TIDMCALL
RNS Number : 0935O
Cloudcall Group PLC
30 September 2019
THIS ANNOUNCEMENT (INCLUDING THE APPIX) (TOGETHER, THE
"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, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR"). IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
30 September 2019
CloudCall Group plc
("CloudCall" or the "Company")
Conditional Placing of GBP12.0 million
and
a proposed Open Offer to existing shareholders
Funding customer led growth capital opportunities, with
ambitions to achieve >GBP50 million in annualised
run-rate revenue by 2025
CloudCall Group plc (AIM: CALL) ("CloudCall" or the "Company"),
a leading cloud-based software business that integrates
communications technology with Customer Relationship Management
("CRM") platforms, is pleased to announce that it has conditionally
raised gross proceeds of GBP12.0 million by way of a conditional
placing (the "Placing") of a total of 12,000,000 ordinary shares of
20 pence each in the Company ("Placing Shares"), at a price of 100
pence per Placing Share (the "Issue Price"). The net proceeds of
the Placing will be used to fund customer led growth capital
opportunities and strengthen the Company's balance sheet. The
Company is also providing its existing shareholders with the
opportunity to participate in an Open Offer to raise up to GBP0.5
million from Qualifying Shareholders, which will be made at the
Issue Price, with the net proceeds from this expected to be used to
further strengthen the Company's balance sheet.
CloudCall has also announced its interim results for six months
ended 30 June 2019 earlier today. A copy of the Company's results
is available on the Company's website found at:
https://www.cloudcall.com/investor-zone/.
Key Highlights:
-- Conditional Placing raising GBP12.0 million (before expenses)
with institutional investors and a proposed Open Offer to
Qualifying Shareholders to raise up to GBP0.5 million, in each case
at the Issue Price.
-- Issue Price of 100 pence per new ordinary share ("New Ordinary Shares").
-- The Company intends to use the net proceeds of the
conditional Placing to fund customer led growth capital
opportunities and strengthen the Company's balance sheet, with all
net proceeds from the Open Offer to be used to further strengthen
the balance sheet.
-- The investment will support an acceleration of the scaling of
the business, with the Board setting a new ambition for the
business to achieve >GBP50 million in annualised run-rate
revenue by 2025.
-- Canaccord Genuity Limited ("Canaccord Genuity") acted as
Nomad, sole Broker and Bookrunner in relation to the conditional
Placing and Open Offer.
Completion of the Placing and Open Offer is subject, inter alia,
to shareholder approval to enable the issue of the New Ordinary
Shares, which will be sought at a general meeting of the Company
expected to be held at the offices of the Company at 1 Colton
Square, Leicester LE1 1QH 11.00 a.m. on 21 October 2019 (the
"General Meeting"). The Directors believe that gross proceeds of
GBP4.5 million of the Placing is expected to be EIS / VCT
qualifying ("EIS / VCT Placing Shares"). The Company has applied
for, but not, as at the date of this announcement, received,
advance assurance from HM Revenue & Customs.
Although the Company currently expects to satisfy the relevant
conditions for EIS/VCT Placing Shares, and the Directors are not
aware of any subsequent change in the qualifying conditions or the
Company's circumstances that would prevent the EIS/VCT Placing
Shares from being eligible for EIS and VCT investments on this
occasion, neither the Directors nor the Company give any warranty
or undertaking that relief will be available in respect of any
investment in the EIS/VCT Placing Shares pursuant to this
announcement, nor do they warrant or undertake that the Company
will conduct its activities in a way that qualifies for or
preserves its status.
As the rules governing EIS and VCT reliefs are complex and
interrelated with other legislation, if Shareholders, or other
potential investors are in any doubt as to their tax position,
require more detailed information than the general outline above,
or are subject to tax in a jurisdiction other than the United
Kingdom, they should consult their professional adviser.
Subject to, inter alia, the passing of the resolutions at the
General Meeting, the EIS/VCT Placing Shares are expected to be
admitted to trading on or around 22 October 2019 (the "EIS/VCT
Admission") and will occur before the admission of the Placing
Shares relating to the non EIS / VCT element of the Placing (the
"General Placing") and Open Offer which are expected to be admitted
to trading on AIM on or around 23 October 2019 (the "General
Admission"). Shareholders and potential investors should be aware
of the possibility that EIS/VCT Admission might occur, but General
Admission might not take place.
Background on the Company:
CloudCall is a software-as-a-service ("SaaS") and unified
communications business ("UCaaS"), that has developed and provides
a suite of cloud-based software and communications products and
services, which enables organisations to leverage data in CRM
systems to enable more effective communications.
CloudCall's suite of software products span voice, SMS, instant
messaging, desktop and mobile, allowing companies to integrate
telephony and messaging capabilities into their existing CRM
software, enabling communications to be initiated, recorded, logged
and categorised from within the CRM system.
The global CRM market is worth around $50bn per annum and is
made up of thousands of individual CRM providers many of whom are
smaller niche players. The size of the CRM market and the relative
monthly subscription costs of CRMs versus the CloudCall service
would indicate a total addressable market ("TAM") of $20 billion
per annum.
Whilst the Company contracts directly with the end customers of
its CRM partners, it has developed a CRM based go-to-market
strategy, whereby it receives referrals from CRMs and pays
introductory commission to these CRM partners. Due to size of the
CRM market, CloudCall focuses on CRMs that are specific to
recruitment and staffing companies and on Bullhorn CRM in
particular - one of the largest players in this sector. This focus
is also reflected in the Company product in that the CloudCall
product has been tailored to fit the needs of the recruitment and
staffing sector.
Background to and reasons for the Placing:
In January 2019, the Company raised gross proceeds of GBP2.4
million to invest into sales and marketing and to strengthen the
Company's balance sheet. Since then, the Company has won several
new contracts and signed a number of new partnership agreements,
including a contract with a major US staffing firm as announced on
4 June 2019.
CloudCall has also engaged in discussions with several other
potential CRM partners who have significant user bases and are
seeking an integrated unified communications solution for their
customers. Furthermore, due to CloudCall's growing reputation
within the recruitment industry, the Company has built a strong
pipeline of large and very large potential customers, some of whom
require CloudCall to be able to provide their service in
Australia.
In July this year, the Company signed a partnership addendum
with Bullhorn that sees their staff remunerated when their
customers sign-up for CloudCall. Due to these customer led, growth
opportunities, the Board believes this represents a highly
compelling opportunity for the business to invest in several core
areas, which should enable the Company to gain market share, drive
marketing efficiencies and achieve overall scale quicker than
previously thought.
