TIDMCALL
RNS Number : 7652Q
Cloudcall Group PLC
01 March 2021
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 ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION WITHDRAWL ACT 2018 ("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 NOTICES AT THE OF THIS
ANNOUNCEMENT.
1 March 2021
CloudCall Group plc
("CloudCall", the "Company" or the "Group")
Proposed Conditional Placing, PrimaryBid Offer
and Updated Debt Facility
CloudCall (AIM: CALL; OTCQX: CLLLF), the integrated
communications company that provides unified communications and
contact centre software that tightly integrates with Customer
Relationship Management ("CRM") platforms, today announces its
intention to conduct a conditional placing of new ordinary shares
of 20 pence each in the Company (the "Placing Shares") to
institutional investors (the "Placing"). The Company intends to
raise a minimum of approximately GBP6.0 million, before expenses,
through the Placing at a fixed price of 81.5 pence per Placing
Share (the "Issue Price").
The Placing will be conducted through an accelerated bookbuild
(the "Bookbuild") which will be launched immediately following the
publication of this Announcement. The Placing is subject to the
terms and conditions set out in the Appendix to this announcement
(which forms part of this announcement, such announcement and its
Appendix together being this "Announcement").
In addition to the Placing, the Company intends to raise up to
approximately GBP1.0 million by way of an offer made by the Company
on the PrimaryBid platform of up to 1,226,993 new Ordinary Shares
(the "PrimaryBid Shares") at the Issue Price (the "PrimaryBid
Offer"), to provide retail investors with an opportunity to
participate in the fundraise. A separate announcement will be made
shortly regarding the PrimaryBid Offer and its terms. The Placing
is not conditional upon the PrimaryBid Offer. The PrimaryBid Offer
will close on completion of the Bookbuild process.
The Company also intends to amend its existing articles of
association and adopt new articles of association incorporating new
provisions to allow general meetings to be held virtually or in
hybrid form.
Key Highlights:
l Proposed Placing to raise a minimum of approximately GBP6.0
million (before expenses) through the issue of no less than
7,361,963 Placing Shares.
l The Placing Shares are to be placed at a price of 81.5 pence
per Placing Share.
l The Issue Price is being made at the closing mid-market share
price of the Company's ordinary shares on 1 March 2021, being the
last practicable date prior to the publication of this
Announcement.
l The Directors believe that gross Placing proceeds of up to
GBP4.5 million are expected to be EIS/VCT qualifying ("EIS/VCT
Placing Shares"). Furthermore, the Company has applied for, and
received, EIS advance assurance from HM Revenue & Customs.
l The net proceeds from the Fundraising will be used for general
working capital purposes and to strengthen the Company's balance
sheet.
l The Company is also pleased to announce it has received credit
committee approval from its existing lender, Shawbrook Bank
Limited, in relation to updating its existing GBP2.1 million drawn
term loan debt facility with a new GBP5.0 million term debt
facility (the "Updated Debt Facility"). The Updated Debt Facility
remains subject to raising not less than GBP5.0 million in net
proceeds in the Fundraising, and the Company is in the advanced
stages of the legal process with Shawbrook which it expects to
complete not later than 24 March 2021.
l The Directors believe the combination of the net Placing
proceeds and the Updated Debt Facility will provide the Group with
sufficient funds to deliver its near-term growth plan. Furthermore,
the Directors have sought to minimise the dilutive effects to
investors from the Placing and PrimaryBid Offer by agreeing the
Updated Debt Facility and raising only what they need to progress
their near term growth plan.
l The Directors remain confident of the future prospects for the
Company and are encouraged by recent developments in the Company's
underlying business. As a result, and as announced on 21 January
2021, the Directors expect to achieve the top end of the published
revenue guidance for the 12 months ended 31 December 2020, with
revenue of GBP11.8 million expected for the period.
l Additionally, the Directors are now confident in providing new
guidance for the 2021 financial year (for the twelve months to 31
December 2021) and now expect to achieve revenues of GBP14.0
million, representing an approximate 18 per cent. increase on 2020
revenues. The Company is also providing guidance for 2021 operating
expenditure, which is expected to be approximately GBP16.9 million
compared to 2020 which is expected to be approximately GBP13.9
million (including one-time COVID-19 related savings). More details
are included in section 3 below.
l Canaccord Genuity Limited ("Canaccord Genuity") is acting as
Nominated Adviser, Sole Broker and Bookrunner in relation to the
Placing.
l The Placing and PrimaryBid Offer are conditional upon the
approval by the Company's shareholders of the Resolutions at the
general meeting of the Company's shareholders to be held as a
virtual closed meeting with the minimum number of Shareholders
legally required to be present at 11:00 a.m. on 25 March 2021 (the
"General Meeting").
