TIDMWATR
RNS Number : 2978S
Water Intelligence PLC
12 November 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND FOR INFORMATION PURPOSES ONLY
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, AND DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN, INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION, DISTRIBUTION,
OFFER OR SALE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES
SECTION OF THIS ANNOUNCEMENT.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER
THE MARKET ABUSE REGULATION (REGULATION 596/2014/EU) AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR").
12 November 2021
Water Intelligence plc
("Water Intelligence" or the "Company" or the "Group")
Results of Placing
Exercise of Options
Water Intelligence, a leading multinational provider of
non-invasive leak detection and remediation services for both
potable and non-potable water, announces the successful completion
of its placing announced earlier today (the "Placing") which has
closed significantly oversubscribed.
The transaction comprised both the placing of 1,016,667 New
Ordinary Shares to raise approximately GBP12.2 million and the
placing of 25,000 New Ordinary Shares through the exercise of
options to raise GBP0.3 million.
A total of 1,041,667 new ordinary shares (the "New Ordinary
Shares") were placed at a price of 1,200 pence per share (the
"Placing Price"), raising gross proceeds of GBP12.5 million, in
excess of the target size of at least GBP10 million. The Placing
received strong demand from existing institutional shareholders as
well as new long only institutional investors. The Placing was
conducted by way of an accelerated bookbuild process. RBC Europe
Limited (trading as "RBC Capital Markets") is acting as lead
bookrunner whilst Dowgate Capital Limited ("Dowgate") and WH
Ireland Limited ("WH Ireland") are acting as joint bookrunners in
connection with the Placing (collectively the "Joint
Bookrunners").
As outlined in the launch announcement for the Placing, proceeds
will primarily be used for the continued re-acquisition of American
Leak Detection ("ALD") franchises (the "Franchise Buy-Backs"). The
transaction will help the Company to accelerate its growth strategy
of building a "One-Stop-Shop" water infrastructure platform. The
Company may also use a portion of the proceeds for bolt-on
acquisitions and to finance additional training centres.
-- Franchise Buy-Backs: The Company has identified four
near-term franchise targets representing revenues of over $10
million in aggregate. The Franchise Buy-Backs are expected to be
EPS accretive. The four franchise targets identified will enlarge
ALD's regional hubs creating scale, operational efficiencies and
broadening the Company's offerings in the United States in the
Northwest, Southern California, the Midwest and the South.
Strengthening the Company's regional hubs enables it to leverage
corporate marketing and management to assist with franchise
growth.
-- Bolt-on acquisitions: A pipeline of potential near-term
bolt-on acquisition opportunities has also been identified by the
Company which will enable it to add capability to its water value
chain.
-- Training centres: The Company may also use the proceeds of
the capital raising to finance additional training centres to add
technicians and trucks for scalable organic growth from each
location given Salesforce implementation.
Dr. Patrick DeSouza, Executive Chairman of Water Intelligence,
commented:
"We are pleased to announce the successful close of our
oversubscribed capital raise which received significant demand from
existing and new investors. We appreciate the continued support of
our existing investors and are pleased to welcome new high quality
institutional investors to our shareholder register. The proceeds
will help us accelerate our ambitious growth strategy of building a
leading multinational water infrastructure platform. Global market
demand for water and wastewater infrastructure solutions is only
growing and impacted by the realities of climate change. We look
forward to taking a leadership role in providing solutions
globally."
Exercise of Share Options
The Company has also received notice that a franchisee has
exercised options over 25,000 new ordinary shares of 1 pence each
("Option Shares"). The Option Shares are also expected to be
admitted to trading at 8.00 a.m. on or around 17 November 2021. The
Option Shares will be sold alongside the Placing Shares.
The New Ordinary Shares and Option 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.
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for the
Placing Shares and Option Shares (as defined below) to be admitted
to trading on AIM and it is expected that admission will become
effective and that trading will commence in the Placing Shares and
Option Shares at 8.00 a.m. on or around 17 November 2021
("Admission"). The Placing is conditional on, among other things,
Admission becoming effective and the placing agreement between the
Company and the Joint Bookrunners being entered into and not being
terminated in accordance with its terms.
Upon Admission, the issued share capital of the Company will be
19,447,688 shares, divided into 17,367,688 ordinary shares of 1
pence each (of which 36,500 ordinary shares will be held by the
Company in treasury) admitted to trading on AIM and which entitle
the holder to 1 vote per ordinary share; and 2,080,000 nil paid B
ordinary shares of 1 pence each which are not admitted to trading
on AIM but which otherwise rank pari passu with the ordinary shares
(save that they may not participate in any distribution or return
of capital until they are fully paid).
Accordingly, the Company's total voting rights following
Admission will be 19,411,188 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.