By raising capital to invest in these opportunities, the Board
believes there is an opportunity to more than double the size of
CloudCall's current user base of 37,000 within the next three
years, and achieve highly attractive medium-term revenue growth
rates of >25 per cent.
In doing so, the Board believes this will best position the
business to achieve its ambition of annualised run rate revenues of
>GBP50 million by 2025.
Use of proceeds:
The net proceeds of the Placing will be used to fund a number of
customer-led growth opportunities, product enhancements, an
acceleration of the product roadmap and strengthening of the
balance sheet. The Company will also use a limited amount of the
net proceeds to run a trial into a new vertical.
The majority of the investment will be made into the associated
headcount in these areas which includes product development, sales,
marketing, account management and finance, amongst other areas. The
net proceeds from the Open Offer will be used to further strengthen
the Group's balance sheet.
Specifically, the Company intends to use the net proceeds of the
Placing as outlined below:
-- Customer led growth:
o Partnering with additional Recruitment CRMs, driving improved
marketing efficiency;
o Targeting of larger and Enterprise customers within
Recruitment and other verticals;
o Establishing a new Australian sales office to service the APAC
region:
o Support the working capital requirements of the Company and
strengthen the balance sheet;
-- Product enhancements:
o Invest into the development and product teams;
o Accelerate the product roadmap, with plans to add video
functionality and social media (omni channel) messaging to
CloudCall's product offering in the future;
o Create new income streams, such as call and video storage;
-- Other expansion opportunities:
o Launch a partner program in the USA with Microsoft Dynamics
and build a dedicated sales operation;
o Build a dedicated sales operation to market to Salesforce.com
customers;
o Limited trial into property vertical with CRM
PropertyBase.
Related Party Transactions:
Gresham House Asset Management Limited ("Gresham House") and
Kinderhook Partners LP ("Kinderhook") are each considered to be a
'Substantial Shareholder' under the AIM Rules and are subscribing
for 1,590,000 Placing Shares and 1,456,744 Placing Shares each.
Gresham House are subscribing for EIS/VCT Placing Shares and
Kinderhook are subscribing for Placing Shares relating to the non
EIS / VCT element of the Placing. These Placing participations
constitute related party transactions under Rule 13 of the AIM
Rules. The Directors consider that, having consulted with Canaccord
Genuity, the terms of Gresham House's and Kinderhook's
participation in the Placing are fair and reasonable insofar as
Shareholders are concerned.
Company Highlights:
-- Attractive SaaS business model; +30% revenue growth and 77% gross margin in 1H2019;
-- >GBP11m annualised revenue run rate, with GBP10m combined recurring and repeatable revenue;
-- Good SaaS Metrics: net renewal rate >100%, CAC/LTV ratio >7x;
-- >1,200 customers, 37,000 users, growing at >1,000 users per month;
-- Considered to be differentiated go to market strategy;
-- Strong near-term pipeline of Enterprise customers;
-- Large opportunity, $20bn TAM;
Current Trading and Outlook:
The Company announced its interim results for six months ended
30 June 2019 today. During the first six months of the year, the
Company reported H1 revenues were up 30 per cent. organically to
GBP5.2 million (H1 2018: GBP4.0 million), with recurring revenues
up 34 per cent. compared to H1 2018 and an annualised revenue run
rate of GBP11 million in June 2019. The Company's user base also
grew by 37 per cent. to 36,936 (H1 2018: 27,000), with Q2 monthly
net user growth exceeding the stated target of 1,000 per month.
Since the interim period end, positive trading has continued into
H2 and inline with management's expectations, the Board expects to
achieve 2019 full year revenue of GBP11.7 million, as previously
announced on 16 July 2019.
By investing to accelerate the rapid scaling of the business
using the proposed Placing proceeds, the Board believes the
following guidance would be achievable:
Organic revenue growth:
-- >30% for the years FY19 and FY20
-- >25% p.a. for the years FY21 to FY23
-- Overall ambition to achieve annualised run rate revenue of >GBP50m by 2025
-- Recurring and repeatable revenue 87%
Operating expenditure growth:
-- 40% for FY20
-- 15% for the years FY21 to FY22
-- Expect to normalise at 10 per cent. per annum thereafter
Breakeven:
-- Monthly EBITDA breakeven to be achieved mid FY22
Details of the Placing and Open Offer:
The Placing is being conducted by way of a fixed price
conditional Placing, in accordance with the terms and conditions
set out in the Appendix to this announcement (the "Appendix").
Canaccord Genuity is acting as Nomad, sole Broker and Bookrunner in
connection with the conditional Placing. The allocation of the
Placing Shares shall be at the full discretion of Canaccord Genuity
in consultation with the Company. The Placing is not
underwritten.
In addition, in order to provide Shareholders who do not take
part in the Placing with an opportunity to participate in the
proposed issue of New Ordinary Shares, the Company is providing all
Qualifying Shareholders with the opportunity to subscribe for Open
Offer Shares at the Issue Price. Qualifying Shareholders
subscribing for their full entitlement under the Open Offer may
also request additional Open Offer Shares through the Excess
Application Facility. The Open Offer is not underwritten. Details
of the Open Offer, including the pro rata entitlement of the
Qualifying Shareholders, will be contained in the Circular.
The issue of the Placing Shares and the Open Offer Shares are
conditional, inter alia, on the passing by Shareholders of the
resolutions at the General Meeting of the Company, which is
expected to be convened for 11.00 a.m. on 21 October 2019.
Application will be made in due course to the London Stock
Exchange for the EIS / VCT Placing Shares, General Placing Shares
and the Open Offer Shares to be admitted to trading on AIM. EIS/VCT
Admission of the EIS / VCT Placing Shares are expected to be become
effective and dealings in such shares are expected to commence at
8.00 a.m. on 22 October 2019. General Admission for the General
Placing Shares and the Open Offer Shares is expected to become
effective and dealings in such shares are expected to commence at
8.00 a.m. on 23 October 2019.
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares of the Company.
The Appendix (which forms part of this Announcement) contains
the detailed terms and conditions of the Placing.
The Circular, containing further details of the Placing and Open
Offer and convening the General Meeting, an Application Form
setting out each Qualifying Shareholder's Basic Entitlements and a
proxy form is expected to be despatched to Shareholders on or
around 3 October 2019 and will thereafter be available on the
Company's website at: https://www.cloudcall.com/investor-zone/.
For further information, please contact:
CloudCall Group plc: Tel: +44 (0)20 3587
Simon Cleaver, Chief Executive Officer 7188
Paul Williams, Chief Financial Officer
Canaccord Genuity Limited (Nomad, Sole Broker Tel: +44 (0)20 7523
and Bookrunner): 8000
Simon Bridges
Richard Andrews
The person responsible for arranging the release of this
information is Mr Simon Cleaver, CEO of the Company.
