TIDMLIFS
RNS Number : 2586I
LifeSafe Holdings PLC
03 August 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR
ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED
UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT
WHATSOEVER IN ANY OF THOSE JURISDICTIONS.
LifeSafe Holdings plc
("LifeSafe" or the "Company")
Result of Placing and Share Subscription
LifeSafe (AIM:LIFS), a fire safety technology business with
innovative fire extinguishing fluids and fire safety products,
announces that, further to its announcement of 7.00 a.m today, it
has successfully completed and closed the Placing (a portion of
which is conditional on Shareholder approval, as set out below) and
Share Subscription to raise gross proceeds of GBP1.09 million.
The Placing and Share Subscription has raised, in aggregate,
gross proceeds of GBP1.09 million through the placing of 2,574,465
Placing Shares to certain institutional and other investors and a
subscription by certain other investors directly with the Company
("Share Subscription") of a further 378,378 new Ordinary Shares
("Subscription Shares") in each case at a price of 37 pence per
share.
The Placing is being conducted in two tranches with the initial
tranche of Placing Shares being issued under the Company's
pre-existing share capital authorities and the second tranche of
the Placing Shares being subject to the requisite shareholder
approval at the Company's forthcoming General Meeting. The Placing
Shares will be issued fully paid and will rank pari passu in all
respects with the Company's existing Ordinary Shares.
A portion of the proceeds will be allocated towards stock
procurement in the latter half of 2023 in order to enhance the
Company's ability to fulfil customer demand during the
seasonally-stronger second half of the year, particularly for stock
shipped to the Company's US market. Notably, in 2022, 68 per cent.
of the Company's revenue was generated during this period,
highlighting the importance of adequate inventory to maintain
product availability. The Funds raised will also be utilised to
bolster the Company's general working capital.
One of the key advantages of advanced stock procurement
facilitated by this fundraising effort is the ability to plan and
execute the most cost efficient US distribution routes. By
procuring stocks ahead of time, the Company believes that it can
streamline its supply chain management and refine delivery
logistics which the Company believes will give it a competitive
edge in the market.
The Placing comprises a proposed placing of new Ordinary Shares
to be effected in two tranches. The Company intends to issue, in
aggregate, up to 1,637,565 new Ordinary Shares (the "First Placing
Shares"), to raise gross proceeds of approximately GBP0.61 million,
to participants in the Placing under the Company's pre-existing
share capital authorities to allot equity securities granted at the
Company's annual general meeting held on 26 June 2023. The First
Placing Shares and Subscription Shares are expected to be admitted
to trading on AIM on or around 9 August 2023.
The Company intends to issue up to a further 936,900 new
Ordinary Shares (the "Second Placing Shares"), to raise gross
proceeds of approximately a further GBP0.35 million. The Second
Placing Shares which are to be issued alongside the Retail Offer
Shares (as defined in the Company announcement of 7.00 a.m today),
will be conditional upon, inter alia, the passing of the
Resolutions to be put to Shareholders at a General Meeting,
expected to be held on or around 22 August 2023. The Second Placing
Shares are expected to be admitted to trading on AIM on or around
23 August 2023, being the first trading day following the
forthcoming General Meeting.
Share Subscription
Pursuant to the Share Subscription, certain investors have
subscribed for 378,378 Subscription Shares directly with the
Company at the Placing Price raising gross proceeds of GBP0.14
million.
The Share Subscription is conditional upon (amongst other
things) the Placing Agreement not having been terminated and First
Admission occurring on or before 8.00 a.m. on 9 August 2023 (or
such later date and/or time as the Bookrunner and the Company may
agree, being no later than 8.00 a.m. on 29 September 2023).
Director participation in the Placing
Dominic Berger, the Executive Chairman of the Company, has
agreed to subscribe for 13,513 New Ordinary Shares in the Placing.
Immediately following First and Second Admission, the total number
of New Ordinary Shares held by Dominic Berger would be 917,845
representing 3.67% of the Enlarged Share Capital.
First Admission and Total Voting Rights
Application will be made to the London Stock Exchange for
admission of the First Placing Shares and Subscription Shares to
trading on AIM (the "First Admission"). It is expected that
admission will become effective and dealings in the First Placing
Shares and Subscription Shares commence at 8.00 a.m. on or around 9
August 2023.
First Admission is conditional, inter alia, upon the First
Admission becoming effective and the Placing Agreement not having
been terminated and becoming unconditional in respect of the First
Placing Shares. The First Placing does not require Shareholder
approval as the First Placing Shares will be issued pursuant to the
Company's pre-existing share capital authorities granted at its 26
June 2023 annual general meeting.
Following First Admission, the total number of Ordinary Shares
in the capital of the Company in issue will be 24,123,993 Ordinary
Shares with voting rights. This figure 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 a change to their interest in, the Company's share
capital.
Second Admission and Total Voting Rights
Admission of the Second Placing Shares (the "Second Admission")
is, conditional, inter alia, on the Second Admission becoming
effective, the Placing Agreement not having been terminated and
becoming unconditional and upon the approval of Shareholders at the
Company's forthcoming General Meeting proposed to be held on or
around 22 August 2023, notice of which will be included in the
Circular to shareholders expected to be published on or around 4
August 2023.
