TIDMCALL
RNS Number : 7912V
Cloudcall Group PLC
15 December 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
15 December 2021
RECOMMED CASH ACQUISITION
of
CLOUDCALL GROUP PLC
by
XPLORER CAPITAL GROWTH I, LLC
(a newly formed company owned by funds managed and advised
by
Xplorer Capital Management LLC)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
On 9 December 2021, the directors of CloudCall Group plc
("CloudCall" or the "Company") and Xplorer Capital Growth I, LLC
("Xplorer Capital") announced that they had reached agreement on
the terms of a recommended acquisition by Xplorer Capital of the
entire issued and to be issued ordinary share capital of CloudCall
(the "Acquisition"), to be implemented by way of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Capitalised terms in this announcement, unless otherwise defined,
have the same meanings as set out in the Scheme Document (as
defined below). All references to times in this announcement are to
London times unless otherwise stated.
Publication and posting of the Scheme Document
The Board of CloudCall is pleased to announce that a circular in
relation to the Scheme (the "Scheme Document") has been published
today (subject to certain restrictions relating to persons in
Restricted Jurisdictions) on CloudCall's website at
https://cloudcall.com/investor/offer-for-cloudcall/ and on Xplorer
Capital's website at https://xplorer.vc/disclaimer/ . The Scheme
Document contains, amongst other things, a letter from the Chairman
of CloudCall, a statutory explanatory statement pursuant to section
897 of the Companies Act, an expected timetable of principal
events, the full terms and conditions of the Scheme, notices
convening the Court Meeting and the General Meeting and details of
the actions to be taken by Scheme Shareholders and CloudCall
Shareholders.
Hard copies of the Forms of Proxy for the Court Meeting and the
General Meeting are being posted to CloudCall Shareholders today.
Hard copies of the Scheme Document, or a letter giving details of
CloudCall's website at
https://cloudcall.com/investor/offer-for-cloudcall/ where the
Scheme Document may be accessed, are also being sent to CloudCall
Shareholders, depending on the relevant CloudCall Shareholder's
communication preferences.
Copies of the Scheme Document and the Forms of Proxy will be
submitted to the National Storage Mechanism later today and will be
available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Recommendation
The CloudCall Directors, who have been so advised by Canaccord
as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing advice to
the CloudCall Directors, Canaccord has taken into account the
commercial assessments of the CloudCall Directors. Canaccord is
providing independent financial advice to the CloudCall Directors
for the purposes of Rule 3 of the Code.
The CloudCall Directors believe that the terms of the
Acquisition (including the Scheme) are in the best interests of
CloudCall Shareholders as a whole and unanimously recommend that
CloudCall Shareholders vote in favour of the Scheme at the Court
Meeting and the special resolutions to be proposed at the General
Meeting, as they have irrevocably undertaken to do in respect of
their own beneficial holdings of 1,331,153 CloudCall Shares
representing, in aggregate, approximately 2.8 per cent. of the
existing issued ordinary share capital of CloudCall as at the
Latest Practicable Date.
CloudCall Shareholders should carefully read the Scheme Document
in its entirety before making a decision with respect to the
Scheme.
Action required
As described in the Scheme Document, the implementation of the
Scheme is subject to the conditions and further terms that are set
out in the Scheme Document. To become Effective, the Scheme
requires, amongst other things: (a) the approval by a majority in
number of the Scheme Shareholders present and voting (either in
person, remotely via the virtual meeting platform provided by Lumi
(the "Virtual Meeting Platform") or by proxy) at the Court Meeting
representing not less than 75 per cent. in value of the relevant
Scheme Shares voted, (b) the passing of the Special Resolution
relating to the Acquisition at the General Meeting and (c) the
subsequent sanction of the Scheme by the Court.
Notices convening the Court Meeting and General Meeting are set
out in the Scheme Document and both Meetings will be held at 1
Colton Square, Leicester, LE1 1QH. The Court Meeting is scheduled
to be held at 11.00 a.m. on 17 January 2022 and the General Meeting
is scheduled to be held at 11.15 a.m. on that date, or as soon
thereafter as the Court Meeting is concluded or is adjourned.