About CloudCall Group Plc:
CloudCall is a software and unified communications business that
has developed and provides a suite of cloud-based software and
communications products and services. CloudCall's products and
services are aimed at enabling organisations to leverage their
customer data to enable more effective communications.
The CloudCall suite of software products allows companies to
fully integrate telephony and messaging capability into their
existing CRM software, enabling communications to be made,
recorded, logged and categorised from within the CRM system with
detailed activity reporting and powerful business intelligence
capable of being easily generated.
At the end of June 2019, the Company had approximately 150 staff
based predominantly in Leicester and London (UK), Boston (US) and
Minsk (BY), with just under 37,000 end-users relying on CloudCall
technology to power their daily communications.
ADDITIONAL INFORMATION
1. Expected Timetable of Principal Events
The expected timetable relating to the Placing and the Open
Offer is set out below.
Event Date
------------------------------------------ ----------------------------------
Record Date for the Open Offer 5.00 p.m. on 30 September
2019
Posting of the Circular, the Notice of By 3 October 2019
General Meeting and Proxy Form
Latest time and date for receipt of Forms 11.00 a.m. on 17 October
of Proxy 2019
Latest time and date for receipt of completed 11.00 a.m. on 17 October
Application Forms and payment in full under 2019
the Open Offer or settlement of relevant
CREST instruction (as appropriate)
General Meeting 11.00 a.m. on 21 October
2019
Results of the General Meeting announced 21 October 2019
through a RIS
Expected date for EIS/VCT Admission and 8.00 a.m. on 22 October
commencement of dealings of the EIS/VCT 2019
Placing Shares
Expected date for EIS/VCT Placing Shares 22 October 2019
to be credited to CREST stock accounts
Expected date for General Admission and 8.00 a.m. on 23 October
commencement of dealings of the General 2019
Placing Shares and Open Offer Shares
Expected date for General Placing Shares 23 October 2019
and Open Offer Shares to be credited to
CREST stock accounts
Expected date for despatch of definitive By 29 October 2019
share certificates for EIS/VCT Placing
Shares
Expected date for despatch of definitive by 30 October 2019
share certificates for General Placing
Shares and Open Offer Shares
Notes
Each of the times and dates in the above timetable, and shown elsewhere
in this Announcement, are indicative only and if any of the details
contained in the timetable above should change, the revised times
and dates will be notified to Shareholders by means of an announcement
through a Regulatory Information Service.
IMPORTANT NOTICE
The information contained in this Announcement is for
information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
This Announcement, including the Appendix, is not for
publication or distribution, directly or indirectly, in or into the
United States of America. This Announcement, including the
Appendix, is not an offer of securities for sale in the United
States. The securities referred to herein have not been and will
not be registered under the U.S. Securities act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
This Announcement, including the Appendix, and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in, into or within
Australia, Canada, Japan, the Republic of South Africa or any other
jurisdiction where to do so might constitute a violation of the
relevant laws or regulations of such jurisdiction.
This Announcement, including the Appendix, is for information
purposes only and is not intended to and does not contain or
constitute or form part of any offer or any solicitation to
purchase or subscribe for securities in Australia, Canada, Japan,
the Republic of South Africa or any other state or jurisdiction in
which such offer or solicitation is not authorised or to any person
to whom it is unlawful to make such offer or solicitation. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions.
This Announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of the
Company or other evaluation of any securities of the Company or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such
securities.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No undertaking, representation,
warranty or other assurance, express or implied, is made or given
by or on behalf of the Company or any member of the Company's group
or Canaccord Genuity or any of their respective directors,
officers, partners, employees, agents or advisers or any other
person as to the accuracy or completeness of the information or
opinions contained in this Announcement and no responsibility or
liability is accepted by any of them for any such information or
opinions or for any errors, omissions or misstatements, negligence
or otherwise in this Announcement.
Canaccord Genuity is authorised and regulated by the Financial
Conduct Authority ("FCA") in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Placing, and Canaccord Genuity will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this
Announcement.
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 Canaccord Genuity or by any of its
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 therefore 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.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect" (or the negative thereof) and words of similar
meaning, reflect the Directors' current beliefs and expectations
and involve known and unknown risks, uncertainties and assumptions,
many of which are outside the Company's control and difficult to
predict, that could cause actual results and performance to differ
materially from any expected future results or performance
expressed or implied by the forward-looking statement. Any
forward-looking statements made in this announcement by or on
behalf of the Company speak only as of the date they are made.
These forward-looking statements reflect the Company's judgment at
the date of this announcement and are not intended to give any
assurance as to future results. Except as required by the FCA, the
London Stock Exchange, the AIM Rules or applicable law, the Company
expressly disclaims any obligation or undertaking to release
publicly 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.
APPIX
TERMS AND CONDITIONS OF THE PLACING
THIS ANNOUNCEMENT, INCLUDING THIS APPIX (TOGETHER, THE
"ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE
FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE, UNLESS
OTHERWISE AGREED BY THE BROKER, "QUALIFIED INVESTORS" AS DEFINED IN
ARTICLE 2.1(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS
DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING
DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS
DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I)
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION)
ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS APPIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC
OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING
SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY
GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL
AMOUNT INVESTED ON DISPOSAL OF SHARES.
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 or the South African Reserve
Bank; 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, the Republic of
South Africa or any other jurisdiction in which such offer, sale,
resale or delivery would be unlawful.
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 (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 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 MiFID II); and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the 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 Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the offer.
For the avoidance of doubt, the 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 and determining
appropriate distribution channels.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or this Announcement of which it forms part should
seek appropriate advice before taking any action.
These terms and conditions apply to persons making an offer to
acquire Placing Shares. Each Placee hereby agrees with the Broker
and the Company to be bound by these terms and conditions as being
the terms and conditions upon which Placing Shares will be issued
or acquired. A Placee shall, without limitation, become so bound if
the Broker confirms to such Placee its allocation of Placing
Shares.
Upon being notified of its allocation of Placing Shares, a
Placee shall be contractually committed to acquire the number of
Placing Shares allocated to it at the Issue Price and, to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
In this Appendix, unless the context otherwise requires,
"Placee" means a Relevant Person (including individuals, funds or
others) who has been invited to participate in the Placing and on
whose behalf a commitment to subscribe for or acquire Placing
Shares has been given.