Simon Cleaver, CEO of CloudCall, commented:
"2020 was a 'year in two halves' for the Group. The COVID-19
initial 'shock wave' slowed sales and caused customers to reduce
spend, with our monthly recurring revenues (MRR) dropping by 7.5%
from January to June 2021. The 'V' shaped recovery we witnessed
meant that in the second half of the year, growth returned as
customers saw our relevance for distributed workforces and MRR grew
12.2% from July to December 2021. Over the year, the Group grew
revenues by 4% to GBP11.8 million, achieving the top end of the
Group's revised guidance.
Growth has now returned, and I believe we will increase revenues
by at least 18% this financial year. However, COVID-19's impact on
last year's growth and the accumulating effect on recurring
revenues means we are now seeking to raise capital to deliver on
our ambitious near-term growth plans. Longer term, we continue to
focus on achieving monthly EBITDA breakeven by mid-2023 and GBP50
million revenue run rate in 2026."
Details of the Fundraising:
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 (which forms part of
this announcement, such announcement and the "Appendix" together
being this "Announcement").
Canaccord Genuity is acting as Nominated Adviser, Sole Broker
and Bookrunner in relation to the conditional Placing and will
commence a bookbuild in respect of the Placing immediately
following the publication of this Announcement (the "Bookbuild").
The allocation of the Placing Shares shall be at the full
discretion of Canaccord Genuity following prior reasonable
consultation and discussion with the Company. The Placing is not
underwritten.
The Fundraising is conditional upon, amongst other things, the
passing of certain resolutions (the "Resolutions") at a general
meeting of the Company's shareholders which is being convened and
held virtually on 25 March 2021 at 11.00 a.m. (the "General
Meeting"). In view of current guidance issued by the UK government
restricting social gatherings, which would prohibit Shareholders
attending the General Meeting, the Company requests that
shareholders vote on the Resolutions by appointing the Chairman of
the General Meeting as a proxy and giving voting instructions in
advance, either using the Form of Proxy via post or through CREST.
For the same reasons, the Company, with regret, requests that
Shareholders do not attend the General Meeting in person
irrespective of whether the restrictions on social gatherings
remain in place.
A circular, containing further details of the Fundraising and
convening the General Meeting in order to pass the Resolutions (the
"Circular") and a Form of Proxy are expected to be despatched to
Shareholders on or around 2 March 2021 and the Circular will
thereafter be available on the Company's website at
https://www.cloudcall.com/investor-zone/ .
The issue of the New Ordinary Shares is conditional, inter alia,
on the passing by Shareholders of the Resolutions at the General
Meeting.
Applications will be made in due course to the London Stock
Exchange for the New Ordinary Shares to be admitted to trading on
AIM. Admission of the EIS/VCT Placing Shares is expected to become
effective and dealings in such shares are expected to commence at
8.00 a.m. on 26 March 2021. Admission of the General Placing Shares
and PrimaryBid Shares is expected to become effective and dealings
in such shares are expected to commence at 8.00 a.m. on 29 March
2021.
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 contains the detailed terms and conditions of the
Placing. Persons who have chosen to participate in the Placing, by
making an oral, electronic or written offer to acquire Placing
Shares, will be deemed to have read and understood this
Announcement in its entirety (including the Appendix) and to be
making such offer on the terms and subject to the conditions
herein, and to be providing the representations, warranties,
agreements, acknowledgements and undertakings contained in the
Appendix.
The person responsible for arranging the release of this
announcement on behalf of the Company is Simon Cleaver, Chief
Executive Officer, of the Company.
For further information please visit https://www.cloudcall.com/ or contact:
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
Thomas Diehl
About CloudCall Group Plc:
CloudCall is a software and integrated 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 and improve
performance.
The CloudCall suite of software products allows companies to
fully integrate telephony, messaging and contact centre
capabilities into their existing customer relationship management
(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 2020, the Company had approximately 160 staff
based in Leicester (UK), Boston (US). Sydney (AUS) and Minsk (BY)
with over 48,000 end-users relying on CloudCall technology to power
their CRM integrated communications.
---------------
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing and PrimaryBid 1 March 2021
Offer
Expected posting of Circular and Forms of 2 March 2021
Proxy
Latest time and date for receipt of Forms 11.00 a.m. on 23 March
of Proxy and CREST proxy instructions 2021
General Meeting 11.00 a.m. on 25 March
2021
Results of the General Meeting announced 25 March 2021
through a RIS
Expected date for EIS/VCT Admission and 8.00 a.m. on 26 March
commencement of dealings of the EIS/VCT 2021
Placing Shares
Expected date for EIS/VCT Placing Shares 26 March 2021
to be credited to CREST stock accounts
Expected date for General Admission and 8.00 a.m. on 29 March
commencement of dealings of the General 2021
Placing Shares and PrimaryBid Shares
Expected date for General Placing Shares 29 March 2021
and PrimaryBid Shares to be credited to
CREST stock accounts
Expected date for despatch of definitive within 10 business days
share certificates for EIS/VCT Placing Shares following allotment
Expected date for despatch of definitive within 10 business days
share certificates for General Placing Shares following allotment
and PrimaryBid Shares
Long Stop Date 8.00 a.m. on 12 April
2021
Notes:
(i) References to times in this Announcement are to London time (unless otherwise stated).