Scheme Shareholders and CloudCall Shareholders who wish to attend
the Meetings in person will be able to do so, subject to any
COVID-19 Restrictions in force at the time, but are asked to
register their intention to attend as soon as possible, by emailing
generalmeetingattendance@cloudcall.com . Failure to register an
intention to attend the Meetings in person will not preclude entry
or attendance on the day. Scheme Shareholders and CloudCall
Shareholders are also being given the opportunity to join the
Meetings virtually and ask questions and vote via the Virtual
Meeting Platform. Guidance on remotely accessing and participating
in the Meetings via the Virtual Meeting Platform is available in
the Scheme Document and on CloudCall's website at
https://cloudcall.com/investor/offer-for-cloudcall/ .
Whether or not you intend to attend and/or vote at the Meetings
(either in person or remotely via the Virtual Meeting Platform),
Scheme Shareholders and CloudCall Shareholders are strongly
encouraged to submit proxy appointments and instructions for the
Court Meeting and the General Meeting as soon as possible, using
any of the methods (online, electronically through CREST, by post
or by hand) set out in the Scheme Document. Scheme Shareholders and
CloudCall Shareholders are also strongly encouraged to appoint the
Chairman of the relevant Meeting as their proxy rather than any
other named person. This will ensure that their vote will be
counted if they (or any other proxy they might otherwise appoint)
are not able to attend the relevant Meeting whether in person or
remotely via the Virtual Meeting Platform.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair representation of opinion of Scheme Shareholders. You are
therefore strongly urged to complete and return your Forms of Proxy
or, alternatively, appoint a proxy online or electronically through
CREST as soon as possible.
Publication of Rule 15 Letters
In accordance with Rule 15 of the Code, participants in the
CloudCall Share Plans will be contacted today by way of joint
letter (the "Rule 15 Letters"). The Rule 15 Letters contain details
regarding the effect of the Scheme on participants' rights under
the CloudCall Share Plans and the arrangements applicable to those
participants, including details of appropriate proposals being
made, competent independent advice in relation to such proposals
and relevant dates and times.
Expected timetable of principal events
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also set out in the
Appendix to this announcement. The Scheme remains conditional on
the approval of the requisite majority of eligible Scheme
Shareholders at the Court Meeting, the requisite majority of
eligible CloudCall Shareholders at the General Meeting and the
satisfaction or (if capable of waiver) waiver of the other
Conditions set out in the Scheme Document, including the sanction
of the Court. The Scheme is expected to become effective on 26
January 2022.
Subject to the Scheme becoming Effective, it is intended that an
application will be made to the London Stock Exchange for the
cancellation of the admission to trading of the CloudCall Shares on
AIM. Xplorer Capital intends to re-register CloudCall as a private
company following the Effective Date. The last day of dealings in
CloudCall Shares on AIM is expected to be 25 January 2022 (being
the Business Day immediately prior to the Effective Date).
CloudCall will also be applying for the withdrawal of the Company's
securities from OTCQX designation following the Effective Date.
The dates and times given in the expected timetable are
indicative only and are based on CloudCall's current expectations
and may be subject to change (including as a result of changes to
the regulatory timetable). If any of the expected times and/or
dates change, the revised times and/or dates will be notified to
CloudCall Shareholders by announcement through a Regulatory
Information Service.
If you have any questions about this announcement, the Scheme
Document, the Court Meeting, the General Meeting, how to submit
your proxies online or to complete the Forms of Proxy, please call
CloudCall's registrars, Link Group on +44 (0) 371 664 0321. Calls
are charged at the standard geographic rate and will vary by
provider. Calls from outside the United Kingdom will be charged at
the applicable international rate. Lines are open between 9.00 a.m.
and 5.30 p.m. (London time), Monday to Friday (excluding public
holidays in England and Wales). Please note that Link Group cannot
provide advice on the merits of the Acquisition or the Scheme or
give any financial, legal or tax advice and calls may be recorded
and monitored for security and training purposes.
