Possible Equity Issue and Sale of Existing Shares

RNS Number : 2221Y

WANdisco Plc

04 December 2017

 

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

4 December 2017

WANdisco plc

("WANdisco" or the "Company")

LEI: 213800Y1A75RSC698O04

Possible Equity Issue and Sale of Existing Shares

The Company announces its intention to launch an equity raise later today including a placing by way of an accelerated bookbuild to raise gross proceeds of a minimum of $10.0 million ("Placing").  In addition, certain existing shareholders intend to sell in aggregate 1,045,000 existing ordinary shares of 10 pence each in the capital of the Company ("Sale Shares") at the price of 550 pence (including by the directors, David Richards and Yeturu Aahlad, in respect of 845,000 Sale Shares).  It is expected that the Placing, when launched later today, will be conducted at the same price of 550 pence per new ordinary share of 10 pence each in the capital of the Company.

WANdisco continues to experience strong organic revenue growth underpinned by its patented WANdisco Fusion ("Fusion") data replication technology. The Company plans to use proceeds from the Placing to capitalise on this momentum and to accelerate its growth ambitions.

Any such capital raise, including its structure, timing, size and approval by the Board of the Company, will be subject to prevailing market conditions. Further details will be announced in due course.

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of WANdisco is Erik Miller, Chief Financial Officer of WANdisco.

For further information, please contact:

WANdisco plc	Via Vigo Communications
David Richards, Chief Executive Officer and Interim Chairman
Erik Miller, Chief Financial Officer
Vigo Communications	[phone]
Jeremy Garcia / Fiona Henson / Antonia Pollock www.vigocomms.com
Stifel (Nomad, Joint Bookrunner)	[phone]
Fred Walsh / Neil Shah / Ben Maddison / Rajpal Padam
Beech Hill Securities (Joint Bookrunner) Thomas Lawrence	[phone]

About WANdisco:

WANdisco is the world leader in Active Data Replication™. Its patented WANdisco Fusion technology enables the replication of continuously changing data to the cloud and on-premises data centers with guaranteed consistency, no downtime and no business disruption. It also allows distributed development teams to collaborate as if they are all working in one location. WANdisco currently has two OEM relationships with IBM and Dell/EMC's Virtustream as well as partnerships with Amazon Web Services, Cisco, Google Cloud, Hewlett Packard Enterprise, Microsoft Azure, and Oracle to resell its patented technology. WANdisco also works directly with Fortune 1000 companies around the world to ensure their data can give them the real insight they need.

For additional information, please visit www.wandisco.com.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

IMPORTANT NOTICES

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia). The ordinary shares in the capital of the Company (including the Sale Shares and any shares issued pursuant to the Placing) have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in 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. There will be no public offering of securities in the United States.

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Stifel is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Stifel will not be responsible to anyone (including any purchasers of the placing shares) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Beech Hill is regulated by the SEC and the Financial Industry Regulatory Authority in the United States of America and is acting exclusively for the Company and no one else in connection with the Placing, and Beech Hill will not be responsible to anyone (including any purchaser of the placing shares) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

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 Stifel or Beech Hill or by any of its respective affiliates or agents 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.

 

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