TIDMCALL
RNS Number : 7658Q
Cloudcall Group PLC
01 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF CLOUDCALL GROUP PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
1 March 2021
CloudCall Group plc
(" CloudCall " or the " Company " )
PrimaryBid.com Offer
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 , is pleased to
announce, a conditional offer for subscription via PrimaryBid (the
"PrimaryBid Offer") for up to GBP1 million of new ordinary shares
of 20 pence each in the Company ("New Ordinary Shares") at an issue
price of 81.5 pence per New Ordinary Share (the "Issue Price"),
being the closing mid-price on 1 March 2021. The Company is also
conducting a placing of new Ordinary Shares at the Issue Price by
way of an accelerated bookbuild process (the "Placing") as
announced today.
The PrimaryBid Offer and the Placing are conditional on the new
Ordinary Shares to be issued pursuant to the PrimaryBid Offer and
the Placing being admitted to trading on AIM ("Admission").
Admission is expected to be take place at 8.00 a.m. on 29 March
2021 . The PrimaryBid Offer, which is subject to Shareholder
approval in General Meeting on 25 March 2021, will not be completed
without the Placing also being completed.
The Company will use the funds raised for general working
capital, and to strengthen the Company's balance sheet .
PrimaryBid Offer
The Company values its retail investor base and is therefore
pleased to provide private and other investors the opportunity to
participate in the PrimaryBid Offer by applying exclusively through
the www.PrimaryBid.com platform and the PrimaryBid mobile app
available on the Apple App Store and Google Play. PrimaryBid does
not charge investors any commission for this service.
The PrimaryBid Offer, via the PrimaryBid.com platform, will be
open to individual and institutional investors immediately. The
PrimaryBid Offer will close on completion of the Bookbuild process.
The PrimaryBid Offer may close early if it is oversubscribed.
The Company in consultation with PrimaryBid reserves the right
to scale back any order at its discretion. The Company and
PrimaryBid reserve the right to reject any application for
subscription under the Offer without giving any reason for such
rejection.
No commission is charged to investors on applications to
participate in the PrimaryBid Offer made through PrimaryBid. It is
vital to note that once an application for New Ordinary Shares has
been made and accepted via PrimaryBid, an application cannot be
withdrawn.
For further information on PrimaryBid.com or the procedure for
applications under the PrimaryBid Offer, visit www.PrimaryBid.com
or call PrimaryBid.com on +44 20 3026 4750.
The New Ordinary 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 Company's existing Ordinary
Shares.
C loudCall Group plc
Simon Cleaver, Chief Executive Officer +44 (0) 20 3587
Paul Williams, Chief Financial Officer 7188
PrimaryBid Limited
Fahim Chowdhury + 44 (0) 203 026
James Deal 4750
Canaccord Genuity Limited
Nominated Advisor, Sole Broker and Bookrunner
Simon Bridges
Richard Andrews +44 (0) 20 7523
Thomas Diehl 8000
Details of the Offer
The Company highly values its retail investor base which has
supported the Company alongside institutional investors over
several years. Given the longstanding support of retail
shareholders, the Company believes that it is appropriate to
provide retail and other interested investors the opportunity to
participate in the Offer. The Company is therefore making the Offer
available exclusively through PrimaryBid.com.
The Offer is offered under the exemptions against the need for a
prospectus allowed under the Prospectus Rules. As such, there is no
need for publication of a prospectus pursuant to the Prospectus
Rules, or for approval of the same by the Financial Conduct
Authority in its capacity as the UK Listing Authority. The Offer is
not being made into any Restricted Jurisdiction or any other
jurisdiction where it would be unlawful to do so.
There is a minimum subscription of GBP100 per investor under the
terms of the Offer which is open to existing shareholders and other
investors subscribing via PrimaryBid.com.
For further details please refer to the PrimaryBid.com website
at www.PrimaryBid.com . The terms and conditions on which the Offer
is made, including the procedure for application and payment for
New Ordinary Shares, is available to all persons who register with
PrimaryBid.com.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for New Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for New Ordinary Shares. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the New Ordinary
Shares if they are in any doubt.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into 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
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Kingdom. Terms and conditions relating to the use and distribution
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