(ii) Certain of the events in the above timetable are
conditional upon, amongst other things, the approval of the
Resolutions to be proposed at the General Meeting.
(iii) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement to
an RIS.
1. Background to and reasons for the Placing
In September and October 2019, the Company announced it had
raised gross proceeds of GBP12.1 million via a placing and open
offer to fund future growth, with the Directors outlining an
investment programme that included investing into customer led
growth initiatives, product enhancements and other expansion
opportunities. As a consequence of this focus on revenue growth,
the Group also set itself the target of achieving a GBP50 million
revenue run rate by 2025, with monthly EBITDA breakeven expected to
be achieved in mid-2022.
In early 2020, the year commenced well, with positive net user
growth and other attractive SaaS metrics being achieved. However,
in mid-March 2020, the UK government implemented a stringent
national lockdown as a result of the rising effects from the global
COVID-19 pandemic. This compulsory national lockdown forced many
businesses across the UK to temporarily shut or move to a
working-from-home environment.
With the significant macroeconomic uncertainty created by the
COVID-19 pandemic, CloudCall experienced a material decline in net
user growth, in addition to rising user churn rates. This was due
in part to approximately 66 per cent. of CloudCall's customer base
being in the recruitment sector, which can often be one of the
first industries that is negatively impacted during economic
uncertainty. At that time the Directors put in place a cost
management programme, including but not limited to: reducing
marketing and travel budget, employee salaries, as well as a number
of other cost cutting initiatives.
As the longevity of the lockdown restrictions became more
apparent into Q2 2020, many of the Group's customers sought to
utilise CloudCall's products and services to fulfil the new
working-from-home need. As a result, the Group experienced a
'v-shaped' recovery in net user growth from June 2020. The recovery
trend continued throughout the second half of 2020, with many of
the Group's key performance indicators back near or surpassing the
pre-COVID-19 levels by the end of 2020.
Whilst the Group was able to achieve 2020 revenues of GBP11.8
million, being the top end of its revised stated guidance, the
Directors estimate the impact from COVID-19 has likely delayed the
Group's growth plans by approximately one year. Because of this,
monthly EBITDA breakeven is now expected to be achieved by mid-2023
and GBP50 million run rate revenues by 2026.
2. Use of proceeds
Given the impact from COVID-19 has on 2020 performance as well
as the compounding impact from the lost revenue in future years and
the extended time to achieve monthly EBITDA breakeven, the Group's
growth plans now require additional funding.
The Company will use the net proceeds from the Placing and the
PrimaryBid Offer for general working capital purposes and to
strength its balance sheet, which together with the updated debt
facility (more detail is outlined in paragraph 5 below) would
provide the Group with sufficient funds to deliver its near term
growth plan.
The Directors have sought to minimise the dilutive effects to
investors from the Placing and PrimaryBid Offer by increasing the
Company's debt facility and raising only what they need to progress
their near term growth plan.
Whilst 2020 has been a challenging year for many businesses,
including CloudCall, the Directors remain confident about the
future growth prospects for the Group. Furthermore, as the COVID-19
pandemic has accelerated the general approval and application of
remote and agile working, the Directors believe the group's product
and service offering remains a highly compelling and relevant
proposition for customers.
3. Current Trading and Prospects
On 21 January 2021, the Company announced a trading update for
the twelve months ended 31 December 2020, in which it announced it
had achieved 2020 revenues of GBP11.8 million, being the top end of
its revised stated guidance, with many of the Company's key
operational and financial performance indicators back near or
surpassing pre the COVID-19 levels. A summary of several of the
Company's key operational performance indicators is set out in the
table below.
H2 2019 H1 2020 H2 2020 H2 2020 Back above
vs H1 pre-COVID-19
2020 levels
Leads generated 634 893 1,398 Up 57%
-------- -------- -------- -------- --------------
Demos completed (1) 203 263 361 Up 37%
-------- -------- -------- -------- --------------
New customers signed 147 181 279 Up 54%
-------- -------- -------- -------- --------------
New users added 3,303 2,423 4,135 Up 71%
-------- -------- -------- -------- --------------
New business sales 1,456 1,030 1,611 Up 56%
-------- -------- -------- -------- --------------
Y1 Value / sales
rep / month (GBPk) 17.7 15.4 22.2 Up 44%
-------- -------- -------- -------- --------------
In addition to the Placing and PrimaryBid Offer, CloudCall also
announced on 1 March 2021 that it has received credit committee
approval from its existing lender, Shawbrook Bank Limited, in
relation to updating its existing GBP2.1 million drawn term loan
debt facility with a new GBP5.0 million term debt facility. This
increased debt facility remains subject to raising not less than
GBP5.0 million in net proceeds in the Fundraising, and the Company
is in the advanced stages of the legal process with Shawbrook,
which it expects to complete not later than 24 March 2021.
