | 0.03% |
| Steve Blair | 0 | 0.00% | 31,446 | 31,446 | 0.08% |
| Lynn Brubaker | 0 | 0.00% | 25,157 | 25,157 | 0.06% |
Related party transactions
Schroder is a substantial shareholder of the Company and a related party of the Company for the purposes of the Listing Rules and has agreed to subscribe for 2,075,472 Placing Shares in the Placing at the Offer Price, representing an aggregate consideration of approximately £3,300,000. The participation in the Placing by Schroder constitutes a related party transaction requiring shareholder approval in accordance with Listing Rule 11.1.7R. Accordingly, settlement of the New Ordinary Shares and Admission is conditional on approval by the Company's shareholders at a general meeting. The Company will publish a circular and make a further announcement in due course regarding the timing of such general meeting. The Company can call a general meeting on 21 clear days' notice.
Aberforth Partners LLP is a substantial shareholder of the Company and a related party of the Company for the purposes of the Listing Rules and has agreed to subscribe for 1,336,780 Placing Shares in the Placing at the Offer Price, representing an aggregate consideration of approximately £2,125,480. The participation in the Placing by Aberforth Partners LLP constitutes a smaller related party transaction for the purpose of Listing Rule 11.1.10R, and will not require shareholder approval.
Sterling Strategic Value Fund is a substantial shareholder of the Company and a related party of the Company for the purposes of the Listing Rules and has agreed to subscribe for 787,305 Placing Shares in the Placing at the Offer Price, representing an aggregate consideration of approximately £1,251,814. The participation in the Placing by Sterling Strategic Value Fund constitutes a smaller related party transaction for the purpose of Listing Rule 11.1.10R, and will not require shareholder approval.
Settlement and Total Voting Rights
Applications have been made to the Financial Conduct Authority ("FCA") for the New Ordinary Shares to be admitted to trading on the Official List of the FCA and to London Stock Exchange plc for the New Ordinary Shares to be admitted to trading on the Main Market ("Admission").
As described above, settlement of the New Ordinary Shares and Admission is conditional on approval by the Company's shareholders in accordance with Listing Rule 11.1.7R. Accordingly, settlement of the New Ordinary Shares and Admission will only take place following shareholder approval being obtained at the relevant general meeting. As set out in the Placing Announcement, pursuant to the terms of the Placing Agreement, all conditions to the Placing Agreement, including the latest date for Admission, must be satisfied by not later than the earlier of (i) the fifth dealing day after the date of the relevant general meeting; and (ii) 10 November 2023. The Company will make a further announcement in due course regarding the timing of the general meeting and expected timetable of principal events.
The Placing and the REX Retail Offer are each conditional upon, inter alia, Admission becoming effective and upon the placing agreement entered into by the Company and Peel Hunt (the "Placing Agreement") not being terminated in accordance with its terms prior to Admission.
The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares in the capital of Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Following the Placing, the Company shall be subject to a lock-up for a period of 120 days following the date of Admission, subject to waiver by Peel Hunt LLP and certain customary carve-outs agreed between Peel Hunt and the Company.
Following Admission, the total number of ordinary shares in issue in Dialight will be 39,828,141. The Company holds no shares in treasury, therefore, following Admission, the total number of voting shares will be 39,828,141. 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.
The below notification made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail:
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | 1. Neil Johnson 2. Fariyal Khanbabi 3. Nigel Lingwood 4. Steve Blair 5. Lynn Brubaker | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | 1. Non-Executive Chairman 2. Group Chief Executive 3. Non-Executive Director 4. Non-Executive Director 5. 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 | Dialight plc | ||||
| b) | LEI | GB0033057794 | ||||
| 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 | Ordinary shares of 1.89 pence each | ||||
| Identification code | GB0033057794 | |||||
| b) | Nature of the Transaction | Purchase of shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information Aggregated volume /price | Aggregate volume: 138,363 Aggregate price: £219,997 | ||||
| e) | Date of the transaction | 27 September 2023 | ||||
| f) | Place of the transaction | London Stock Exchange (XLON) | ||||
| Name of issuer | Dialight plc
|
| Transaction details | In aggregate, the Fundraising of 6,635,257 New Ordinary Shares represents approximately 19.99 per cent. of the Company's issued ordinary share capital.