Details of the Placing and Open Offer Agreement and the Placing
Shares
The Broker and the Company have entered into a Placing and Open
Offer Agreement, under which the Broker has, on the terms and
subject to the conditions set out therein, undertaken to use its
reasonable endeavours to procure subscribers for the Placing Shares
at the Issue Price. It is expected that the Placing will raise
GBP12.0 million in gross proceeds. The Placing is not being
underwritten by the Broker or any other person.
The Placing will be effected in two tranches. The EIS/VCT
Placing Shares will be issued on EIS/VCT Admission on or around 22
October 2019. The General Placing Shares will be issued, together
with the Open Offer Shares, on General Admission on or around 23
October 2019.
The Placing Shares will, when issued, be subject to the articles
of association of the Company, will be credited as 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 (if any) declared, made or paid on or in respect of
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will trade on AIM under CALL with ISIN
GB00B4XS5145.
Application for admission to trading
Application will be made in due course to London Stock Exchange
for admission to trading of the Placing Shares on AIM. It is
expected that settlement of the EIS/VCT Placing Shares and EIS/VCT
Admission will become effective on or around 8.00a.m. on 22 October
2019, subject to shareholder approval being received. It is
expected that settlement of the General Placing Shares and the Open
Offer Shares and General Admission will become effective on
8.00a.m. on 23 October 2019. In any event, the latest date for
Admission (whether in respect of the EIS/VCT Admission and/or the
General Admission) is 5 November 2019 (the "Long Stop Date").
Placing
This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Placing. No commissions will
be paid to Placees or by Placees in respect of any Placing
Shares.
Participation in, and principal terms of, the Placing are as
follows:
1. The Broker is arranging the Placing as agent for, and broker of, the Company.
2. Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by
the Broker. The Broker is entitled to participate in the Placing as
principal.
3. Each Placee's allocation has been or will be confirmed to
Placees orally, or in writing (which can include email), by the
Broker and a trade confirmation or contract note has been or will
be dispatched as soon as possible thereafter. The Broker's oral or
written confirmation will give rise to an irrevocable, legally
binding commitment by that person (who at that point becomes a
Placee), in favour of the Broker and the Company, under which it
agrees to acquire by subscription the number of Placing Shares
allocated to it at the Issue Price and otherwise on the terms and
subject to the conditions set out in this Appendix and in
accordance with the Company's articles of association. Except with
the Broker's consent, such commitment will not be capable of
variation or revocation.
4. Each Placee's allocation will, unless otherwise agreed
between the Placee and the Broker, be evidenced by a trade
confirmation or contract note issued to each such Placee by the
Broker. The terms and conditions of this Announcement (including
the Appendix) will be deemed to be incorporated in that trade
confirmation, contract note or such other confirmation and will be
legally binding on the Placee on behalf of which it is made and
except with the Broker's consent will not be capable of variation
or revocation from the time at which it is issued.
5. Each Placee will have an immediate, separate, irrevocable and
binding obligation, owed to the Broker (as agent for the Company),
to pay to the Broker (or as the Broker may direct) in cleared funds
an amount equal to the produce of the Issue Price and the number of
Placing Shares such Placee has agreed to acquire and the Company
has agreed to allot and issue to that Placee.
6. Except as required by law or regulation, no press release or
other announcement will be made by the Broker or the Company using
the name of any Placee (or its agent), in its capacity as Placee
(or agent), other than with such Placee's prior written
consent.
7. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be acquired pursuant to the Placing will be required to
be made at the same time, on the basis explained below under
"Registration and Settlement".
8. All obligations of the Broker under the Placing will be
subject to fulfilment of the conditions referred to below
"Conditions of the Placing" and to the Placing not being terminated
on the basis referred to below under "Right to terminate under the
Placing and Open Offer Agreement".
9. By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
10. To the fullest extent permissible by law and the applicable
rules of the Financial Conduct Authority, neither the Broker nor
any of its Affiliates shall have any liability to Placees (or to
any other person whether acting on behalf of a Placee or otherwise
whether or not a recipient of these terms and conditions) in
respect of the Placing. Each Placee acknowledges and agrees that
the Company is responsible for the allotment of the Placing Shares
to the Placees and the Broker and its Affiliates shall have no
liability to the Placees for the failure of the Company to fulfil
those obligations. In particular, neither the Broker nor any of its
Affiliates shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of the
Broker's conduct of the Placing.
Conditions of the Placing
The Broker's obligations under the Placing and Open Offer
Agreement in respect of, amongst other things, the EIS/VCT Placing
are conditional on, inter alia:
1. the release of this Announcement to a Regulatory Information
Service by no later than 4:30 p.m. on 30 September 2019;
2. the General Meeting having taken place and the passing
thereat of the Resolutions without any amendment which has not been
approved by the Broker;
3. the EIS/VCT AIM Application will be delivered to the London
Stock Exchange not later than 9.00 a.m. on 17 October 2019 and all
other documents required to be submitted for the General AIM
Application will be delivered to the London Stock Exchange not
later than 9.00 a.m. on 18 October 2019;
4. the delivery by the Company to the Broker of certain
documents required under the Placing and Open Offer Agreement;
5. the Company having fully performed its obligations under the
Placing and Open Offer Agreement to the extent that such
obligations fall to be performed prior to EIS/VCT Admission;
6. none of the warranties given in the Placing and Open Offer
Agreement being, in the opinion of the Broker (acting in good
faith), untrue or inaccurate in any material respect or misleading
in any respect at any time between the date of the Placing and Open
Offer Agreement and EIS/VCT Admission and no fact or circumstance
having arisen which would render any of the warranties untrue or
inaccurate in any material respect or misleading in any respect if
it was repeated as at EIS/VCT Admission;
7. the issue and allotment of the EIS/VCT Placing Shares,
conditional only upon admission of such Ordinary Shares to trading
on AIM becoming effective in accordance with Rule 6 of the AIM
Rules, by 22 October 2019 or such later time as may be agreed
between the Company and the Broker, not being later than the Long
Stop Date;
8. admission of the EIS/VCT Placing Shares to trading on AIM
becoming effective in accordance with Rule 6 of the AIM Rules on or
before 22 October 2019; and
9. the Placing and Open Offer Agreement not having been terminated by the Broker.