Enquiries:
CloudCall Group plc
Simon Cleaver (Chief Executive Officer) +44 (0)20 3587
Paul Williams (Chief Financial Officer) 7188
Canaccord (financial adviser, nominated
adviser and Rule 3 adviser to CloudCall)
Simon Bridges
James Asensio
Thomas Diehl +44 (0)20 7523
Gordon Hamilton 8000
Peel Hunt (financial adviser to Xplorer
Capital)
James Britton
Oliver Jackson +44 (0)20 7418
James Smith 8900
Norton Rose Fulbright LLP is acting as legal adviser to
CloudCall in connection with the Acquisition.
Slaughter and May is acting as legal adviser to Xplorer Capital
in connection with the Acquisition.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of CloudCall
in any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely pursuant to the terms of the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document), which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition. Any vote in respect of, or
other response to, the Acquisition should be made only on the basis
of the information contained in the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the Offer
Document).
CloudCall and Xplorer Capital urge CloudCall Shareholders to
read the Scheme Document (or, if the Acquisition is implemented by
way of a Takeover Offer, the Offer Document) carefully because it
will contain important information relating to the Acquisition.
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Disclaimers
Canaccord Genuity Limited ("Canaccord"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
as financial adviser to CloudCall and no one else in connection
with the matters described in this announcement and will not be
responsible to anyone other than CloudCall for providing the
protections afforded to clients of Canaccord nor for providing
advice in connection with any matter referred to herein. Neither
Canaccord nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Canaccord in connection with this
announcement, any statement contained herein, the Acquisition or
otherwise. Canaccord has given, and not withdrawn, its consent to
the inclusion of its advice in this announcement in the form and
context in which it is included.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for Xplorer
Capital and for no-one else in connection with the matters referred
to in this announcement and will not be responsible to any person
other than Xplorer Capital for providing the protections afforded
to clients of Peel Hunt, nor for providing advice in relation to
the matters referred to herein. Neither Peel Hunt nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Peel Hunt in connection with the matters referred to in this
announcement, or otherwise.
Overseas jurisdictions
This announcement has been prepared in accordance with, and for
the purpose of complying with, the laws of England and Wales and
the Code, and information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside
England.
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe any applicable requirements of
their jurisdictions.
The availability of the Acquisition to CloudCall Shareholders
who are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom to vote their CloudCall Shares with
respect to the Scheme at the Court Meeting, or to execute and
deliver Forms of Proxy appointing another to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Further details in relation to Overseas Shareholders are contained
in the Scheme Document.
Unless otherwise determined by Xplorer Capital or required by
the Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, in whole or in part,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Acquisition by any such use,
means, instrumentality or from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Copies of this announcement and any
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is
implemented by way of a Takeover Offer (unless otherwise permitted
by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
The Acquisition will be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange, the AIM Rules
and the FCA.
Notice to US investors in CloudCall
US holders of CloudCall Shares should note that the Acquisition
relates to the shares of an English company with a listing on AIM
and is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure and
procedural requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules.
The financial information included in this announcement and the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document) has been prepared in accordance
with generally accepted accounting principles of the United Kingdom
and thus may not be comparable to the financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
However, if, in the future, Xplorer Capital exercises the right
to implement the Acquisition by way of a Takeover Offer and
determines to extend the offer into the United States, the Takeover
Offer will be made in compliance with applicable United States
tender offer and securities laws and regulations including Section
14(e) of the US Exchange Act and Regulation 14E thereunder.
The receipt of cash pursuant to the Acquisition by a US holder
of CloudCall Shares as consideration for the transfer of its Scheme
Shares pursuant to the Scheme may be a taxable transaction for US
federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. The US tax
consequences of the Acquisition, if any, are not described herein.
Each CloudCall Shareholder is therefore urged to consult with
legal, tax and financial advisers in connection with making a
decision regarding the Acquisition.
