Completion of Fundraise and PDMR Dealing

RNS Number : 7151Y

Water Intelligence PLC

10 May 2019

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Water Intelligence plc

("Water Intelligence" or the "Company")

Completion of Fundraise

PDMR Dealing

Water Intelligence, a leading provider of non-invasive leak detection and remediation services, is pleased to confirm that, further to the Company's announcement earlier today, it has raised £3.2 (the "Fundraising") in an oversubscribed placing and subscription, through the issue of an aggregate of 863,402 new ordinary shares of one penny each in the capital of the Company ("Ordinary Shares") at a price of 370 pence per Ordinary Share (the "Issue Price").

The fundraising (the "Fundraising") comprised a placing (the "Placing") of 500,000 new Ordinary Shares ("Placing Shares") to raise £1.85 million and a subscription (the "Subscription") of 363,402 Ordinary Shares ("Subscription Shares") to raise a total of approximately £1.3 million. In addition, Patrick DeSouza, executive chairman of the Company, and persons closely associated with him, have agreed to exercise 300,000 options over Ordinary Shares and David Silverstone has agreed to exercise 50,000 options over Ordinary Shares ("Exercise Shares") and all have agreed to sell these to incoming investors from the Subscription at the Issue Price (the Placing Shares, Subscription Shares and Exercise Shares, together the "New Ordinary Shares") (the "Share Transaction").

Michael Reisman and Laura Hills purchased 4,153 and 24,919 newly issued Ordinary Shares through the Subscription. 

All terms used in this announcement are the same, unless otherwise specified, as those in the Company's earlier announcement today launching the Fundraising.

Dr. Patrick DeSouza, Executive Chairman of Water Intelligence, commented:

"We are delighted that investors on both sides of the Atlantic have continued to support us in growing the Company with £3.2 million. Combined with the expansion of bank financing facilities previously announced that provide $5.7 million of availability, we expect to have financial wherewithal to accelerate our growth strategy: organic growth in locations across the US, UK, Australia and Canada; strategic franchise reacquisitions; and extension of our business-to-business and municipal channels that leverage our sales footprint in excess of $100m. On behalf of our team, I am grateful for the support, not only from our existing investors, who have invested again in this round, but also to our new investors with whom we can create value and share this exciting journey to provide infrastructure solutions for the world's most precious natural resource."

 Director Shareholdings

Patrick DeSouza, and persons closely associated with him, have exercised 300,000 options over Ordinary Shares at a weighted average exercise price of $1.19 and sold these immediately at the Issue Price to incoming investors.

Following the above transactions and the issue of the Partly Paid Shares to Patrick DeSouza, his interest in the voting rights of the Company will be 5,042,110 (split as to 2,842,110 Ordinary Shares and 2,200,000 Partly Paid Shares), equivalent to 29.80% of the issued share capital of the Company, at Admission.

David Silverstone has exercised 50,000 options over Ordinary Shares at an exercise price of $1.26 and sold these immediately at the Issue Price. Following this sale, Mr. Silverstone has no interest in the issued share capital of the Company.

Non-Executive Directors Michael Reisman and Laura Hills have converted their respective 2019 director fees into newly issued ordinary shares for 4,153 Ordinary Shares each, pursuant to the Subscription. In addition, Laura Hills has also subscribed for 20,766 Ordinary Shares pursuant to the Subscription.  Following the Fundraising, Mr. Reisman will hold 177,599 Ordinary Shares, representing 1.05% of the issued share capital of the Company, at Admission and Laura Hills will hold 114,230 Ordinary Shares, representing 0.68% of the issued share capital of the Company, at Admission.

Admission and Total Voting Rights

Application will be made for the New Ordinary Shares to be admitted to trading on the AIM market ("AIM") of the London Stock Exchange ("Admission"). Settlement for the New Ordinary Shares and Admission is expected to take place at 8.00 a.m. on 17 May 2019. The Fundraising is conditional, among other things, upon Admission becoming effective and the placing agreement between the Company, WH Ireland Limited and Dowgate Capital Limited (the "Placing Agreement") not being terminated in accordance with its terms.