The Broker's obligations under the Placing and Open Offer
Agreement in respect of the General Placing are conditional on,
inter alia:
1. EIS/VCT Admission having occurred in accordance with the
terms of the Placing and Open Offer Agreement;
2. the General AIM Application and all other documents required
to be submitted with the General AIM Application being delivered to
the London Stock Exchange;
3. the delivery by the Company to the Broker of certain
documents required under the Placing and Open Offer Agreement;
4. the Company having fully performed its obligations under the
Placing and Open Offer Agreement to the extent that such
obligations fall to be performed prior to General Admission;
5. none of the warranties given in the Placing and Open Offer
Agreement being, in the opinion of the Broker (acting in good
faith), untrue or inaccurate in any material respect or misleading
in any resect at any time between the date of the Placing and Open
Offer Agreement and General Admission and no fact or circumstance
having arisen which would render any of the warranties untrue or
inaccurate in any material respect or misleading in any respect if
it was repeated as at General Admission;
6. the issue and allotment of the General Placing Shares and
Open Offer Shares, conditional only upon admission of such Ordinary
Shares to trading on AIM becoming effective in accordance with Rule
6 of the AIM Rules, by 23 October 2019 or such later time as may be
agreed between the Company and the Broker, not being later than the
Long Stop Date;
7. admission of the General Placing Shares and Open Offer Shares
becoming effective in accordance with Rule 6 of the AIM Rules on or
before 23 October 2019; and
8. the Placing and Open Offer Agreement not having been terminated by the Broker.
If: (i) any of the conditions contained in the Placing and Open
Offer Agreement, including those described above, are not fulfilled
or (where applicable) waived by the Broker by the respective time
or date where specified (or such later time or date as the Broker
may notify to the Company); (ii) any of such conditions becomes
incapable of being fulfilled; or (iii) the Placing and Open Offer
Agreement is terminated in the circumstances specified below, the
Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof. Shareholders should note
that it is possible that EIS/VCT Admission occurs but General
Admission does not, should any condition of the Placing and Open
Offer Agreement be invalidated between EIS/VCT Admission and
General Admission.
The Broker may, at its discretion and upon such terms as it
thinks fit, waive, or extend the period for, compliance by the
Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing and Open
Offer Agreement save that the condition relating to each Admission
taking place by the Long Stop Date may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
Neither the Broker, the Company nor any of their respective
Affiliates shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the
Broker.
Right to terminate the Placing and Open Offer Agreement
The Broker is entitled to terminate the Placing and Open Offer
Agreement by giving notice to the Company in certain circumstances,
including, inter alia, if before either General Admission (in
respect of the General Placing) or EIS/VCT Admission (in respect of
the EIS/VCT Placing):
1. the Company is in breach of any provision of the Agreement,
or with the requirements of any laws or regulations (including the
Market Abuse Regulation and the AIM Rules) in relation to the
Placing;
2. the Broker becomes aware of any circumstance which results in
any of the warranties given in the Placing and Open Offer Agreement
being not true or inaccurate in any material respect or misleading
when given at the date of the Placing and Open Offer Agreement or
which results in or might in the opinion of the Broker (acting in
good faith) result in any of the warranties being not true or
inaccurate in any material respect or misleading when deemed
given;
3. the appointment of the Broker pursuant to the engagement
letter between the Broker and the Company dated 12 August 2019
and/or as nominated advisor to the Company is terminated for
whatever reason;
4. it should come to the notice of the Broker that any statement
contained in any of the Issue Documents (as defined in the Placing
and Open Offer Agreement) is untrue or inaccurate which the Broker
considers to be material or misleading or that matters have arisen
which would, if the Issue Documents were issued at that time,
constitute an omission therefrom which the Broker (acting in good
faith) considers to be material, and such matter may not, in the
opinion of the Broker be addressed by the publication of a further
document or the making of an announcement;
5. in the opinion of the Broker (acting in good faith) any
material adverse change in the financial or trading position or
prospects of the Company or any Group Company or the Group as a
whole has or will occur;
6. the General AIM Application or the EIS/VCT AIM Application
being refused by the London Stock Exchange;
7. a suspension of trading in securities generally on the London
Stock Exchange or trading is limited or minimum prices established
on such exchange; or
8. an event or other matter (including, without limitation, any
change or development in national or international economic,
financial, political, diplomatic, military or other market
conditions or any change in any government regulation) has occurred
or is likely to occur which, in the opinion of the Broker acting in
good faith, is (or will be if it occurs) likely materially and
prejudicially to affect the financial position or the business or
prospects of the Company or otherwise makes it impractical or
inadvisable for the Broker to perform its respective obligations
under the Placing and Open Offer Agreement; for these purposes
'market conditions' includes conditions affecting securities in the
business sector in which the Company operates and conditions
affecting securities generally.
If the Placing and Open Offer Agreement is terminated prior to
EIS/VCT Admission then neither the EIS/VCT Placing, the Open Offer
nor the General Placing will occur.
The rights and obligations of the Placees will not be subject to
termination by the Placees or any prospective Placees at any time
or in any circumstances. By participating in the Placing, Placees
agree that the exercise by the Broker of any right of termination
or other discretion under the Placing and Open Offer Agreement
shall be within the absolute discretion of the Broker and that the
Broker need not make any reference to Placees in this regard and
that neither the Broker nor any of its respective Affiliates shall
have any liability to Placees whatsoever in connection with any
such exercise or failure so to exercise.
No Admission Document or Prospectus
The Placing Shares are being offered to a limited number of
specifically invited persons only and have not been nor will be
offered in such a way as to require the publication of an admission
document or prospectus in the United Kingdom or any equivalent
document in any other jurisdiction. No offering document, admission
document or prospectus has been or will be submitted to be approved
by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this
Appendix) and the business and financial information that the
Company is required to publish in accordance with the AIM Rules
(the "Exchange Information"). Each Placee, by accepting a
participation in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information (other than the Exchange and/or Publicly Available
Information), representation, warranty, or statement made by or on
behalf of the Company or the Broker or any other person and neither
the Broker, the Company nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received and, if given or made, such
information, representation, warranty or statement must not be
relied upon as having been authorised by the Broker, the Company or
their respective officers, directors, employees or agents. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Neither the
Company nor the Broker are making any undertaking or warranty to
any Placee regarding the legality of an investment in the Placing
Shares by such Placee under any legal, investment or similar laws
or regulations. Each Placee should not consider any information in
this Announcement to be legal, tax or business advice. Each Placee
should consult its own solicitor, tax adviser and financial adviser
for independent legal, tax and financial advice regarding an
investment in the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares will, unless
otherwise agreed, take place on a delivery versus payment basis
within CREST. Each Placee will be deemed to agree that it will do
all things necessary to ensure that delivery and payment is
completed as directed by the Broker in accordance with the standing
CREST settlement instructions which they have in place with the
Broker.
