WANdisco plc : Subscription for Shares Raising Approximately $17.5 Million
The shares will be issued pursuant to an exemption from registration under the United States Securities Act of 1933, as amended (the "Securities Act").
SAN RAMON, California, Feb. 14, 2019 /PRNewswire/ -- WANdisco ("WANdisco" or the "Company") (LSE: WAND), the live data company, is pleased to announce the subscription of 2,489,499 new ordinary shares of ten pence each in the Company (the "Subscription Shares") by existing shareholders at a price of 546 pence per share (a premium of 9.2% on the closing share price on 13 February 2019) raising gross proceeds of approximately $17.5 million (the "Subscription"). This represents 5.85% of the entire existing share capital of WANdisco and the Subscription Shares will be issued under the Company's existing authorities. The proceeds will be used to support our relationships with strategic cloud partners and provide growth working capital.
The following investors participated in the Subscription (the "Subscribers"):
- Merrill Lynch International
- Ross Creek Capital Management, LLC
- Global Frontier Partners, LP
- Davis Partnership, LP
- Acacia Institutional Partners LP
- Acacia Conservation Fund LP
- Acacia Conservation Master Fund (Offshore), LP
Each of the Subscribers has contractually agreed to a lock-in with the Company pursuant to which the Subscribers have undertaken not to dispose of their Subscription Shares following Admission at any time prior to the twelve-month anniversary of Admission.
The shares will be issued pursuant to an exemption from registration under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities to be sold in the private placement have not been registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
Current trading
WANdisco is also providing an update for FY18. Revenues are expected to be in line with Board expectations. The Company had a strong end to the year winning contracts across a variety of end-markets and partners, including through Microsoft, IBM and Amazon Web Services. Increasingly, these contracts are subscription based, with the opportunity to scale the annualised value of recurring revenues over time. The Company anticipates a cash balance of approximately $10.7 million, as at 31 December 2018.
Admission
Application for the Subscription 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 Subscription Shares and Admission will take place at 8.00 a.m. on or around 20 February 2019. The Subscription is conditional upon, inter alia, Admission becoming effective.
Total voting rights
The Subscription 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 Subscription Shares, the Company's enlarged issued share capital will comprise 45,037,502 voting ordinary shares. The aforementioned figure of 45,037,502 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 to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
David Richards, Chief Executive Officer and Chairman of WANdisco, commented:
"In 2018 we planned to expand our partner ecosystem and fully leverage the power of this sales model, while carefully controlling our costs. Our momentum in the second half has continued into January and our sales pipeline is the largest in the company's history. All of which, gives me confidence in our prospects for 2019 and beyond. The $17.5 million placing announced today is an excellent example of the Group's momentum, providing us with additional funding to leverage a number of significant opportunities to expand our existing partner relationships."
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1 |
Details of the person discharging managerial responsibilities/person closely associated |
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a) |
Name |
Grant Dollens |
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2 |
Reason for the notification |
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a) |
Position/status |
Non –Executive Director of the Company and Global Frontier Partners, LP |
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b) |
Initial notification/Amendment |
Initial notification |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) |
Name |
WANdisco plc |
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b) |
LEI |
213800Y1A75RSC698O04 |
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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 |
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a) |
Description of the financial instrument, type of instrument |
Ordinary shares of 10p each |
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Identification code |
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ISIN: JE00B6Y3DV84 |
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b) |
Nature of the transaction |
Purchase of shares |
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c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
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546p |
213,385 |
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d) |
Aggregated information |
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- |
Aggregated volume |
213,385 |
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Price |
546p |
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Aggregated total |
£1,165,082.1 |
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e) |
Date of the transaction |
14-Feb-19 |
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f) |
Place of the transaction |
London Stock Exchange (XLON) |
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This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of the Company by David Richards, CEO and Chairman.
For further information, please contact:
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WANdisco plc |
via FTI Consulting |
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David Richards, Chief Executive Officer and Chairman |
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Erik Miller, Chief Financial Officer |
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FTI Consulting |
+44 (0)20-3727-1137 |
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Matt Dixon / Harry Staight / Chris Birt / Kwaku Aning
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Stifel (Nomad and Joint Broker) |
+44 (0)20-7710-7600 |
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Fred Walsh / Neil Shah / Alex Price / Rajpal Padam |
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Peel Hunt (Joint Broker) |
+44 (0)20-7418-8900 |
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Edward Knight / Nick Prowting |
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WH Ireland Limited (Joint Broker) |
+44 (0)20-7220-1666 |
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Adam Pollock |
About WANdisco
WANdisco is the LiveData company that empowers enterprises to revolutionize their IT infrastructure with its groundbreaking distributed coordination engine (DConE) in the WANdisco Fusion platform, enabling companies to generate hyperscale economics with the same IT budget — across multiple development environments, data centers, and cloud providers. WANdisco Fusion powers hundreds of the Global 2000, including Cisco Systems, Allianz, AMD, Juniper, Morgan Stanley and more. With significant OEM relationships with IBM and Dell EMC and go-to-market partnerships with Amazon Web Services, Cisco, Microsoft Azure, Google Cloud, Oracle, Alibaba and other industry titans – WANdisco is igniting a LiveData movement worldwide.
For more information on WANdisco, visit http://www.wandisco.com
