TIDMFDBK
RNS Number : 1023R
Feedback PLC
02 November 2021
Feedback plc
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OF
SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS
NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY
JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM
THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU AS IT FORMS PART OF THE LAW
OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF
THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. 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.
2 November 2021
Feedback plc
("Feedback" or the "Company")
Result of Placing
Feedback plc (AIM: FDBK), the specialist clinical communication
company, is pleased to announce the completion of the Bookbuild
announced earlier today, which was oversubscribed. A total of
1,528,571,420 Placing Shares have been conditionally placed at the
Issue Price of 0.7 pence per Placing Share to raise a total of
approximately GBP10.7 million for the Company (before
expenses).
The Company also announced details of an Open Offer to be made
to Qualifying Shareholders to raise up to an additional GBP0.5
million at the Issue Price.
The net proceeds of the Fundraising will be used primarily
to:
-- further develop the "CareLocker - powered by Bleepa" product
to meet existing and growing demand in both the UK and
international markets;
-- further develop Bleepa in order to grow its functionality,
including features for non-healthcare customers such as veterinary
professionals;
-- build upon the existing UK team in order to accelerate
revenue growth in the UK and to manage overseas operations, which
requires increased resources for the marketing, sales, finance and
regulatory teams, and
-- undertake a tuberculosis screening pilot study in India and
explore wider market opportunities and potential applications of
the Company's technology in India.
A Circular to shareholders containing full details of the
Fundraising including details of the Open Offer and the terms and
conditions on which it is being made, (including the procedure for
application and payment) and convening the Annual General Meeting
is expected to be posted by 6 p.m. on 3 November 2021 and will also
be available on the Company's website around the same time. Panmure
Gordon (UK) Limited is acting as nominated adviser, sole broker and
sole bookrunner to the Company.
The Fundraising remains conditional on, amongst other matters,
the passing of the Fundraising Resolutions at the Annual General
Meeting. The Placing is also conditional upon the Placing Agreement
between the Company and Panmure Gordon becoming unconditional and
not being terminated in accordance with its terms. It is expected
that the Placing and Open Offer will complete on or around 8.00
a.m. on 30 November 2021, being the expected date of Admission and
that dealings in the Placing Shares and such number of Open Offer
Shares as may be subscribed for will commence at that time. The
Open Offer is conditional on the Placing becoming or being declared
unconditional in all respects and not being terminated before
Admission.
Assuming completion of the Placing and subscription for the Open
Offer Shares in full, upon Admission, the Enlarged Share Capital is
expected to be 2,666,931,677 Ordinary Shares. On this basis, the
Placing Shares will represent approximately 57.3 per cent. of the
Enlarged Share Capital.
Related Party Transaction
As part of the Placing, Unicorn VC, a substantial shareholder of
the Company and therefore a Related Party as defined by the AIM
Rules ("Related Party"), has subscribed for a total of 285,714,290
Placing Shares at the Issue Price under the Placing. Following
completion of the Fundraising, Unicorn VC will have an aggregate
interest in 485,714,290 Ordinary Shares, representing 18.2 per
cent. of the enlarged share capital* of the Company.
Adam Denning, a Non-Executive Director of the Company and a
Related Party, has subscribed for a total of 1,428,570 Placing
Shares at the Issue Price under the Placing. Following completion
of the Fundraising, he will have an aggregate interest in 2,958,981
Ordinary Shares, representing 0.1 per cent. of the enlarged share
capital* of the Company. Certain other Directors have indicated
their intention to subscribe for New Ordinary Shares in the Open
Offer.
The Directors who are independent of the Fundraising, having
consulted with the Company's nominated adviser, consider that the
terms of the participation in the Fundraising by Unicorn and
certain of the Directors are fair and reasonable insofar as its
shareholders are concerned.
*assuming the Open Offer is fully subscribed
The capitalised terms used in this announcement have the same
meanings as in the announcement published by the
Company at approximately 7.01 a.m. today unless otherwise stated.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014 (MAR).
