Result of Placing and Subscription

LifeSafe Holdings PLC

14 May 2024

 

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.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY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

14 May 2024

LifeSafe Holdings plc

("LifeSafe", the "Group", or the "Company")

Result of over-subscribed Placing and Subscription

LifeSafe (AIM:LIFS), a fire safety technology business with innovative fire extinguishing fluids and fire safety products, announces that, further to its announcement at 4.35 p.m. on 14 May 2024, it has successfully conditionally completed and closed the conditional Placing and Subscription to raise gross proceeds of £1.7 million.

The over-subscribed Placing has conditionally raised gross proceeds of £1.6 million through the placing of 16,050,000 new Ordinary Shares ("Placing Shares") to certain institutional and other investors and the Subscription has raised a further £95,000 through the subscription of 950,000 new Ordinary Shares ("Subscription Shares") by certain other investors directly with the Company, in each case at a price of 10 pence per share ("Issue Price").

In addition to the Placing and Subscription, the Company is providing all shareholders with the opportunity to subscribe for an aggregate of up to 3,000,000 Retail Offer Shares at the Issue Price, to raise up to approximately £0.3 million. No part of the Placing or Subscription is conditional on the Retail Offer proceeding or on any minimum take-up under the Retail Offer.

The Placing, Subscription and Retail Offer (together, the "Fundraising") are conditional upon, inter alia, the approval by the Shareholders of the Resolutions to be proposed at the General Meeting to be held at 10.00 a.m. on Thursday 30 May 2024. A circular, containing further details of the Fundraising, Notice of General Meeting, proxy form and Application Form (together the "Circular") will be despatched to Shareholders today and will be available on the Company's website at https://www.lifesafeholdingsplc.com/.

It is expected that Admission will occur, and that dealings will become effective on or around 8.00 a.m. on 31 May 2024. The Placing Shares, the Subscription Shares and the Retail Offer Shares (together, the "Fundraising Shares") will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares.

The net proceeds of the Fundraise will ensure the Company has sufficient working capital to meet its existing and future liabilities, as well as to permit the Board to advance business development and leverage market position.

Related Party and Director participation in the Placing

Dominic Berger, the Executive Chairman of the Company, has agreed to subscribe for 350,000 new Ordinary Shares in the Placing. Immediately following Admission, the total number of Ordinary Shares held by Dominic Berger will be 1,330,345 representing 2.78 per cent. of the Enlarged Share Capital, assuming full take-up of the Retail Offer.

Gavin Cornelius, Chief Innovation Officer, has agreed to subscribe for 250,000 new Ordinary Shares in the Subscription. Immediately following Admission, the total number of New Ordinary Shares held by Gavin Cornelius will be 2,173,750 representing 4.54 per cent. of the Enlarged Share Capital, assuming full take-up of the Retail Offer.

The participation by Mr Berger and Mr Cornelius in the Fundraising constitutes a related party transaction under the AIM Rules for Companies. Accordingly, the Board (excluding Dominic Berger), having consulted with the Company's nominated adviser, Zeus, consider that the terms of Dominic Berger and Gavin Cornelius' participation in the Fundraising is fair and reasonable insofar as Shareholders are concerned.

General Meeting and Posting of Circular

The Fundraising is subject to shareholder approval at the General Meeting be held at LifeSafe Holdings plc, Basepoint Business Centre, Isidore Road, Bromsgrove Enterprise Park, Bromsgrove, B60 3ET at 10.00 a.m. on 30 May 2024. The Company expects to publish today a shareholder circular to convene the General Meeting.

The Resolutions to be passed at the General Meeting are as follows: 

·      Resolution 1 (Authority to allot shares), which is an ordinary resolution, to authorise the Directors to allot relevant securities for cash up to an aggregate nominal amount of £160,500 in respect of the Placing, up to £9,500 in respect of the Subscription and up to £30,000 in respect of the Retail Offer.