It may be difficult for US holders of CloudCall Shares to
enforce their rights and any claims arising out of US federal laws,
since CloudCall is located in a non-US jurisdiction, and some or
all of its officers and directors may be residents of a non-US
jurisdiction. US holders of CloudCall Shares may not be able to sue
a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
To the extent permitted by applicable law, in accordance with
normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange
Act, Xplorer Capital, certain affiliated companies and their
nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, CloudCall Shares
outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes Effective,
lapses or is otherwise withdrawn. Also, in accordance with Rule
14e-5(b) of the US Exchange Act, each of Canaccord and Peel Hunt
will continue to act as an exempt principal trader in CloudCall
Shares on the London Stock Exchange. If such purchases or
arrangements to purchase were to be made they would occur either in
the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US
Exchange Act. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at www.londonstockexchange.com
.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved of the
Acquisition, or determined if this announcement is accurate or
complete. Any representation to the contrary is a criminal offence
in the United States.
Forward-looking statements
This announcement (including information incorporated by
reference into this announcement), oral statements made regarding
the Acquisition, and other information published by Xplorer Capital
and CloudCall contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Xplorer Capital and CloudCall about future events, and are
therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on Xplorer Capital and CloudCall, the expected timing
and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although Xplorer
Capital and CloudCall believe that the expectations reflected in
such forward-looking statements are reasonable, Xplorer Capital and
CloudCall can give no assurance that such expectations will prove
to be correct. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future.
There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include,
but are not limited to: the ability to complete the Acquisition;
the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed
terms; changes in the global political, economic, business and
competitive environments and in market and regulatory forces;
changes in future exchange and interest rates; changes in tax
rates; future business combinations or disposals; changes in
general economic and business conditions; changes in the behaviour
of other market participants; the anticipated benefits from the
Acquisition not being realised as a result of changes in general
economic and market conditions in the countries in which Xplorer
Capital and CloudCall operate; weak, volatile or illiquid capital
and/or credit markets; changes in the degree of competition in the
geographic and business areas in which Xplorer Capital and
CloudCall operate; and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
expected, estimated or projected in the forward-looking statements.
If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual
results may differ materially from those expected, estimated or
projected. Such forward-looking statements should therefore be
construed in the light of such factors.
Neither Xplorer Capital nor CloudCall, nor any of their
respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement will actually occur. Given the risks and
uncertainties, you are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations, neither Xplorer Capital nor
CloudCall is under any obligation, and Xplorer Capital and
CloudCall expressly disclaim any intention or obligation, to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
No profit forecasts, estimates or quantified financial benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement for any period and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
for CloudCall for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for CloudCall.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on CloudCall's website at
https://cloudcall.com/investor/offer-for-cloudcall/ and Xplorer
Capital's website at www.xplorer.vc/disclaimer by no later than 12
noon (London time) on the first Business Day following the date of
this announcement. For the avoidance of doubt, neither the contents
of these websites nor the contents of any websites accessible from
any hyperlinks is incorporated into or forms part of this
announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, CloudCall Shareholders
may request a hard copy of this announcement (and any information
incorporated by reference in this announcement), free of charge, by
contacting Link Group during business hours on +44 (0)371 664 0321
(from within the United Kingdom) or by submitting a request in
writing to Link Group, PXS 1, Central Square, 29 Wellington Street,
Leeds, LS1 4DL. Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. Lines will be open
between 9.00 am to 5.30 pm, Monday to Friday excluding public
holidays in England and Wales.
For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by CloudCall Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from CloudCall may be provided to Xplorer Capital
during the Offer Period as required under Section 4 of Appendix 4
to the Code to comply with Rule 2.11(c) of the Code.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
General
If the Acquisition is effected by way of a Takeover Offer, and
such Takeover Offer becomes or is declared unconditional in all
respects and sufficient acceptances are received, Xplorer Capital
intends to exercise its rights to apply the provisions of Chapter 3
of Part 28 of the Companies Act so as to acquire compulsorily the
remaining CloudCall Shares in respect of which the Takeover Offer
has not been accepted.
Investors should be aware that Xplorer Capital may purchase
CloudCall Shares otherwise than under any Takeover Offer or the
Scheme, including pursuant to privately negotiated purchases.