Settlement of transactions in the Placing Shares
(ISIN:GB00B4XS5145) following each Admission will take place within
the system administered by Euroclear UK & Ireland Limited
("CREST") provided that, subject to certain exceptions, the Broker
reserves the right to require settlement for, and delivery of, the
Placing Shares (or a portion thereof) to Placees by such other
means that it deems necessary if delivery or settlement is not
possible or practicable within CREST within the timetable set out
in this Announcement or would not be consistent with the regulatory
requirements in any Placee's jurisdiction.
It is expected that settlement of the EIS/VCT Placing Shares
will be on 22 October 2019 unless otherwise notified by the Broker
and EIS/VCT Admission is expected to occur by 22 October 2019 or
such later time as may be agreed between the Company and the
Broker, not being later than the Long Stop. It is expected that
settlement of the General Placing Shares, together with the Open
Offer Shares, will be on 23 October 2019 unless otherwise notified
by the Broker and General Admission is expected to occur by 23
October 2019 or such later time as may be agreed between the
Company and the Broker, not being later than the Long Stop
Date.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of 2 percentage points above the prevailing LIBOR
as determined by the Broker.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Broker may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Broker's account and benefit (as agent
for the Company), an amount equal to the aggregate amount owed by
the Placee plus any interest due. The relevant Placee will,
however, remain liable and shall indemnify the Broker on demand for
any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax or
securities transfer tax (together with any interest or penalties)
which may arise upon the sale of such Placing Shares on such
Placee's behalf. By communicating a bid for Placing Shares, each
Placee confers on the Broker such authorities and powers necessary
to carry out any such sale and agrees to ratify and confirm all
actions which the Broker lawfully takes in pursuance of such sale.
Legal and/or beneficial title in and to any Placing Shares shall
not pass to the relevant Placee until it has fully complied with
its obligations hereunder.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that any form of
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax
or securities transfer tax. Neither the Broker nor the Company will
be liable in any circumstances for the payment of stamp duty, stamp
duty reserve tax or securities transfer tax in connection with any
of the Placing Shares. Placees will not be entitled to receive any
fee or commission in connection with the Placing.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) makes the following
representations, warranties, acknowledgements, agreements and
undertakings (as the case may be) to the Broker (for itself and on
behalf of the Company):
1. that it has read and understood this Announcement, including
the Appendix, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this
Announcement;
2. that its obligations are irrevocable and legally binding and
shall not be capable of rescission or termination by it in any
circumstances;
3. that the exercise by the Broker of any right or discretion
under the Placing and Open Offer Agreement shall be within the
absolute discretion of the Broker and the Broker need not have any
reference to it and shall have no liability to it whatsoever in
connection with any decision to exercise or not to exercise any
such right and each Placee agrees that it has no rights against the
Broker or the Company, or any of their respective officers,
directors or employees, under the Placing and Open Offer Agreement
pursuant to the Contracts (Rights of Third Parties Act) 1999;
4. that these terms and conditions represent the whole and only
agreement between it, the Broker and the Company in relation to its
participation in the Placing and supersedes any previous agreement
between any of such parties in relation to such participation.
Accordingly, each Placee, in accepting its participation in the
Placing, is not relying on any information or representation or
warranty in relation to the Company or any of its subsidiaries or
any of the Placing Shares other than as contained in this
Announcement, the Exchange Information and the Publicly Available
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares. Each
Placee agrees that neither the Company, the Broker nor any of their
respective officers, directors or employees will have any liability
for any such other information, representation or warranty, express
or implied;
5. that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of the Broker has been
given to the offer or resale; or (ii) where Placing Shares have
been acquired by it on behalf of persons in any member state of the
EEA other than Qualified Investors, the offer of those Placing
Shares to it is not treated under the Prospectus Directive as
having been made to such persons;
6. that neither it nor, as the case may be, its clients expect
the Broker to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and
"suitability" imposed by the FCA's Conduct of Business Source Book,
and that the Broker is not acting for it or its clients, and that
the Broker will not be responsible for providing the protections
afforded to customers of the Broker or for providing advice in
respect of the transactions described herein;
7. that it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the
Placing and neither the Broker or the Company nor any of their
respective Affiliates, agents, directors, officers or employees or
any person acting on behalf of any of them has provided, and will
not provide, it with any material regarding the Placing Shares or
the Company or any other person other than the information in this
Announcement or the Publicly Available Information; nor has it
requested the Broker, the Company or any of their respective
Affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them to provide it with any such
information;
8. that the only information on which it is entitled to rely on
and on which it has relied in committing to subscribe for the
Placing Shares is contained in this Announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares and it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement, the Circular and the Publicly Available
Information;
9. that neither the Broker or the Company nor any of their
respective Affiliates, agents, directors, officers or employees has
made any representation or warranty to it, express or implied, with
respect to the Company, the Placing or the Placing Shares or the
accuracy, completeness or adequacy of this Announcement or the
Publicly Available Information;
10. that it and the person(s), if any, for whose account or
benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed
selling efforts" as defined in Regulation S;
11. that, unless specifically agreed with the Broker, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;
12. that it is not a national or resident of Canada, Australia,
South Africa or Japan or a corporation, partnership or other entity
organised under the laws of Canada, Australia, the Republic of
South Africa or Japan and that it will not offer, sell, renounce,
transfer or deliver, directly or indirectly, any of the Placing
Shares in Canada, Australia, the Republic of South Africa or Japan
or to or for the benefit of any person resident in Canada,
Australia, the Republic of South Africa or Japan and each Placee
acknowledges that the relevant exemptions are not being obtained
from the Securities Commission of any province of Canada, that no
document has been or will be lodged with, filed with or registered
by the Australian Securities and Investments Commission or Japanese
Ministry of Finance and that the Placing Shares are not being
offered for sale and may not be, directly or indirectly, offered,
sold, transferred or delivered in or into Canada, Australia, the
Republic South Africa or Japan;
13. that it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Placing Shares and it is
not acting on a non-discretionary basis for any such person;
14. that it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted, and will not,
directly or indirectly, distribute, forward, transfer or otherwise
transmit, any presentation or offering materials concerning the
Placing or the Placing Shares to any persons within the United
States;
15. that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to
it and that it has fully observed such laws and obtained all
governmental and other consents which may be required thereunder or
otherwise and complied with all necessary formalities and that it
has not taken any action which will or may result in the Company or
the Broker or any of their respective directors, officers,
employees or agents acting in breach of any regulatory or legal
requirements of any territory in connection with the Placing or its
acceptance;
16. that it has obtained all necessary consents and authorities
to enable it to give its commitment to subscribe for and/or
purchase the Placing Shares and to perform its subscription and/or
purchase obligations;
17. that where it is acquiring Placing Shares for one or more
managed accounts, it is authorised in writing by each managed
account: (a) to acquire the Placing Shares for each managed
account; (b) to make on its behalf the representations, warranties,
acknowledgements, undertakings and agreements in this Appendix and