Enquiries
Water Intelligence plc
Patrick DeSouza, Executive Chairman Tel: +1 203 654
5426
RBC Capital Markets - Lead Bookrunner and
Joint Broker
Jill Li Tel: +44 (0) 207
653 4000
Elizabeth Evans
Max Avison
Dowgate Capital Limited - Joint Bookrunner Tel: +44 (0) 203
and Joint Broker 903 7715
Stephen Norcross
Russell Cook
Nicholas Chambers
WH Ireland Limited - Joint Bookrunner, NOMAD Tel: +44 (0) 207
and Joint Broker 220 1666
Adrian Hadden
Notes to Editors
About Water Intelligence
Water Intelligence plc (AIM: WATR.L) is a leading multinational
provider of precision, minimally-invasive leak detection and
remediation solutions for both potable and non-potable water.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU)
2017/1129 (THE " PROSPECTUS REGULATION"); (2) IF IN THE UNITED
KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE
PROSPECTUS REGULATION AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED (THE "UK
PROSPECTUS REGULATION"), WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; (3) PERSONS TO
WHOM THE ANNOUNCEMENT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN WATER INTELLIGENCE PLC.
THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES ONLY IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE
RESPONSIBILITY OF THE COMPANY. THIS ANNOUNCEMENT (INCLUDING THE
APPIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR 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.
The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates, agents,
directors, officers or employees that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and the Joint Bookrunners to inform
themselves about and to observe any such restrictions.
Neither this Announcement nor any part of it constitutes or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
the "U.S.")), Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction in which the same would be
unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
All offers of the Placing Shares will be made pursuant to
exemptions under the Prospectus Regulation or the UK Prospectus
Regulation from the requirement to produce a prospectus. In the
United Kingdom, this Announcement is being directed solely at
persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not require the
approval of the relevant communication by an authorised person.
The Placing Shares have not been approved or disapproved by the
U.S. Securities and Exchange Commission (the "SEC"), any state
securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or
endorsed the merits of the Placing or the accuracy or adequacy of
this Announcement. Any representation to the contrary is a criminal
offence in the United States. The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Placing Shares and the Placing
Shares have not been, nor will they be, registered under or offered
in compliance with the securities laws of any state, province or
territory of Australia, Canada, Japan or the Republic of South
Africa. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this Announcement should seek appropriate advice before
taking any action.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix.
This Announcement may contain, and the Company may make, verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability
and ability to access capital and credit, a decline in the
Company's credit ratings; the effect of operational risks; and the
loss of key personnel. As a result, the actual future financial
condition, performance and results of the Company may differ
materially from the plans, goals and expectations set forth in any
forward-looking statements. Forward-looking statements contained in
this Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. Undue reliance should not be placed on
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
Each of RBC Capital Markets, WH Ireland and Dowgate are
authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom and are acting exclusively for the
Company and no one else in connection with the Placing, and RBC
Capital Markets, WH Ireland and Dowgate will not be responsible to
anyone (including any Placees) other than the Company for providing
the protections afforded to their clients or for providing advice
in relation to the Placing or any other matters referred to in this
Announcement. Each Placee should consult with its own advisers as
to the legal, tax, business and other features and consequences of
an investment in Placing Shares.
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 the Joint Bookrunners or by any of their
respective affiliates or agents as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected or received from
them may go down as well as up and investors may not get back the
full amount invested upon disposal of the shares. Past performance
is no guide to future performance, and persons needing advice
should consult an independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
UK product governance
Solely for the purposes of Paragraph 3.2.7R regarding the
responsibilities of UK Manufacturers under the product governance
requirements contained within Chapter 3 of the FCA Handbook
Production Intervention and Product Governance Sourcebook (the "UK
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail
investors, investors who meet the criteria of professional clients
and eligible counterparties, each as defined in the UK Product
Governance Requirements; and (ii) eligible for distribution through
all distribution channels as are permitted by UK Product Governance
Requirements (the "UK Target Market Assessment"). Notwithstanding
the UK Target Market Assessment, distributors (for the purposes of
UK Product Governance Requirements) should note that: (a) the price
of the Placing Shares may decline and investors could lose all or
part of their investment; (b) the Placing Shares offer no
guaranteed income and no capital protection; and (c) an investment
in the Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, the Joint Bookrunners will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
EEA product governance
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures in the European
Economic Area (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target
market of (a) retail investors, (b) investors who meet the criteria
of professional clients and (c) eligible counterparties, each as
defined in the MiFID II Product Governance Requirements; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "EEA Target Market Assessment").
Notwithstanding the EEA Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The EEA Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
EEA Target Market Assessment, the Joint Bookrunners will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the EEA Target Market Assessment
does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares determining
appropriate distribution channels.
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END
ROIUUSBRAAUAAAA
(END) Dow Jones Newswires
November 12, 2021 12:43 ET (17:43 GMT)
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