Given the conditional net Placing and PrimaryBid Offer proceeds
and the proposed new debt facility, the Board is now in a position
to provide new guidance for the 2021 financial year (for the twelve
months to 31 December 2021) and now expects to achieve revenues of
GBP14.0 million, representing an 18 per cent. increase on 2020
revenues. In addition, the Company has provided guidance for 2021
operating expenditure which is expected to be approximately GBP16.9
million compared to 2020 which was GBP13.9 million (including
one-time COVID-19 related savings). This increase in 2021 operating
expenditure is expected to be driven in part by a GBP1.3 million
reversal in the one-time COVID-19 savings as well as continued
investment of GBP1.7 million across sales and marketing, investment
into the Australian office, research and development and general
growth.
The net cash impact expected at the end of 2021 compared to the
previous expectations is GBP4.8 million.
4. The Fundraising
Details of the Placing and PrimaryBid Offer
The Company is seeking to conditionally raise a minimum of
approximately GBP6 million before expenses by the conditional
Placing and up to approximately GBP1 million before expenses by the
PrimaryBid Offer at the Issue Price.
The issue of the Placing Shares and PrimaryBid Shares is
conditional, inter alia, upon Shareholders voting in favour of the
Resolutions at the General Meeting which is expected to be held on
25 March 2021.
As part of the Placing, the Company is seeking to raise gross
funds of up to GBP4.5 million by the issue of the EIS Placing
Shares to investors seeking the benefit of relief under the
Enterprise Investment Scheme or seeking the benefit of tax relief
through Venture Capital Trusts. The EIS/VCT Placing Shares will be
unconditionally issued to the relevant Placees at EIS/VCT Admission
(being one business day prior to the anticipated date of General
Admission) so that Placees investing as part of the EIS/VCT Placing
shall be able to benefit for tax advantages available to Venture
Capital Trusts and pursuant to the Enterprise Investment Scheme as
governed by HMRC. The Company has applied for, and received,
advance assurance from HMRC that the EIS/VCT Placing Shares will
qualify for EIS tax relief on EIS/VCT Admission based on an
indicative fundraising amount of up to approximately GBP7.5
million.
The EIS/VCT Placing is conditional, inter alia, upon:
(a) the Placing Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to EIS/VCT Admission;
(b) the passing of the Resolutions at the General Meeting;
and
(c) EIS/VCT Admission becoming effective by no later than 8.00
a.m. on 26 March 2021 or such later time and/or date (being no
later than 8.00 a.m. on the Long Stop Date) as Canaccord Genuity
and the Company may agree.
If any of the conditions are not satisfied, the EIS/VCT Placing
Shares will not be issued.
The General Placing is conditional, inter alia, upon:
(a) the Placing and Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to General Admission;
(b) the passing of the Resolutions at the General Meeting;
(c) completion of EIS/VCT Admission; and
(d) General Admission becoming effective by no later than 8.00
a.m. on 29 March 2021 or such later time and/or date (being no
later than 8.00 a.m. on the Long Stop Date) as Canaccord Genuity
and the Company may agree.
If any of the conditions are not satisfied, the General Placing
Shares will not be issued.
The PrimaryBid Offer is conditional upon:
(a) the Placing and Agreement becoming or being declared
unconditional in all respects and not having been terminated in
accordance with its terms prior to General Admission;
(b) General Admission becoming effective by no later than 8.00
a.m. on 29 March 2021 or such later time and/or date (being no
later than 8.00 a.m. on the Long Stop Date) as Canaccord Genuity
and the Company may agree. The Placing Shares and PrimaryBid Shares
are not subject to clawback. Neither the Placing nor the PrimaryBid
Offer is being underwritten.
The Placing Shares and PrimaryBid Shares will be issued free of
all liens, charges and encumbrances and will, when issued and fully
paid, rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid alter the date of their
issue.
The Company currently expects to satisfy the relevant conditions
for the 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 EIS/VCT Admission,
neither the Directors nor the Company give any warranty or
undertaking that relief will be available in respect of the EIS/VCT
Placing Shares nor is any warranty or undertaking given that the
Company will continue to conduct its activities in a way that
qualifies for or preserves its eligibility status.
Subject to, inter alia, the passing of the Resolutions, an
application will be made to the London Stock Exchange, via the
EIS/VCT AIM Application, for the admission of the EIS/VCT Placing
Shares to trading on AIM. The EIS/VCT Admission is expected to
occur and that dealings will commence at 8.00 a.m. on 26 March
2021. An application will be made to the London Stock Exchange, via
the General AIM Application, for the admission of the General
Placing Shares, together with the PrimaryBid Shares to trading on
AIM. The General Admission is expected to be occur and that
dealings will commence at 8.00 a.m. on 29 March 2021. Shareholders
and potential investors should be aware of the possibility that
EIS/VCT Admission might occur, but General Admission might not take
place.