this Announcement of which it forms part; and (c) to receive on its
behalf any investment letter relating to the Placing in the form
provided to it by the Broker;
18. that it is either: (a) a person of a kind described in
paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment
professionals) of the Order; or (b) a person of a kind described in
paragraph 2 of Article 49 (high net worth companies, unincorporated
associations, partnerships or trusts or their respective directors,
officers or employees) of the Order; or (c) a person to whom it is
otherwise lawful for this Announcement to be communicated and in
the case of (a) and (b) undertakes that it will acquire, hold,
manage or dispose of any Placing Shares that are allocated to it
for the purposes of its business;
19. that, unless otherwise agreed by the Broker, it is a
qualified investor (as defined in section 86(7) of the Financial
Services and Markets Act 2000, as amended ("FSMA"));
20. that, unless otherwise agreed by the Broker, it is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
and it is purchasing Placing Shares for investment only and not
with a view to resale or distribution;
21. it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the Placing Shares in circumstances
in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
22. that any money held in an account with the Broker (or its
nominee) on its behalf and/or any person acting on its behalf will
not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the
money will not be subject to the protections conferred by the FCA's
client money rules. As a consequence, this money will not be
segregated from the Broker's (or its nominee) money in accordance
with such client money rules and will be used by the Broker in the
course of its own business and each Placee will rank only as a
general creditor of the Broker;
23. that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and
Transparency Rules published by the FCA;
24. that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70
respectively or subsections (2) and (3) of section 93 or subsection
(1) of section 96 of the Finance Act 1986;
25. that it will not deal or cause or permit any other person to
deal in all or any of the Placing Shares which it is subscribing
for and/or purchasing under the Placing unless and until Admission
becomes effective;
26. that it appoints irrevocably any director of the Broker as
its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary
to enable it to be registered as the holder of the Placing
Shares;
27. that, as far as it is aware it is not acting in concert
(within the meaning given in The City Code on Takeovers and
Mergers) with any other person in relation to the Company;
28. that this Announcement does not constitute a securities
recommendation or financial product advice and that neither the
Broker nor the Company has considered its particular objectives,
financial situation and needs;
29. that it has sufficient knowledge, sophistication and
experience in financial, business and investment matters as is
required to evaluate the merits and risks of subscribing for or
purchasing the Placing Shares and is aware that it may be required
to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Placing;
30. that it will indemnify and hold the Company and the Broker
and their respective Affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the Company
and the Broker will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein
and, if any of the foregoing is or becomes no longer true or
accurate, the Placee shall promptly notify the Broker and the
Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee, pursuant to this Announcement
(including this Appendix) are given to the Broker for itself and on
behalf of the Company and will survive completion of the Placing
and Admission;
31. that time shall be of the essence as regards obligations pursuant to this Appendix;
32. that it is responsible for obtaining any legal, financial,
tax and other advice that it deems necessary for the execution,
delivery and performance of its obligations in accepting the terms
and conditions of the Placing, and that it is not relying on the
Company or the Broker to provide any legal, financial, tax or other
advice to it;
33. that all dates and times in this Announcement (including
this Appendix) may be subject to amendment and that the Broker
shall notify it of such amendments;
34. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and the Market Abuse
Regulation, (ii) in connection with money laundering and terrorist
financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as
amended),the Terrorism Act 2006 and the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017 and (iii) it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
of 1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations (together, the "Regulations"); and,
if making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, if
making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and has
obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase,
and it will provide promptly to the Broker such evidence, if any,
as to the identity or location or legal status of any person which
the Broker may request from it in connection with the Placing (for
the purpose of complying with such Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
the Broker on the basis that any failure by it to do so may result
in the number of Placing Shares that are to be subscribed for
and/or purchased by it or at its direction pursuant to the Placing
being reduced to such number, or to nil, as the Broker may decide
in its absolute discretion;
35. that it will not make any offer to the public of those
Placing Shares to be subscribed for and/or purchased by it for the
purposes of the Prospectus Rules made by the FCA pursuant to
Commission Regulation (EC) No. 809/2004;
36. that it will not distribute any document relating to the
Placing Shares and it will be acquiring the Placing Shares for its
own account as principal or for a discretionary account or accounts
(as to which it has the authority to make the statements set out
herein) for investment purposes only and it does not have any
contract, understanding or arrangement with any person to sell,
pledge, transfer or grant a participation therein to such person or
any third person with respect of any Placing Shares; save that that
if it is a private client stockbroker or fund manager it confirms
that in purchasing the Placing Shares it is acting under the terms
of one or more discretionary mandates granted to it by private
clients and it is not acting on an execution only basis or under
specific instructions to purchase the Placing Shares for the
account of any third party;
37. that it acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions shall be governed by and construed in accordance with
the laws of England and Wales and it submits (on behalf of itself
and on behalf of any person on whose behalf it is acting) to the
exclusive jurisdiction of the English courts as regards any claim,
dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make
payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or the Broker in
any jurisdiction in which the relevant Placee is incorporated or in
which its assets are located or any of its securities have a
quotation on a recognised stock exchange;
38. that any documents sent to Placees will be sent at the
Placees' risk. They may be sent by post to such Placees at an
address notified to the Broker;
39. that the Broker owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing and Open Offer Agreement;
40. that the Broker or any of its respective Affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares;
41. that no prospectus or offering document has been or will be
prepared in connection with the Placing and it has not received and
will not receive a prospectus or other offering document in
connection with the Placing or the Placing Shares; and
42. that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of
this Announcement, it has not: (i) dealt in the securities of the
Company; (ii) encouraged, required, recommended or induced another
person to deal in the securities of the Company; or (iii) disclosed
such information to any person, prior to such information being
made publicly available.
The Company, the Broker and their respective Affiliates will
rely upon the truth and accuracy of each of the foregoing
representations, warranties, acknowledgements and undertakings
which are given to the Broker for itself and on behalf of the
Company and are irrevocable.
The provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by the
Broker.
The agreement to settle a Placee's subscription and/or purchase
(and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement assumes that the Placing Shares are not
being subscribed for in connection with arrangements to issue
depositary receipts or to transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable, for
which neither the Company or the Broker will be responsible, and
the Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or
nominee) the allocation, allotment, issue or delivery of Placing
Shares has given rise to such UK stamp duty or stamp duty reserve
tax undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Broker in the event that any of the
Company and/or the Broker have incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify the Broker
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription or purchase by
them of any Placing Shares or the agreement by them to subscribe
for or purchase any Placing Shares.