Schroder is a substantial shareholder of the Company and a related party of the Company for the purposes of the Listing Rules and has agreed to subscribe for 2,075,472 Placing Shares in the Placing at the Offer Price. The participation in the Placing by Schroder constitutes a related party transaction requiring shareholder approval in accordance with Listing Rule 11.1.7R.
Settlement for the New Ordinary Shares and Admission will therefore take place after the relevant general meeting. The latest date for all conditions under the Placing Agreement, including Admission, to be satisfied will be not later than the earlier of (i) the fifth dealing day after the date of the relevant general meeting; and (ii) 10 November 2023.
|
| Use of proceeds | The net proceeds of the Fundraising will be used to reduce the Company's net indebtedness and fund the transformation plan investment expected to be made before the end of 2024. The balance of the net proceeds of the Fundraising is expected to be used to fund working capital and for general corporate purposes.
|
| Quantum of proceeds | The Fundraising raised gross proceeds of approximately £10.55 million and net proceeds of approximately £10 million.
|
| Discount | The Offer Price of 159 pence represents a discount of 9.4 per cent. to the closing mid-market share price on 26 September 2023.
|
| Allocations | Soft pre-emption has been adhered to in the allocations process. Management were involved in the allocations process, which has been carried out in compliance with the MIFID II Allocation requirements. Allocations made outside of soft pre-emption were preferentially directed towards existing shareholders in excess of their pro rata, and wall-crossed accounts.
|
| Consultation | Peel Hunt LLP undertook a pre-launch wall-crossing process, including consultation with the Company's major shareholders, to the extent reasonably practicable and permitted by law.
|
| Retail investors | The Fundraising included a retail offer of up to £1 million, via the REX platform.
Retail investors who participated in the REX Retail Offer were able to do so on the same terms as all investors in the Placing.
The REX Retail Offer was made available to existing shareholders in the UK. Investors had the ability to participate in the REX Retail Offer through ISAs and SIPPs, as well as General Investment Accounts (GIAs). This combination of participation routes meant that, to the extent practicable on the transaction timetable, eligible UK retail investors had the opportunity to participate in the Fundraising alongside institutional investors.
|
IMPORTANT NOTICES
This Announcement and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other state or jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged, taken up, exercised, resold or transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to limited exceptions, the New Ordinary Shares are being offered and sold only outside of the United States in "offshore transactions" within the meaning of, and in accordance with, Regulation S under the Securities Act and otherwise in accordance with applicable laws. No public offering of the New Ordinary Shares is being made in the United States, United Kingdom or elsewhere.
This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.
No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published.
This Announcement is for information purposes only and is directed only at: (a) in Member States of the European Economic Area, persons who are "qualified investors" (within the meaning of article 2(e) of the Prospectus Regulation (EU) 2017/1129, as amended (the "EU Prospectus Regulation"); (b) in the United Kingdom, persons who are "qualified investors" within the meaning of article 2(e) of the UK version of the Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation") who are (i) "investment professionals" within the meaning of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order"); or (ii) persons falling within article 49(2)(a) to (d) of the Order; or (c) other persons to whom it may otherwise be lawfully communicated (all such persons in (a), (b) and (c), together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Peel Hunt or by any of its affiliates as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Peel Hunt is authorised and regulated in the United Kingdom by the FCA and is acting solely for the Company and no one else in connection with the Fundraising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Fundraising and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt by FSMA or by the regulatory regime established under it, neither Peel Hunt nor any of its affiliates accepts any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of Peel Hunt or any of its affiliates in connection with the Company, the New Ordinary Shares or the Fundraising. Peel Hunt and its affiliates accordingly disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement.
The distribution of this Announcement and/or the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Peel Hunt or any of their respective affiliates that would, or which is intended to, permit an offering of the New Ordinary Shares in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to New Ordinary Shares in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and Peel Hunt to inform themselves about, and to observe, such restrictions.
Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
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