TIDMPSL
RNS Number : 1291G
Photonstar LED Group PLC
27 February 2018
27 February 2018
PhotonStar LED Group Plc
Conditional Placing to raise GBP430,000
Appointment of Joint Broker
Notice of General Meeting
PhotonStar LED Group Plc (AIM: PSL, "PhotonStar" or "the
Company"), the British designer and manufacturer of intelligent
lighting and building control solutions is pleased to announce that
it has conditionally raised gross proceeds of GBP430,000 via the
placing of 286,666,667 new ordinary shares (the "Placing Shares")
with new and existing investors and Directors of the Company (the
"Placing") at a price of 0.15 pence per Placing Share (the "Placing
Price"). The Placing was undertaken by Peterhouse Corporate Finance
Limited ("Peterhouse").
The net proceeds of the Placing will be used to complete the
development of the Company's halcyon Internet of Things solution
for buildings, cloudBMS v2, ahead of its proposed roll out and will
also provide PhotonStar with additional working capital.
The halcyon system has already been installed in several sites
in the Company's target markets of housing associations,
hospitality, student accommodation and offices. In addition there
are 3 trials for cloudBMS v2 which are currently ongoing and a
further 5 trials are planned for installation before the end of H1
2018. The Company is also actively engaged in discussions with a
further 10 organisations which have large multisite property
portfolios, all of whom are looking to reduce building operating
costs. Halcyon is wireless and therefore a cost effective system to
install into existing buildings, which represent the majority of
these organisation's estates.
Proposed Subdivision of ordinary shares and General Meeting
The Placing Price is less than the current 1 pence nominal value
of its existing ordinary shares. The UK Companies Act 2006 (as
amended) prohibits the Company from issuing ordinary shares at a
price below the nominal value. Accordingly, it will be necessary
for the Company to carry out a subdivision of the existing ordinary
shares whereby each existing ordinary share will be subdivided into
one new ordinary share of 0.01 pence (the "New Ordinary Shares")
and one deferred share of 0.99 pence (the "Subdivision") to enable
the Placing to complete. The New Ordinary Shares will continue to
carry the same rights as attached to the existing ordinary shares,
save for the reduction in nominal value.
The Company will shortly be posting details of a General Meeting
to its shareholders at which shareholders will be asked to approve
the Subdivision (the "General Meeting"). The General Meeting is to
be held at PhotonStar Led group plc, Unit 8, Belbins Business Park,
Romsey SO51 7JF, at 10.00AM on 16 March 2018 and the Placing is
conditional on the approval of the resolutions effecting the
Subdivision by the Company's shareholders at the General
Meeting.
The Notice of General Meeting will also shortly be available on
the Company's website:
www.photonstarled.com/investorrelations/documents
Director's Participation and Related Party Transaction
Certain Directors, who are related parties of the Company, have
agreed to subscribe for Placing Shares in the Placing at the
Placing Price as per the table below (the "Directors
Participation"):
Director Number of Placing Beneficial shareholding Percentage of ordinary
Shares subscribed following the shares held following
for Placing the Placing
--------------- ------------------ ----------------------- ----------------------
James McKenzie 13,333,333 31,508,620* 6.1%
--------------- ------------------ ----------------------- ----------------------
Majd Zoorob 6,666,666 18,905,235 3.6%
--------------- ------------------ ----------------------- ----------------------
Total 26,666,665 50,413,855 9.7%
--------------- ------------------ ----------------------- ----------------------
*Figures include ordinary shares held by Mrs F McKenzie
In addition, Walker Crips plc ("Walker Crips"), on behalf of its
clients, is subscribing for 43,500,000 Placing Shares (the "Walker
Crips Subscription"). Following Admission Walker Crips will, on
behalf of its clients, have an interest in 79,638,685 ordinary
shares, representing 15.6% of the Company's issued share capital as
enlarged by the Placing.
Walker Crips is currently a substantial shareholder in the
Company and therefore a related party. As such the Walker Crips
Subscription and the Directors Participation are considered to be
related party transactions pursuant to AIM Rule 13.
Jonathan Freeman, the Company's Chairman, is considered to be an
independent director for purposes of AIM Rule 13. As such, the
Company's independent director, having consulted with the Company's
nominated adviser, considers the Directors Participation and the
Walker Crips Subscription to be fair and reasonable insofar as the
Company's shareholders are concerned.
Appointment of Joint Broker
PhotonStar is pleased to announce that it has appointed
Peterhouse as the Company's Joint Broker with immediate effect.
Admission of the Placing Shares
Once issued, the Placing Shares will rank pari passu with the
New Ordinary Shares. Application will be made for the Placing
Shares to be admitted to trading on AIM ("Admission") immediately
following the General Meeting assuming that the resolution to
effect the Subdivision is passed. It is therefore expected that
Admission will become effective on or around 19 March 2018 at
8am.
Total Voting Rights
Following Admission, there will be 511,824,887 New Ordinary
Shares in issue. The figure of 511,824,887 New Ordinary Shares 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, PhotonStar under the
Disclosure and Transparency Rules.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
The Market Abuse Regulation (MAR) became effective from 3 July
2016. Market soundings, as defined in MAR, were taken in respect of
the Placing with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
For further information:
PhotonStar LED Group Plc (www.photonstarled.com)
James McKenzie - Group Chief Executive +44 (0)2381 230381
Northland Capital Partners
David Hignell/Tom Price/Jamie Spotswood (Corporate
Finance) +44 (0)20 3861
John Howes/Rob Rees (Corporate Broking) 6625
Peterhouse Corporate Finance Limited +44 (0)20 7469
Duncan Vasey/ Fungai Ndoro 0930
About PhotonStar LED Group Plc
PhotonStar LED Group Plc is a leading British designer and
manufacturer of intelligent lighting & building control
solutions. The Group's proprietary technology Halcyon(TM) is a
scalable, secure wireless IoT platform for retrofit into commercial
buildings, for energy reduction, asset monitoring & control,
and real time environmental, behavioural and energy insights.
PhotonStar is based in Romsey, Hampshire.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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