Result of Placing and Share Subscription

LifeSafe Holdings PLC

21 December 2023

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT WHATSOEVER IN ANY OF THOSE JURISDICTIONS.

LifeSafe Holdings plc

("LifeSafe" or the "Company")

Result of Placing and Share Subscription

LifeSafe (AIM:LIFS), a fire safety technology business with innovative fire extinguishing fluids and fire safety products, announces that, further to its announcement of 7.00 a.m today, it has successfully completed and closed the Placing and Share Subscription to raise gross proceeds of £400,000.

The Placing and Share Subscription has raised, in aggregate, gross proceeds of £400,000 through the placing of 2,312,500 new Ordinary Shares ("Placing Shares") to certain institutional and other investors and a subscription by certain other investors directly with the Company ("Share Subscription") of a further 187,500 new Ordinary Shares ("Subscription Shares") in each case at a price of 16 pence per share.

The Placing is being conducted in two tranches with the initial tranche of Placing Shares being issued on 29 December 2023 and the second tranche of the Placing Shares being issued on 16 January 2024, all shares will be under the Company's pre existing share capital authorities. The Placing Shares will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares.

The purpose of this fund raising is to finance, until the second quarter of 2024, the shortfall in working capital caused by the Group's performance in 2023 and a delayed HMRC VAT refund of £350,000 forecast to be received by the end of February 2024, and to commit resource to the new wholesale and industrial products.

The Placing comprises of a placing of new Ordinary Shares to be effected in two tranches. The Company intends to issue, in aggregate, up to 1,729,875 new Ordinary Shares (the "First Placing Shares"), to raise gross proceeds of approximately £276,780. The First Placing Shares and Subscription Shares are expected to be admitted to trading on AIM on or around 29 December 2023.

The Company intends to issue up to a further 582,625new Ordinary Shares (the "Second Placing Shares"), to raise gross proceeds of approximately a further £93,220. The Second Placing Shares are expected to be admitted to trading on AIM on or around 16 January 2024,.

Share Subscription

Pursuant to the Share Subscription, certain investors have subscribed for 187,500 Subscription Shares directly with the Company at the Placing Price raising gross proceeds of £30,000.

The Share Subscription is conditional upon (amongst other things) the Placing Agreement not having been terminated and First Admission occurring on or before 8.00 a.m. on 29 December 2023 (or such later date and/or time as the Bookrunner and the Company may agree, being no later than 8.00 a.m. on 31 January 2024).

Director and PDMR participation in the Placing

Dominic Berger, the Executive Chairman of the Company, has agreed to subscribe for 62,500 New Ordinary Shares in the Placing. Immediately following First and Second Admission, the total number of New Ordinary Shares held by Dominic Berger would be 980,345 representing 3.5 per cent. Of the Enlarged Share Capital.

Gavin Cornelius, a PDMR of the Company, has agreed to subscribe for 31,250 New Ordinary Shares in the Placing. Immediately following First and Second Admission, the total number of New Ordinary Shares held by Gavin Cornelius would be 1,923,750 representing 6.9 per cent. of the Enlarged Share Capital.

First Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of the First Placing Shares and Subscription Shares to trading on AIM (the "First Admission"). It is expected that admission will become effective and dealings in the First Placing Shares and Subscription Shares commence at 8.00 a.m. on or around 29 December 2023.

First Admission is conditional, inter alia, upon the First Admission becoming effective and the Placing Agreement not having been terminated and becoming unconditional in respect of the First Placing Shares. The First Placing does not require Shareholder approval as the First Placing Shares will be issued pursuant to the Company's pre-existing share capital authorities granted at its 22 August 2023 general meeting.

Following First Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 27,293,358 Ordinary Shares with voting rights. This figure 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 a change to their interest in, the Company's share capital.

Second Admission and Total Voting Rights

Admission of the Second Placing Shares (the "Second Admission") is, conditional, inter alia, on the Second Admission becoming effective, the Placing Agreement not having been terminated and becoming unconditional.

Application will be made to the London Stock Exchange for admission of the Second Placing Shares to trading on AIM. It is expected that admission will become effective and dealings in the Second Placing Shares commence at 8.00 a.m. on or around 16 January 2024. The Second Placing does not require Shareholder approval as the Second Placing Shares will be issued pursuant to the Company's pre-existing share capital authorities granted at its 22 August 2023 general meeting.

Following Second Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 27,875,983with voting rights. 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's share capital pursuant to the Company's Constitution.

The issue of the First Placing Shares and Subscription Shares is not conditional on issue of the Second Placing Shares. The issue of the First Placing Shares will not be affected by any or all of the Second Placing failing to complete for any reason.

The Placing Shares and Subscription Shares will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Company's announcement released this morning in respect of the Placing and Share Subscription unless the context provides otherwise.

Dominic Berger, Executive Chairman, commented: "The Board is grateful to investors for their support with this fundraising, which further strengthens the Company's position and facilitates the continuation of its successful growth strategy."

For further enquiries:

LifeSafe Holdings plc	Via FTI Consulting
Dominic Berger, Chairman	[e-mail]
Neil Smith, Chief Executive Officer
Mike Stilwell, Chief Financial Officer
WH Ireland Limited (Nominated Adviser & Broker)	Tel: [phone]
Chris Fielding
Darshan Patel
Isaac Hooper
FTI Consulting (Financial Communications)	Tel: [phone]
Tom Hufton	[e-mail]
Harriet Jackson
Liam Gerrard

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Dominic Berger
2	Reason for the notification
a)	Position/status	Executive Chairman
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	LifeSafe Holdings plc
b)	LEI	2138004KSXCPNWGSL119
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 Identification code	Purchase of Placing Shares ISIN: GB00BP83Y473
b)	Nature of the transaction
c)	Price(s) and volume(s)	Price No. of shares 16 pence 62,500
d)	Aggregated information - Aggregated volume - Price	62,500 shares 16 pence
e)	Date of the transaction	21 December 2023
f)	Place of the transaction	XLON, AIM

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Gavin Cornelius
2	Reason for the notification
a)	Position/status	PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	LifeSafe Holdings plc
b)	LEI	2138004KSXCPNWGSL119
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 Identification code	Purchase of Placing Shares ISIN: GB00BP83Y473
b)	Nature of the transaction
c)	Price(s) and volume(s)	Price No. of shares 16 pence 31,250
d)	Aggregated information - Aggregated volume - Price	31,250 shares 16 pence
e)	Date of the transaction	21 December 2023
f)	Place of the transaction	XLON, AIM

Notes to Editors

LifeSafe is a fire safety technology business that develops eco-friendly, novel and innovative fire extinguishing fluids and life-saving fire safety products.  LifeSafe has developed a market disrupting range of eco-friendly fire safety protection products; a new patent-pending Thermal Runaway Fluid to combat lithium battery fires by permanently extinguishing and preventing re-ignition, and the StaySafe All-in-1, a handheld eco-friendly and fully recyclable extinguisher which is verified to extinguish ten different types of fire and the number one selling fire extinguisher on Amazon UK.  LifeSafe is successfully creating new markets for the Group in fire safety through its innovative technologies, products, digital marketing and multi-channel sales; and is continuing to develop new fluid derivations for applications in various industrial market sectors.

LifeSafe was admitted to trading on AIM in July 2022 with the ticker LIFS.

For further information please visit: https://www.lifesafeholdingsplc.com.

LinkedIn: https://www.linkedin.com/company/lifesafe-technologies

Twitter: https://twitter.com/LifesafeT

- Ends -

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

 

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