THIS ANNOUNCEMENT 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, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN FIREANGEL SAFETY TECHNOLOGY GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
23 June 2023
FireAngel Safety Technology Group plc
(‘FireAngel’, the ‘Company’ or the ‘Group’)
Result of Open Offer, Placing and Subscription
Directors’ Dealings
Exercise of Options
and
Total Voting Rights
Result of Open Offer, Conditional Placing and Subscription
Further to its announcement of 6 June 2023 (the ‘Announcement‘), FireAngel (AIM: FA.), a leading developer and supplier of home safety products, announces the result of the Open Offer to Qualifying Shareholders.
Valid acceptances have been received from Qualifying Shareholders in respect of 5,553,454 Open Offer Shares and 2,776,714 Warrants, further details of which are set out below. This represents approximately 4.6 per cent. of the Open Offer Shares and Warrants available under the Open Offer which, at the Issue Price, has raised approximately £0.3 million (before expenses) for the Company.
In accordance with the terms of the Placing Agreement and the Subscription Letter, the number of Placing Shares and Warrants to be issued pursuant to the Placing will be scaled back to 62,380,380 Placing Shares and 31,190,187 Warrants and the number of Subscription Shares and Warrants to be issued pursuant to the Subscription will be scaled back to 52,777,257 Subscription Shares and 26,388,628 Warrants. As a consequence, the issue of the Placing Shares and the Subscription Shares will, at the Issue Price, have raised, in aggregate, approximately £5.8 million (before expenses) for the Company.
Subject to admission to trading on AIM of, in aggregate, 120,711,091 New Ordinary Shares becoming effective (‘Admission’), the Company will have raised a total of approximately £6.1 million (before expenses) as a result of the Fundraising.
As detailed in the Announcement, a resolution to grant the Directors the authority to allot the Warrants will be sought at the 2023 AGM to be held on 30 June 2023 and, as a consequence, there can be no guarantee that the Warrants and/or the Ordinary Shares which may be issued upon the exercise of the Warrants will be issued. A further announcement regarding the Warrant Resolution will be made following the conclusion of the 2023 AGM.
Directors’ Dealings
Further to the Announcement, following clawback under the Open Offer, each of Andrew Blazye (Non-Executive Chair), Neil Radley (Chief Executive Officer), Zoe Fox (Chief Finance Officer), Simon Herrick (Non-Executive Director) and Jon Kempster (Non-Executive Director) will be issued with 7,556,375, 1,889,080, 188,910, 188,910 and 188,910 Placing Shares and 3,778,187, 944,540, 94,455, 94,455 and 94,455 Warrants respectively pursuant to the Placing. In addition, Graham Whitworth (Non-Executive Director) and his wife validly subscribed for, in aggregate, 202,307 Open Offer Shares and 101,153 Warrants under the Open Offer.
As a result, the Directors’ resulting shareholdings immediately following Admission and the exercise of options, as detailed below, is as follows:
| Director | Current shareholding | % of Existing Ordinary Shares held | Number of Placing or Open Offer Shares to be issued | Resulting Shareholding immediately following Admission | % of Enlarged Share Capital (including exercise of options) | Number of Warrants to be issued2 | |
| Andrew Blazye | – | – | 7,556,375 | 7,556,375 | 2.50 | 3,778,187 | |
| Neil Radley | – | – | 1,889,080 | 1,889,080 | 0.62 | 944,540 | |
| Zoe Fox | 88,828 | 0.05 | 188,910 | 277,738 | 0.09 | 94,455 | |
| Jon Kempster | 99,167 | 0.05 | 188,910 | 288,077 | 0.10 | 94,455 | |
| Graham Whitworth1 | 3,829,111 | 2.11 | 202,307 | 4,031,418 | 1.33 | 101,153 | |
| Simon Herrick | – | – | 188,910 | 188,910 | 0.06 | 94,455 |
1 and his wife
2 subject to passing of the Warrant Resolution at the 2023 AGM
Exercise of options
The Company further announces as part of the Company’s Share Matching Scheme, it has issued and allotted, subject to admission to trading on AIM (“Admission of Matching Shares”), 544,094 new ordinary shares of 2 pence each. In line with the rules of the Share Option Schemes the new ordinary shares were issued at 2 pence each.
Admission, Admission of Matching Shares and Total Voting Rights
It is expected that Admission and the Admission of Matching Shares will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 28 June 2023. The New Ordinary Shares will rank pari passu with the Existing Ordinary Shares. Immediately following Admission and the Admission of Matching Shares, the Company’s issued share capital will comprise 302,321,822 Ordinary Shares carrying voting rights. In addition, subject to the passing of the Warrant Resolution at the 2023 AGM, the Company will have in issue 60,355,529 Warrants to subscribe for Ordinary Shares. The figure of 302,321,822 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 in their interests in, the Company under the FCA’s Disclosure Guidance and Transparency Rules.
The Warrants which will not be listed or admitted to trading on any stock exchange are not transferable and will be issued in certificated form only.
Capitalised terms in this announcement have the same meaning as given in the Announcement.
The person responsible for arranging the release of this announcement on behalf of the Company is Zoe Fox, Chief Finance Officer.
For further information, please contact:
| FireAngel Safety Technology Group plc | 024 7771 7700 |
| Neil Radley, Chief Executive Officer | |
| Zoe Fox, Chief Finance Officer | |
| Shore Capital (Nominated adviser and broker) | 020 7408 4050 |
| Tom Griffiths/David Coaten/Tom Knibbs | |
| Houston (Financial PR) | 0204 529 0549 |
| Kate Hoare/Ben Robinson/Kelsey Traynor |
Notes to Editors
About FireAngel Safety Technology Group plc
FireAngel’s mission is to protect and save lives by making innovative home safety products which are simple and accessible. FireAngel is one of the market leaders in the European home safety products market.
FireAngel’s principal products are connected smoke alarms, CO alarms, heat alarms and accessories. The Company has an extensive portfolio of patented intellectual property in Europe, the US and other selected territories. Products are sold under FireAngel’s leading brands of FireAngel, FireAngel Pro, FireAngel Specification and AngelEye.
For further product information, please visit: www.FireAngeltech.com
IMPORTANT INFORMATION
Shore Capital is authorised and regulated in the United Kingdom by the Financial Conduct Authority (“FCA“) and is acting exclusively as Nominated Adviser and Broker and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the subject matter of this announcement.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the contents of this announcement, and other information published by the Group contain statements about the Group that are or may be deemed to be forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or words or terms of similar substance or the negative thereof, may be forward looking statements.
These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers should not rely on such forward-looking statements, which speak only as of the date of this announcement. The Group disclaims any obligation or responsibility to update publicly or review any forward-looking or other statements contained in this announcement, except as required by applicable law.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Publication on website
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the Group’s website at www.fireangeltech.com by no later than 12 noon (London time) on the business day following the date of this announcement. Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.
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