This Announcement has been issued by, and is the sole
responsibility, of the Company. 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
Broker 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 therefore is expressly disclaimed.
DEFINITIONS
The following definitions apply throughout this Announcement
unless the context otherwise requires:
"Admission" together, General Admission and
EIS/VCT Admission
"Affiliates" any person that directly, or indirectly
through one or more intermediaries,
controls or is controlled by,
or is under common control with,
the person specified
"AIM" the market of that name operated
by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies as
published by the London Stock
Exchange from time to time
"Announcement" means this announcement (including
the Appendix to this announcement)
"Application Form" the application form relating
to the Open Offer which will accompany
the Circular
"Basic Entitlements" the number of Open Offer Shares
which Qualifying Shareholders
are entitled to subscribe for
at the Issue Price pro rata to
their holding of existing Ordinary
Shares held at the Record Date
pursuant to the Open Offer a described
in Part III of the Circular
"Bookrunner" or "Broker" or "Canaccord Canaccord Genuity Limited
Genuity"
"Circular" the circular to be published by
the Company on or around 3 October
2019
"Company" or "CloudCall" CloudCall Group plc
"CREST" the relevant system (as defined
in the Uncertificated Securities
Regulations 2001) for the paperless
settlement of trades and the holding
of uncertificated securities operated
by Euroclear UK & Ireland Limited
"Directors" or "Board" the directors of the Company
"EEA" the European Economic Area
"EIS" Enterprise Investment Scheme under
the provisions of Part 5 of the
UK Income Tax Act 2007 (as amended)
"EIS/VCT Admission" admission of the EIS/VCT Placing
Shares to trading on AIM becoming
effective in accordance with the
AIM Rules
"EIS/VCT AIM Application" the application to the London
Stock Exchange for EIS/VCT Admission
as required by Rule 29 of the
AIM Rules
"EIS/VCT Placing" the conditional placing of the
EIS/VCT Placing Shares by Canaccord
Genuity, as agent on behalf of
the Company, pursuant to the Placing
and Open Offer Agreement
"EIS/VCT Placing Shares" such number of Placing Shares
as are to be allotted and issued
to certain persons seeking to
invest in "eligible shares" for
the purposes of the applicable
legislation in relation to EIS
or VCT
"Excess Application Facility" the arrangement provided to Qualifying
Shareholders, which may apply
for additional Open Offer Shares
in excess of their Basic Entitlements
in accordance with the terms and
conditions of the Open Offer to
be set out in the Circular
"FCA" the Financial Conduct Authority
in its capacity as the competent
authority for the purposes of
Part VI of FSMA
"FSMA" the Financial Services and Markets
Act of 2000 (as amended)
"Fundraising" together, the Placing and the
Open Offer
"General Admission" admission of the General Placing
Shares to trading on AIM becoming
effective in accordance with the
AIM Rules
"General AIM Application" the application to the London
Stock Exchange for General Admission
as required by Rule 29 of the
AIM Rules
"General Meeting" the general meeting to be convened
by the notice of the General Meeting
to be set out in the Circular
for the date and time referred
to in this Announcement or any
adjournment thereof
"General Placing" the conditional placing of the
General Placing Shares by Canaccord
Genuity, as agent on behalf of
the Company, pursuant to the Placing
and Open Offer Agreement
"General Placing Shares" the new Ordinary Shares to be
issued by the Company pursuant
to the Placing which are not the
EIS/VCT Placing Shares
"Group" the Company and its subsidiary
undertakings from time to time
and "Group Company" shall be construed
accordingly
"HMRC" HM Revenue & Customs in the UK
"Issue Documents" the Circular, this Announcement,
the form of proxy to accompany
the Circular and to be used for
the appointment of proxies by
Shareholders at the General Meeting,
the General AIM Application, the
EIS/VCT AIM Application and any
other document published or issued
by or on behalf of the Company
for purposes of the Fundraising
"Issue Price" 100 pence per New Ordinary Share
"London Stock Exchange" London Stock Exchange plc
"Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU)
(incorporating the technical standards,
delegated regulations and guidance
notes, published by the European
Commission, London Stock Exchange,
the FCA and the European Securities
and Markets Authority)
"New Ordinary Shares" together, the Placing Shares and
the Open Offer Shares
"Nomad" Canaccord Genuity Limited
"Open Offer" the conditional invitation to
be made by the Company to Qualifying
Shareholders to subscribe for
Open Offer Shares at the Issue
Price, in accordance with the
terms to be set out in the Circular
and/or the Application Form
"Open Offer Shares" up to 500,000 new Ordinary Shares
to be issued pursuant to the Open
Offer
"Ordinary Shares" the ordinary shares of 20 pence
each in the capital of the Company
"Placees" subscribers for Placing Shares
pursuant to the Placing
"Placing" the placing of the Placing Shares
at the Issue Price by Canaccord
Genuity as agent for and on behalf
of the Company pursuant to the
terms of the Placing and Open
Offer Agreement
"Placing and Open Offer Agreement" the agreement dated 30 September
2019 between (i) the Company;
and (ii) Canaccord Genuity relating
to the Placing, further details
of which are set out in this Announcement
"Placing Shares" the General Placing Shares and
the EIS/VCT Placing Shares
"Prospectus Directive" EU Directive 2003/71/EC
"Publicly Available Information" any information announced through
a Regulatory Information Service
by or on behalf of the Company
on or prior to the date of this
Announcement
"Qualifying Shareholders" Shareholders whose names appear
on the register of members of
the Company on the Record Date
as holders of existing Ordinary
Shares and who are eligible to
be offered Open Offer Shares under
the Open Offer in accordance with
the terms and conditions to be
set out in the Circular;
"Record Date" 5.00 p.m. on 30 September 2019
"Regulation S" Regulation S under the Securities
Act
"Regulatory Information Service" any of the services set out on
the list maintained by the London
Stock Exchange as set out in the
AIM Rules
"Resolutions" the resolutions to be put to Shareholders
at the General Meeting to be convened
by the notice of General Meeting
in the Circular
"Securities Act" the US Securities Act of 1933,
as amended
"Shareholders" the shareholders of the Company
from time to time
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"United States" or "US" the United States of America,
its territories and possessions,
any state of the United States
of America and the District of
Columbia
"VCT" a Venture Capital Trust under
Part 6 of the Income Tax Act 2007
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOESDUSISFUSESU
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September 30, 2019 02:03 ET (06:03 GMT)
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