·      Resolution 2 (Disapplication of pre-emption rights), which is conditional on the passing of Resolution 1 and is a special resolution, grants authority to the Directors to disapply pre-emption rights granted to Shareholders pursuant to the Companies Act 2006, in respect of the allotment of the Fundraising Shares. The authorities conferred by the resolutions are in addition to the existing authorities conferred on the Directors by Shareholders at the 2023 AGM, which are due to expire at the conclusion of the annual general meeting of the Company to be held in 2024.

Admission

Application will be made to the London Stock Exchange for admission of the Fundraising Shares to trading on AIM ("Admission"). It is expected that, subject to the necessary resolutions being passed at the General Meeting, Admission will become effective and dealings in the Fundraising Shares will commence at 8.00 a.m. on 31 May 2024.

Admission is conditional, inter alia, upon Admission becoming effective, the Placing Agreement not having been terminated and becoming unconditional, and upon the approval of Shareholders at the Company's forthcoming General Meeting to be held on or around 30 May 2024.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Company's announcement released at 4.35 p.m. on 14 May 2024 in respect of the Placing and Subscription unless the context provides otherwise.

Dominic Berger, Executive Chairman, commented: "In light of market conditions we are pleased our existing institutional shareholders continue to support the Company and its strategy. We also welcome the new institutional shareholders who have decided to invest at this time and are grateful for their belief in our vision for the business."

For further enquiries:

LifeSafe Holdings plc Dominic Berger, Chairman Neil Smith, Chief Executive Officer Mike Stilwell, Chief Financial Officer	[e-mail]
Zeus (Nominated Adviser & Broker) David Foreman, Alexandra Campbell-Harris (Investment Banking) Alice Lane (Corporate Broking)	Tel: [phone]

 IMPORTANT NOTICES

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES OR SUBSCRIPTION SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This Announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful ("Restricted Territory") or distributed to any individual outside a Restrictive Territory who is a resident thereof.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, or under the securities laws of Australia, Canada, the Republic of South Africa, Japan, or any state, province or territory thereof or any other jurisdiction outside the United Kingdom, except pursuant to an applicable exemption from the registration requirements and in compliance with any applicable securities laws of any state, province or other jurisdiction of Australia, Canada, the Republic of South Africa or Japan (as the case may be).

No public offering of the Placing Shares or Subscription Shares is being made in Australia, Canada, the Republic of South Africa or Japan or elsewhere.

No action has been taken by the Company or Zeus or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers and/or agents (collectively, "Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. 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 action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.

No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Placing and no such offering document or prospectus is required to be published by the Company.

Zeus, which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting as nominated adviser, sole broker and sole bookrunner exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company in connection with  the Placing or for providing the protections afforded to their clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement. The responsibilities of Zeus, as nominated adviser, are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or any other person and accordingly no duty of care is accepted in relation to them. No representation or warranty, express or implied, is made by Zeus as to, and no liability whatsoever is accepted by Zeus in respect of, any of the contents of this Announcement (without limiting the statutory rights of any person to whom this Announcement is issued).

This Announcement is being issued by and is the sole responsibility of the Company. 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 or on behalf of Zeus (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder) and/or by any of its affiliates and/or any of its Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of Zeus and/or any of its affiliates and/or by any of its Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Zeus and/or any of its affiliates and/or any of its Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

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. 

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	Purchase of ordinary shares of £0.01 each in the Company
c)	Price(s) and volume(s)	Price No. of shares 10 pence 350,000
d)	Aggregated information - Aggregated volume - Price	350,000 shares 10 pence
e)	Date of the transaction	14 May 2024
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 Subscription Shares ISIN: GB00BP83Y473
b)	Nature of the transaction	Purchase of ordinary shares of £0.01 each in the Company
c)	Price(s) and volume(s)	Price No. of shares 10 pence 250,000
d)	Aggregated information - Aggregated volume - Price	250,000 shares 10 pence
e)	Date of the transaction	14 May 2024
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 and prevention 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 is 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

 

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