The Placing Agreement
Pursuant to the Placing Agreement, Canaccord Genuity have agreed
to use their respective reasonable endeavours as agents of the
Company to procure subscribers for the Placing Shares at the Issue
Price.
The Placing Agreement provides, inter alia, for payment by the
Company to Canaccord Genuity of commissions based on the number of
Placing Shares placed by Canaccord Genuity multiplied by the Issue
Price.
The Company will bear all other expenses of, and incidental to,
the Placing including a corporate finance fee payable to Canaccord
Genuity, the fees of the London Stock Exchange, printing costs,
Registrars' fees, all legal and accounting fees of the Company and
all stamp duty and other taxes and duties payable.
The Placing Agreement contains certain warranties and
indemnities from the Company in favour of Canaccord Genuity and is
conditional, inter alia, upon:
the Placing Agreement having become unconditional in all
respects (save for the condition relating each Admission) and not
having been terminated in accordance with its terms prior any
Admission; and
each Admission becoming effective not later than 8.00 a.m. on
the Long Stop Date.
Canaccord Genuity may terminate the Placing Agreement if, inter
alia: the Company is in material breach of any of its obligations
under the Placing Agreement; or there has occurred, in the opinion
of Canaccord Genuity, acting in good faith, a material adverse
change in the business of the Group or in the financial or trading
position or prospects of the Group.
The PrimaryBid Offer
The PrimaryBid Offer, which will close on the evening of the 1
March 2021, is open to private and other investors subscribing via
PrimaryBid.com and is seeking to conditionally raise up to GBP1
million (before fees and expenses) through the issue of the
PrimaryBid Shares. The PrimaryBid Offer remains conditional as
noted above.
5. Proposed New Long Term Incentive Plan
F ollowing a detailed review, conducted with advice from
independent professional advisers, the Remuneration Committee has
decided to overhaul the Company's incentive remuneration policy.
The Committee believes that current long-term incentives for
executive directors, senior management and other key employees are
no longer aligned with the Company's strategy and are not providing
an appropriate incentive to grow the business for the benefit of
all stakeholders.
Therefore, the Remuneration Committee intends to seek
shareholders' approval, at the annual general meeting in June, for
a new long-term incentive plan for executive directors and other
key executives, who strongly influence the success of the
business.
The new plan will be designed in accordance with QCA guidance to
align executives' rewards with the long-term interests of
shareholders and to be consistent with the Company's strategy and
culture. Vesting of awards will be conditional on both demanding
operating performance and shareholder return metrics.
Plan design will also recognise the Company's growing US
presence and the recent hiring of senior US executives, who will be
eligible to participate.
This, together with the Company's history of making share awards
to employees on joining the Company and the requirement to allow
participants, if they wish, to exercise their rights under existing
plans has placed strain on the number of shares available for the
current executive team and employee share plans. As a result, the
proposals will contain a request to increase the number of new
shares which may be issued under employees' share plans in any
10-year period from 10 per cent. to 15 per cent. of the Company's
issued share capital.
The Remuneration Committee continues to support participation in
the Company's shares by executive directors, senior managers and
employees and believes that the proposed new plan will be in the
best interests of the Company and its stakeholders.
Full details of the proposed new plan will be published in
advance of the AGM and the Committee will engage in a consultation
programme with shareholders on its proposals before
publication.
6. General Meeting
The Directors do not currently have authority to allot the New
Ordinary Shares and, accordingly, the Board is seeking the approval
of Shareholders to allot the New Ordinary Shares at the General
Meeting, together with approval to disapply pre-emption rights in
respect of the New Ordinary Shares.
In addition, the Company also proposes to amend its Articles so
as to allow for hybrid or virtual general meetings in the future. A
comparison of the New Articles against the Articles showing the
proposed changes made can be found on the Company's website at
www.cloudcall.com .
A notice convening the General Meeting, which is to be held
virtually at 11.00 a.m. on 25 March 2021, will be set out in the
Circular.
At the General Meeting, the Resolutions will be proposed to
authorise the Directors:
-- to allot:
o the Placing Shares in connection with the Placing; and
o the PrimaryBid Shares in connection with the PrimaryBid
Offer;
-- to dis-apply statutory pre-emption rights in relation to the
Placing Shares and the PrimaryBid Shares; and
-- to adopt the New Articles.
The share allotment and dis-application authorities to be
granted pursuant to the Resolutions shall expire on whichever is
the earlier of the conclusion of the Annual General Meeting of the
Company to be held in 2021 or the date falling six months from the
date of the passing of the Resolutions (unless renewed, varied or
revoked by the Company prior to or on that date) and shall be in
addition to the Directors' authorities to allot relevant securities
and dis-apply statutory pre-emption rights granted at the Company's
Annual General Meeting held on 1 June 2020.