Application will be made to the London Stock Exchange for
admission of the Second Placing Shares to trading on AIM. It is
expected that admission will become effective and dealings in the
Second Placing Shares commence at 8.00 a.m. on or around 23 August
2023.
Following Second Admission, the total number of Ordinary Shares
in the capital of the Company in issue will be 25,060,893 with
voting rights. This figure 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, the Company's share capital pursuant to the Company's
Constitution.
The issue of the First Placing Shares and Subscription Shares is
not conditional on issue of the Second Placing Shares. Should the
Resolutions not be passed at the General Meeting, the issue of the
Second Placing Shares will not proceed. The issue of the First
Placing Shares will not be affected by any or all of the Second
Placing failing to complete for any reason.
The Placing Shares and Subscription Shares will be issued fully
paid and will rank pari passu in all respects with the Company's
existing Ordinary Shares.
The Retail Offer
The Company values its Shareholder base and believes that it is
appropriate to provide eligible existing retail Shareholders in the
United Kingdom the opportunity to participate in the Retail Offer
(as defined in the Company announcement of 7.00 a.m today). The
Retail Offer will allow exisiting retail Shareholders to
participate in the fundraising by subscribing for Retail Offer
Shares at the Placing Price.
The Retail Offer announcement is expected to be made shortly
after the conclusion of the General Meeting and will contain
further information on how investors can participate in the Retail
Offer.
Notice of General Meeting
The Company will make a further announcement in due course with
respect to the publication of the formal notice of its General
Meeting with regards to seeking Shareholder approval for, inter
alia, the proposed issue of the Second Placing Shares and
replenishment of the Company's share capital authorities. Once
posted, to those Shareholders who have opted to receive receive
hard copies, the Notice will also be made available on the
Company's website at: https://www.lifesafeholdingsplc.com/
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Company's announcement released
this morning in respect of the Placing and Share Subscription
unless the context provides otherwise.
Dominic Berger, Executive Chairman, commented: "The Board is
grateful to investors for their support with this fundraising,
which further strengthens the Company's position and facilitates
the continuation of its successful growth strategy."
For further enquiries:
LifeSafe Holdings plc
Dominic Berger, Chairman info@lifesafetechnologies.com
Neil Smith, CEO
Mike Stilwell, CFO
WH Ireland Limited - (Nominated Adviser Tel: +44 (0) 20 7220
& Broker) 1666
Chris Fielding / Darshan Patel / Isaac
Hooper (Corporate)
Fraser Marshall / Rachel Hayes / George
Krokos (Broking)
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Dominic Berger
------------------------------ -----------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status Executive Chairman
------------------------------ -----------------------------------
b) Initial notification Initial notification
/Amendment
------------------------------ -----------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name LifeSafe Holdings plc
------------------------------ -----------------------------------
b) LEI 2138004KSXCPNWGSL119
------------------------------ -----------------------------------
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 Purchase of Placing Shares
of the financial
instrument, ISIN: GB00BP83Y473
type of instrument
Identification
code
------------------------------ -----------------------------------
b) Nature of the
transaction
------------------------------ -----------------------------------
c) Price(s) and Price No. of shares
volume(s) 37 pence 13,513
--------------
------------------------------ -----------------------------------
d) Aggregated information
- Aggregated
volume 13,513 shares
- Price 37 pence
------------------------------ -----------------------------------
e) Date of the 3 August 2023
transaction
------------------------------ -----------------------------------
f) Place of the XLON, AIM
transaction
------------------------------ -----------------------------------
Notes to Editors
LifeSafe is a fire safety technology business that develops
eco-friendly, novel and innovative fire extinguishing fluids with a
range of life-saving fire safety products. Through its highly
experienced management team, LifeSafe is seeking to create new
markets for the Group in fire safety through new technologies,
digital marketing and multi-channel sales.
LifeSafe has developed what the Directors believe to be a market
disrupting range of eco-friendly fire safety protection products
including, launched in December 2022, a new Thermal Runaway Fluid
to combat thermal runaway in lithium battery fires by permanently
extinguishing and preventing the re-ignition of lithium fires. This
is an evolution of the Group's core FER1000 extinguishing fluid,
for which the Group has been granted a patent in the UK, which has
been developed by LifeSafe to extinguish five different types of
fire: electrical, paper, textiles, cooking oil, and petrol and
diesel.
The Group launched its best-selling first generation StaySafe
5-in-1 fire extinguisher using this fluid on Amazon Prime in the UK
in August 2021. It subsequently became Amazon Prime's top-selling
fire extinguisher in the UK in the same month. The StaySafe
All-in-1, an evolution of the Group's core fluid which is verified
to extinguish ten different fire types, was launched in the UK in
April 2023. StaySafe products were launched in Screwfix in Spring
2022.
LifeSafe is continuing to develop new fluid derivations for the
industrial market.
LifeSafe was admitted to trading on AIM in July 2022 with the
ticker LIFS.L. For additional information please
visit https://www.lifesafeholdingsplc.com .
LinkedIn: https://www.linkedin.com/company/lifesafe-technologies
Twitter: https://twitter.com/LifesafeT
- Ends -
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of Article 7 of the UK version of Regulation (EU) No 596/2014 which
is part of UK law by virtue of the European Union (Withdrawal) Act
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via a Regulatory Information Service, this inside information is
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