Result of Placing

RNS Number : 3134Y

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.

4 December 2017

WANdisco plc

("WANdisco" or the "Company")

LEI: 213800Y1A75RSC698O04

Result of Placing

WANdisco plc (AIM: WAND), the world leader in Active Data Replication®, today announces that further to the announcements made earlier today regarding the proposed placing of ordinary shares, it has successfully placed 2,971,069 new ordinary shares of 10 pence each in the Company (the "Placing Shares"), at a price of 550 pence per share, raising gross proceeds of approximately $22 million (the "Placing").

Investor demand for the Placing significantly exceeded the announced minimum targeted size of $10 million. The Board, after careful consideration with the Bookrunners, has exercised its right to increase the size of the Placing.

The Placing Shares to be issued represent approximately 7.8 per cent. of the Company's existing issued ordinary share capital.  The Placing Price represents a discount of approximately 2.7 per cent. to the Company's closing middle market share price on 1 December 2017.

Stifel Nicolaus Europe Limited ("Stifel") and Beech Hill Securities Inc ("Beech Hill") acted as joint bookrunners (together the "Bookrunners") in relation to the Placing.

Admission

Application for the Placing 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 Placing Shares and Admission will take place at 8.00 a.m. on or around 11 December 2017. The Placing is conditional upon, inter alia, Admission becoming effective and the Placing Agreement becoming unconditional and not being terminated in accordance with its terms.

A GBP to USD to exchange rate of 1.3463 has been used in this announcement unless otherwise stated.

Total voting rights

The Placing 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 Placing Shares, the Company's enlarged issued share capital will comprise 40,903,941 voting ordinary shares. The aforementioned figure of 40,903,941 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 in the interest in, the share capital of the  Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

David Richards, Chief Executive and Interim Chairman of WANdisco, commented:

"We are pleased with the support shown by both existing and new investors for this fundraising as we seek to continue to deliver strong organic revenue growth. The fundraising will enable us to enhance our ability to capitalise on the sizeable market opportunity, as we deepen and broaden our strategic partnerships in order to maximise our sales pipeline. In addition, the proceeds will strengthen the Company's balance sheet, giving confidence to new strategic partners and customers."

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.

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 Placing Shares 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.

 

END

 

 

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