7. Action to be taken
In respect of the General Meeting
For the reasons given above in light of public health advice in
response to the COVID-19 outbreak, including the limit on public
gatherings, the General Meeting will be held as a virtual closed
meeting with the minimum number of Shareholders legally required to
be present. Shareholders will not permitted to attend in person
therefore the Company strongly encourages all Shareholders to
submit their completed and signed Form of Proxy appointing the
Chairman as their proxy, in accordance with the instructions
printed thereon so as to be received, by post or, during normal
business hours only, by hand to Link Group, PXS 1, Central Square,
29 Wellington Street, Leeds, LS1 4DL, as soon as possible but in
any event so as to arrive by not later than 11.00 a.m. on 23 March
2021 (or, in the case of an adjournment of the General Meeting, not
later than 48 hours before the time fixed for the holding of the
adjourned meeting (excluding any part of a day that is not a
business day)).
Alternatively, Shareholders can also either:
-- vote online by logging on to www.signalshares.com and following the instructions; or
-- in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with the
procedures set out in the Notice of General Meeting.
Appointing a proxy or voting online in accordance with the
instructions set out above will enable your vote to be counted at
the General Meeting. Shareholders will not be permitted to attend
in person therefore the Company strongly encourages all
Shareholders to submit their completed and signed Form of Proxy
appointing the Chairman as their proxy.
Shareholders are invited to submit any questions in advance of
the meeting that they would like answered and the Company will
promptly respond. The email address to send questions to is
ir@cloudcall.com.
8. Importance of the vote
The Resolutions must be passed by Shareholders in person or by
proxy at the General Meeting in order for the Fundraising to
proceed. If the Resolutions are not passed, the Company would need
to consider the options available to it in terms of alternative
sources of funding. It may be that such sources would not be on
terms as favourable to Shareholders as the Fundraising. Further,
there is no guarantee that alternative sources could be found. If
such an alternative source of funding cannot be found, the Company
expects that it would only have sufficient cash to fund its
activities until later this year. In such circumstances,
Shareholders may lose the value of their current shareholdings.
9. Recommendation
The Directors believe that the Fundraising and the passing of
the Resolutions are in the best interests of the Company and
Shareholders, taken as a whole. Accordingly, the Directors
unanimously recommend that Shareholders vote in favour of the
Resolutions, as they intend to do in respect of their own holdings
of Ordinary Shares, totalling 1,370,153 Ordinary Shares, being
approximately 3.53 per cent. of the Existing Ordinary Shares.
The Fundraising is conditional, inter alia, upon the passing of
the Resolutions at the General Meeting. Shareholders should be
aware that if the Resolutions are not approved at the General
Meeting, the Fundraising will not proceed.
IMPORTANT NOTICES
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, 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 ("EEA"), PERSONS WHO
ARE, UNLESS OTHERWISE AGREED BY THE BROKER, "QUALIFIED INVESTORS"
("EU QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2(E) OF THE EU
PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AS
AMED AND/OR SUPPLEMENTED FROM TIME TO TIME AND INCLUDES ANY
RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE "EU
PROSPECTUS REGULATION"); (B) IN CANADA (I) A "PERMITTED CLIENT" AS
DEFINED IN SECTION 1.1 OF NATIONAL INSTRUMENT 31-103 - REGISTRATION
REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT RELATIONSHIPS ("NI
31-103") AND (II) AN "ACCREDITED INVESTOR" AS DEFINED IN SECTION
73.3(1) OF THE SECURITIES ACT (ONTARIO) AND SECTION 1.1 OF NATIONAL
INSTRUMENT 45-106 - PROSPECTUS AND REGISTRATION EXEMPTIONS ("NI
45-106"); AND (CIN THE UNITED KINGDOM, PERSONS WHO ARE BOTH
QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS") WITHIN THE MEANING
OF THE UK VERSION OF THE EU PROSPECTUS REGULATION (2017/1129/EU)
WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") AND EITHER:
(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.PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT (INCLUDING THE APPIX) COMES ARE REQUIRED BY THE
COMPANY AND THE BROKER TO INFORM THEMSELVES ABOUT AND TO OBSERVE
ANY SUCH RESTRICTIONS.
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 AND 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 (THE "SECURITIES ACT"), OR
UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES,
EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE
SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THE SECURITIES REFERRED TO HEREIN MAY ONLY BE PLACED
IN THE UNITED STATES PURSUANT TO SECTION 4(A)(2) OF THE SECURITIES
ACT, RULE 506 OF REGULATION D UNDER THE SECURITIES ACT AND/OR RULE
144A UNDER THE SECURITIES ACT ("RULE 144A") ONLY TO INSTITUTIONS
THAT ARE "ACCREDITED INVESTORS", AS DEFINED IN RULE 501(a)(1)-(3),
(7) OR (8) ("IAIs") UNDER REGULATION D OF THE SECURITIES ACT OR ARE
"QUALIFIED INSTITUTIONAL BUYERS" ("QIBs"), AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING
MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.