Enquiries:
Feedback plc +44 (0)1954 718072
Tom Oakley, CEO IR@fbk.com
Lindsay Melvin, CFO
Panmure Gordon (UK) Limited (NOMAD
and Broker)
Emma Earl/Freddy Crossley (Corporate
Finance)
Rupert Dearden (Corporate Broking) +44 (0)20 7886 2500
Walbrook PR Ltd Tel: 020 7933 8780 or feedbackplc@walbrookpr.com
Paul McManus/Nick Rome/Nicholas Johnson 07980 541 893 or 07748 325 236
or 07884 664 686
Notes to Editors
Feedback plc (AIM: FDBK) is a pioneer of regulated clinical
communication products. Its core product, Bleepa, is a
revolutionary medical imaging communications app, providing an
easy-to-use, high quality tool to enable remote and secure
communications between front-line clinicians and teams.
Importantly, it is the only CE marked medical imaging
communications platform on the NHSx clinical communications tools
framework. Bleepa has unparalleled functionality for everyday
practice and can be accessed from any internet-connected device,
enabling control of patient cases when on the go.
Its highly scalable Software as a Service ("SaaS") based revenue
model will provide increasing levels of visibility as the Company
grows its customer base. With a growing distribution base and
technology in place, the focus is on leveraging key relationships
in order to drive sales both in the UK and internationally to all
forms of care providers. As a fully certified medical device,
Bleepa aims to disrupt the medical imaging communications market
and, importantly, increase the accuracy and speed of clinical
review.
IMPORTANT NOTICE
No action has been taken by the Company, Panmure Gordon, or any
of their respective affiliates, that would, or which is intended
to, permit a public offer of the New Ordinary Shares in any
jurisdiction or the possession or distribution of this announcement
or any other offering or publicity material relating to the New
Ordinary Shares in any jurisdiction where action for that purpose
is required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this announcement
comes shall inform themselves about, and observe, such
restrictions. No prospectus will be made available in connection
with the matters contained in this announcement and no such
prospectus is required (in accordance with the Prospectus
Directive) to be published.
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN,
IS FOR INFORMATION PURPOSES ONLY, IS NOT INTED TO AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR
SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE NEW
ORDINARY SHARES OR ANY OTHER SECURITY IN THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS
TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the FCA, is acting as nominated adviser, sole broker and
sole bookrunner to the Company in relation to the Placing and
Admission and is not acting for any other persons in relation to
the Placing and Admission. Panmure Gordon is acting exclusively for
the Company and for no one else in relation to the matters
described in this announcement and is not advising any other person
and accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Panmure Gordon, or for providing advice in relation to the contents
of this announcement or any matter referred to in it. The
responsibilities of Panmure Gordon as the Company's nominated
adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to London Stock Exchange plc and
are not owed to the Company or to any director or shareholder of
the Company or any other person, in respect of his decision to
acquire shares in the capital of the Company in reliance on any
part of this announcement, or otherwise. 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 Panmure Gordon or the Company
or any of their respective affiliates or any of their respective
directors, officers, employees, advisers or representatives
(collectively, "Representatives") 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 therefor is
expressly disclaimed.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the New Ordinary Shares. Any
investment decision to buy New Ordinary Shares in the Fundraising
must be made solely on the basis of publicly available information,
which has not been independently verified by Panmure Gordon, and
the Circular. The price of Ordinary Shares and any income from them
may go down as well as up and investors may not get back the full
amount invested on disposal of the Ordinary Shares. The New
Ordinary Shares will not be admitted to trading on any stock
exchange other than AIM, a market operated by the London Stock
Exchange.
This announcement may contain "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "would,
"could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Company to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. None of the Company,
Panmure Gordon, or their respective directors, officers, employees,
agents, affiliates and advisers, or any other party undertakes or
is under any duty to update this announcement or to correct any
inaccuracies in any such information which may become apparent or
to provide you with any additional information, other than any
requirements that the Company may have under applicable law. To the
fullest extent permissible by law, such persons disclaim all and
any responsibility or liability, whether arising in tort, contract
or otherwise, which they might otherwise have in respect of this
announcement. The information in this announcement is subject to
change without notice.
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END
ROIEADFAELNFFFA
(END) Dow Jones Newswires
November 02, 2021 09:52 ET (13:52 GMT)
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