Following Admission, the issued share capital of the Company is 16,947,371 shares, divided into 14,722,371 ordinary shares of 1 penny each which are admitted to trading on AIM and which entitle the holder to one vote per ordinary share; 2,200,000 A Ordinary Shares of 1 penny each which are not admitted to trading on AIM, but do still entitle to holder to one vote per ordinary share, but no economic rights; and 25,000 Ordinary Shares held by the Company in Treasury.  Accordingly, the Company's total voting rights are 16,922,371 shares. This total voting rights number may be used by shareholders at Admission 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 New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Enquiries:

Water Intelligence plc
Patrick DeSouza (Executive Chairman) Adrian Hargrave (VP, Corporate Development)	Tel: [phone] Tel: [phone]
WH Ireland Limited
Adrian Hadden James Sinclair-Ford Matthew Chan	Tel: [phone]
Dowgate Capital Limited Stephen Norcross	Tel: [phone]
IFC Advisory Limited Graham Herring Miles Nolan Zach Cohen	Tel: [phone]

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014. 

1.	Details of the PDMR / person closely associated
a)	Name	Patrick DeSouza
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	Water Intelligence plc
b)	LEI	213800AL3BNXJ1HQLP10
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	Partly Paid Shares Ordinary Shares Option over Ordinary Shares  GB00BZ973D04
b)	Nature of the transaction	Issue of Partly Paid Shares Exercise of Options Sale of Ordinary Shares
c)	Price(s) and volume(s)	850,000 Partly Paid Shares at 1p each 150,000 Options exercised at $1.14 50,000 Options exercised at $1.30 50,000 Options exercised at $1.26 250,000 Ordinary Shares sold at 370p
d)	Aggregated information	See above
	-      Aggregated volume
	-      Price
e)	Date of the transaction	10 May 2019
f)	Place of the transaction	London Stock Exchange, AIM Market

1.	Details of the PDMR / person closely associated
a)	Name	Frances DeSouza
2.	Reason for the notification
a)	Position / status	Spouse of Patrick deSouza
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Water Intelligence plc
b)	LEI	213800AL3BNXJ1HQLP10
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	Option over Ordinary Shares  Ordinary Shares GB00BZ973D04
b)	Nature of the transaction	Exercise of options
c)	Price(s) and volume(s)	25,000 Options exercised at $1.14 25,000 Options exercised at $1.24 50,000 Ordinary Shares sold at 370p
d)	Aggregated information	See above
	-      Aggregated volume
	-      Price
e)	Date of the transaction	10 May 2019
f)	Place of the transaction	London Stock Exchange, AIM Market

1.	Details of the PDMR / person closely associated
a)	Name	Laura Hills
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	Water Intelligence plc
b)	LEI	213800AL3BNXJ1HQLP10
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	Ordinary Shares GB00BZ973D04
b)	Nature of the transaction	Purchase of Ordinary Shares Issue of Ordinary Shares in lieu of Director's fee
c)	Price(s) and volume(s)	4,153 Ordinary Shares issued at 370 pence per share 20,766 Ordinary Shares purchased at 370 pence per share
d)	Aggregated information	See above
	-      Aggregated volume
	-      Price
e)	Date of the transaction	10 May 2019
f)	Place of the transaction	London Stock Exchange, AIM Market

1.	Details of the PDMR / person closely associated
a)	Name	Michael Reisman
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	Water Intelligence plc
b)	LEI	213800AL3BNXJ1HQLP10
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	Ordinary Shares GB00BZ973D04
b)	Nature of the transaction	Issue of Ordinary Shares in lieu of Director's fee
c)	Price(s) and volume(s)	4,153 Ordinary Shares issued at 370 pence per share
d)	Aggregated information	N/A (single transaction)
	-      Aggregated volume
	-      Price
e)	Date of the transaction	10 May 2019
f)	Place of the transaction	London Stock Exchange, AIM Market

1.	Details of the PDMR / person closely associated
a)	Name	David Silverstone
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	Water Intelligence plc
b)	LEI	213800AL3BNXJ1HQLP10
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	Options over Ordinary Shares Ordinary Shares GB00BZ973D04
b)	Nature of the transaction	Exercise of Options Sale of Ordinary Shares
c)	Price(s) and volume(s)	50,000 options exercised at $1.26 50,000 Ordinary Shares sold at 370p
d)	Aggregated information	As above
	-      Aggregated volume
	-      Price
e)	Date of the transaction	10 May 2019
f)	Place of the transaction	London Stock Exchange, AIM Market

 

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