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.
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
of Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the UK MiFIR 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 retail investors and investors who meet the criteria of
professional clients and eligible counterparties, as respectively
defined in paragraphs 3.5 and 3.6 of the FCA Handbook Conduct of
Business Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels (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 for the purposes of Chapters 9A or 10A
respectively of the FCA Handbook Conduct of Business Sourcebook; or
(b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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.
By participating in the Placing, Placees will be deemed to have
read and understood this Announcement in its entirety and to be
participating in the Placing on the terms and conditions, and to be
providing the representations, warranties, acknowledgements and
undertakings, contained in this Announcement. In particular, each
Placee represents, warrants, acknowledges and agrees that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business; and
2. it is and, at the time the Placing Shares are acquired, will
be either (i) outside the United States and acquiring the Placing
Shares in an "offshore transaction" in accordance with Rule 903 or
Rule 904 of Regulation S under the Securities Act ("Regulation S")
or (ii)(a) an IAI or (b) a QIB, which is acquiring the Placing
Shares for its own account or for the account of one or more QIBs,
each of which is acquiring beneficial interests in the Placing
Shares for its own account; if acquiring the Placing Shares for the
account of one or more other persons, it has full power and
authority to make the representations, warranties, agreements and
acknowledgements herein on behalf of each such person.
The Company and Canaccord Genuity (the "Broker") will rely upon
the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements. 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. 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 subscribe for the number
of Placing Shares allocated to it at the Placing 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.
Details of the Placing Agreement and the Placing Shares
The Broker and the Company have entered into a Placing
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 a minimum
of approximately GBP6 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 26
March 2021. The General Placing Shares will be issued on General
Admission on or around 29 March 2021.
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.
Applications for admission to trading
Applications 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 8.00am on 26 March
2021, subject to shareholder approval being received. It is
expected that settlement of the General Placing Shares and General
Admission will become effective on 8.00am on 29 March 2021. In any
event, the latest date for Admission (whether in respect of the
EIS/VCT Admission and/or the General Admission) is 12 April 2021
(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 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.
11. Placees that are QIBs and in the United States will be
required to executed an Investor Letter in customary form and scope
prior to Admission.
Conditions of the Placing
The Broker's obligations under the Placing 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 5:00 p.m. on 1 March 2021;
2. the release of the Placing Results Announcement to a
Regulatory Information Service by no later than 6:00 p.m. on the
Business Day following the date of this Announcement;
3. the General Meeting having taken place and the passing
thereat of the Resolutions without any amendment which has not been
approved by the Broker;
4. the EIS/VCT AIM Application and all other documents required
to be submitted with the General AIM Application being delivered to
the London Stock Exchange not later than 9.00 a.m. on 22 March
2021;
5. the delivery by the Company to the Broker of certain
documents required under the Placing Agreement;
6. the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to EIS/VCT Admission;
7. none of the warranties given in the Placing 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 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;
8. 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 26 March 2021 or such later time as may be agreed between
the Company and the Broker, not being later than the Long Stop
Date;
9. 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 26 March 2021; and
10. the Placing Agreement not having been terminated by the Broker.
The Broker's obligations under the Placing 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 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 Agreement;
4. the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be
performed prior to General Admission;
5. none of the warranties given in the Placing 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 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,
conditional only upon admission of such Ordinary Shares to trading
on AIM becoming effective in accordance with Rule 6 of the AIM
Rules, by 29 March 2021 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 becoming effective in
accordance with Rule 6 of the AIM Rules on or before 29 March 2021;
and
8. the Placing Agreement not having been terminated by the Broker.