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the FSMA if you are resident in the United Kingdom
or, if not, from another appropriate authorised independent
financial adviser.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 pm (London time) on the 10(th) Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10(th) Business Day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the Business Day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on CloudCall's and
Xplorer Capital's current expected dates for the implementation of
the Scheme and is subject to change. If any of the dates and/or
times in this expected timetable change, the revised dates and/or
times will be notified to CloudCall Shareholders by announcement
through a Regulatory Information Service.
Event Time/date(1)
Publication of Scheme Document 15 December 2021
Latest time for lodging Forms
of Proxy for the:
Court Meeting (blue Form of 11.00 a.m. on 13 January 2022(2)
Proxy)
General Meeting (yellow Form 11.15 a.m. on 13 January 2022
of Proxy) (3)
Voting Record Time for the Court 6.30 p.m. on 13 January 2022(4)
Meeting and the General Meeting
Court Meeting 11.00 a.m. on 17 January 2022
General Meeting 11.15 a.m. on 17 January 2022(5)
The following times and dates associated with the Scheme are
indicative only and subject to change, the precise timings
will depend, among other things, on the date upon which regulatory
(and other) Conditions to the Scheme are satisfied or, if capable
of waiver, waived and on the date on which the Court sanctions
the Scheme. CloudCall will give notice of the change(s) by
issuing an announcement through a Regulatory Information Service
and, if required by the Panel, post notice of the change(s)
to CloudCall Shareholders and persons with information rights.
The timetable is also dependent on the date on which the Court
Order sanctioning the Scheme is delivered to the Registrar
of Companies.
Sanction Hearing 24 January 2022
Last day of dealings in, and for 25 January 2022
the registration of transfers of,
and disablement in CREST of, CloudCall
Shares
Scheme Record Time 6.00 p.m. 25 January 2022
Suspension of admission to trading 7.30 a.m. 26 January 2022
of, and dealings in, CloudCall Shares
on AIM
Effective Date of the Scheme(6) 26 January 2022
De-listing of CloudCall Shares from 7.00 a.m. 27 January 2022
AIM(7)
within 14 days
Latest date for despatch of cheques, of the Effective Date
crediting of CREST accounts and
processing electronic transfers
for cash consideration due under
the Scheme
Long Stop Date 28 February 2022(8)
(1) The dates and times given are indicative only and are based
on current expectations and are subject to change. References to
times are to London, United Kingdom time unless otherwise stated.
If any of the times and/or dates above change, the revised times
and/or dates will be notified to CloudCall Shareholders by
announcement through a Regulatory Information Service.
(2) It is requested that blue Forms of Proxy for the Court
Meeting be lodged by 11.00 a.m. on 13 January 2022 or, if the Court
Meeting is adjourned, by no later than 48 hours prior to the time
fixed for any adjourned Court Meeting (excluding any part of such
48-hour period falling on a non-working day). Blue Forms of Proxy
not so lodged can be handed to the Chairman of the Court Meeting
(or a representative of Link Group at the Court Meeting on behalf
of the Chairman) any time prior to the commencement of the Court
Meeting or any adjournment thereof.
(3) In order to be valid, yellow Forms of Proxy for the General
Meeting must be received by Link Group by 11.15 a.m. on 13 January
2022 or, if the General Meeting is adjourned, 48 hours prior to the
time appointed for the General Meeting (excluding any part of such
48-hour period falling on a non-working day).
(4) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6.30 p.m. on the day which is two Business Days
prior to the date of the adjourned Meeting.
(5) To commence at 11.15 a.m. or as soon thereafter as the Court
Meeting shall have concluded or been adjourned.
(6) The Scheme shall become Effective as soon as a copy of the
Court Order has been delivered to the Registrar of Companies.
(7) CloudCall will also be arranging for withdrawal of the
Company's securities from OTCQX designation following the Effective
Date.
(8) This is the latest date by which the Scheme may become
effective. However, the Long Stop Date may be extended to such
later date as Xplorer Capital and CloudCall may agree and the Panel
and (if required) the Court may allow.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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and conditions, to analyse how you engage with the information
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END
ODPQELFFFLLFFBX
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December 15, 2021 11:44 ET (16:44 GMT)
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