If: (i) any of the conditions contained in the Placing
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 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 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 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 Agreement
The Broker is entitled to terminate the Placing 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 Placing
Agreement, or with the requirements of any laws or regulations
(including the Market Abuse Regulation and the AIM Rules) in
relation to the Fundraising;
2. the Broker becomes aware of any circumstance which results in
any of the warranties given in the Placing Agreement being not true
or inaccurate in any material respect or misleading when given at
the date of the Placing 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 14 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
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) or a
material deterioration in, or material escalation in the response
to, the Covid-19 pandemic) 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 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 Agreement is terminated prior to EIS/VCT
Admission then neither the EIS/VCT Placing, 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 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 26 March 2021 unless otherwise notified by the Broker
and EIS/VCT Admission is expected to occur by 26 March 2021 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 will be on 29 March 2021 unless
otherwise notified by the Broker and General Admission is expected
to occur by 29 March 2021 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 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 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 (A) in the case of any Placing Shares acquired by it as
a financial intermediary, as that term is used in Article 5(1) of
the UK Prospectus Regulation, (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
the United Kingdom other than UK 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 UK other than UK
Qualified Investors, the offer of those Placing Shares to it is not
treated under the UK Prospectus Regulation as having been made to
such persons; or (B) in the case of any Placing Shares acquired by
it as a financial intermediary, as that term is used in Article
5(1) of the EU Prospectus Regulation, (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 EEA which has implemented
the EU Prospectus Regulation other than EU 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 EU 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 is and, at the time the Placing Shares are acquired,
will be either: (i) outside the United States and is acquiring the
Placing Shares in an "offshore transaction" in accordance with Rule
903 or Rule 904 of Regulation S; or (ii)(a) an IAI or (b) a QIB,
which is acquiring the Placing Shares for its own account or for
the account of one or more QIBs, each of which is acquiring
beneficial interests in the Placing Shares for its own account; if
acquiring the Placing Shares for the account of one or more other
persons, it has sole investment discretion with respect to each
such account and full power and authority to make the
representations, warranties, agreements and acknowledgements herein
on behalf of each such account;
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 Australia, South
Africa or Japan or a corporation, partnership or other entity
organised under the laws of 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
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 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. if it is in Canada, it is (A) a "permitted client" as
defined in Section 1.1 of NI 31-103 and (B) an "accredited
investor" as defined in Section 73.3(1) of the Securities Act
(Ontario) and Section 1.1 of NI 45-106 and is not a person created
or used solely to purchase or hold the Placing Shares as an
"accredited investor" as described in paragraph (m) of the
definition of "accredited investor" in section 1.1 of NI
45-106;
23. if it is in Canada, that the distribution of the Placing
Shares is being made on a private placement basis only and is
exempt from the requirement that the Company prepare and file a
prospectus with the applicable Canadian securities regulatory
authorities and, therefore, any resale of Placing Shares in Canada
must be made in accordance with applicable Canadian securities
laws, which may require resales to be made in accordance with
exemptions from the Canadian dealer registration and prospectus
requirements and Canadian purchasers are advised to seek legal
advice prior to any
24. 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;
25. 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;
26. 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;
27. 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;
28. 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;
29. 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;
30. 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;
31. 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;
32. 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;
33. that time shall be of the essence as regards obligations pursuant to this Appendix;
34. 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;
35. 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;
36. that (i) it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA, the UK version of
Market Abuse Regulation (2014/596/EU) which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018 and any
applicable provisions of the Market Abuse Regulation (2014/596/EU),
(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;
37. 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 Regulation Rules made by the FCA ;
38. 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;
39. 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;
40. 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;
41. that the Broker owes no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement;
42. 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;
43. 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
44. 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 Document, unless
the context requires otherwise:
"Admissions" together the EIS/VCT Admission
and the General 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)
dated 1 March 2021
"Bookrunner" or "Broker" or Canaccord Genuity Limited
"Canaccord Genuity"
"CRM" customer relationship management
"Circular" or "Document" the circular expected to be dated
2 March 2021
"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
"EBITDA" earnings before interest, tax,
depreciation and amortisation
"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
Agreement
"EIS/VCT Placing Shares" 5,521,472 number of Placing Shares
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
"Existing Ordinary Shares" the 38,826,763 Ordinary Shares
in issue as at the date of this
Document
"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
PrimaryBid Offer
"General Admission" admission of the General Placing
Shares and PrimaryBid 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
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, the 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" 81.5 pence per New Ordinary Share
"Link Group" a trading name of Link Market
Services Limited
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" 8 a.m. on 12 April 2021
"Market Abuse Regulation" the Market Abuse Regulation (2014/596/EU)
retained by the UK (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 PrimaryBid Shares
"Nomad" Canaccord Genuity Limited
"Ordinary Shares" the ordinary shares of 20 pence
each in the capital of the Company
"Overseas Shareholders" Shareholders who have a registered
address in, who are incorporated
in or who are otherwise resident
or located in any jurisdiction
other than the UK
"Placees" subscribers for Placing Shares
pursuant to the Placing
"Placing" the conditional 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
Agreement
"Placing Agreement" the agreement dated 1 March 2021
between (i) the Company; and (ii)
Canaccord Genuity relating to
the Placing, further details of
which are set out in this Announcement
"Placing Shares" a minimum of 7,361,963 new Ordinary
Shares to be issued in connection
with the Placing
"PrimaryBid" PrimaryBid Limited (registered
number 08092575), which is authorised
and regulated by the FCA with
register number 779021
"PrimaryBid Offer" the offer for subscription conducted
by PrimaryBid of the PrimaryBid
Shares at the Placing Price
"PrimaryBid Shares" up to 1,226,993 new Ordinary Shares
to be issued in connection with
the PrimaryBid Offer
"Prospectus Directive" EU Directive 2003/71/EC
"Prospectus Rules" the prospectus regulation rules
made by the FCA pursuant to section
73A of FSMA
"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
"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
"Restricted Jurisdictions" United States, Canada, Australia,
Japan, New Zealand, the Republic
of Ireland or the Republic of
South Africa
"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
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END
IOEUPUWAWUPGGQG
(END) Dow Jones Newswires
March 01, 2021 11:58 ET (16:58 GMT)
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