TIDMFDBK
RNS Number : 0323A
Feedback PLC
20 September 2022
Feedback plc
Notice of AGM & Proposed Share Consolidation
Feedback plc (AIM: FDBK, "Feedback" or the "Company"), the
specialist medical imaging technology company, announces that the
Notice of Annual General Meeting ("AGM") and Form of Proxy have
been posted to investors today.
The AGM will be held at Temple Chambers, 1-3 Temple Avenue,
London, EC4Y 0DT, on Thursday 13 October 2022 at 11:00 a.m.
The Notice of AGM details eleven resolutions which include a
notice of an intended share consolidation on the terms set out
below and within the explanatory memorandum included in the Notice
of AGM. The Notice of AGM will be available on the Company's
website shortly.
Proposed Share Consolidation
The Company's current issued share capital totals over 2.6
billion ordinary shares of GBP0.0025 each.
The Directors believe that this capital structure impacts the
Company's share price as the high number of Existing Ordinary
Shares in issue combined with the relatively low price per share is
thought to result in excess volatility, reduced liquidity and a
widening in the market bid and ask share price spread in the
Company's shares. In order to reduce the number of issued shares to
a more appropriate number, the Company is proposing (through
Resolution 10 of the Notice of AGM) a 200:1 share consolidation
where the existing ordinary shares of GBP0.0025 ("Existing Ordinary
Share") are consolidated into new ordinary shares of GBP0.50 each
("Share Consolidation").
The effect of the Share Consolidation will be that shareholders
holding Existing Ordinary Shares on the Company's register of
members at 6 p.m. on 13 October 2022 (the 'Share Consolidation Date
of Effect') will, on the implementation of the Share Consolidation,
hold:
1 New Ordinary Share for every 200 Existing Ordinary Shares held
at 13 October 2022.
The Directors' consider that the Share Consolidation will result
in a more appropriate share capital structure for the Company which
is expected to:
-- increase the Company's share price proportionately which may
consequently positively impact the liquidity of and trading
activity in the Company's shares;
-- provide the basis for a potential narrowing of the bid and
offer spread in the Company's shares;
-- provide the basis for enhanced perception of the Company and
its prospects, improving its marketability to a wider investor
group.
Accordingly, the Directors believe that the Share Consolidation
is in the best interests of shareholders and is necessary in order
to provide the Company with a suitable share capital structure that
will facilitate future growth opportunities. The Share
Consolidation requires the approval of the Company's shareholders
("Shareholders") by way of ordinary resolution at the AGM
("Consolidation Resolution") accordingly the Directors unanimously
recommend Shareholders to vote in favour of the Consolidation
Resolution to be proposed at the AGM.
As all shareholdings in the Company will be consolidated, the
number of ordinary shares held by each shareholder will be reduced
as a result of the Share Consolidation, but the percentage of the
total issued ordinary share capital of the Company held by each
shareholder immediately before and following the Share
Consolidation will, save for fractional entitlements, remain
unchanged.
Application will be made to the London Stock Exchange for the
new ordinary shares resulting from the Consolidation ("New Ordinary
Shares") to be admitted to trading on the AIM Market in place of
the Existing Ordinary Shares ("Admission"). Subject to Resolution
10 being passed, dealings in the Existing Ordinary Shares will
cease on 6pm on 13 October 2022 and it is expected that admission
will become effective and that dealings in the New Ordinary Shares
will commence on 8.00am on 14 October 2022.
Expected Timetable of Principal Events(1)
Publication and posting of Notice of A 20 September 2022
GM
Latest time and date for return of Form 11.00 a.m. on 11 October
of Proxy for A GM 2022
--------------------------
AGM 11.00 a.m. on 13 October
2022
--------------------------
Announcement of the result of the AGM 13 October 2022
--------------------------
Record Date and final date for trading 6.00 p.m. on 13 October
in Existing Ordinary Shares 2022
--------------------------
Expected Admission to trading on AIM of 8.00 a.m. on 14 October
the Consolidated Ordinary Shares arising 2022
from the Consolidation
--------------------------
(1) The above times and/or dates are indicative only and may
change. If any of the above times and/or dates change, the revised
times and/or dates will be notified by announcement through a
Regulatory Information Service.
Proposed Capital Reorganisation
Number of Existing Ordinary Shares in issue
at the date of this AGM notice 2,666,931,677
Number of Existing Ordinary Shares expected
to be in issue on the Record Date 2,666,931,677
Conversion ratio of Existing Ordinary Shares
to Consolidated Ordinary Shares 200:1
Total number of Consolidated Ordinary Shares
in issue following Share Consolidation 13,334,659
Nominal share value pre- Share Consolidation GBP0.0025
Nominal share value post- Share Consolidation GBP0.50
ISIN code for Consolidated Ordinary Shares GB00BJN59X09
SEDOL code for the Consolidated Ordinary BJN59X0
Shares
All Shareholders are encouraged to submit their vote using the
proxy form enclosed with the Notice of AGM. Details of how to do
this are contained in the document. All valid proxy votes will be
included in the poll to be taken at the meeting.
-Ends-
Enquiries:
Feedback plc +44 (0) 20 3997 7634
Tom Oakley, CEO IR@fbk.com
Anesh Patel, 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 07980 541 893 or 07748 325 236
or 07884 664 686
About Feedback
Feedback plc helps clinical teams to make better decisions
faster for patients. We design products that enhance clinician
access to patient data and to their colleagues. Our unique approach
centres around individual patient episodes, into which we pull
relevant clinical data from hospital systems and around which we
build remote clinical teams for collaboration. As a result, we
produce a digital infrastructure that makes patient data available
to clinicians in multiple settings, in a format that enables them
to meaningfully interact with it, providing flexibility to
clinicians and free movement of patients between provider settings
- clinicians can practice from anywhere and patients can attend any
care provider for treatment.
Our products Bleepa and CareLocker work together to deliver
unparalleled value to our customers. Bleepa is our application
layer and sits on top of CareLocker as our data layer. Bleepa is a
clinician facing platform that displays clinical results from a
patient's CareLocker at a certified and regulated quality, that is
suitable for clinical use and enables dialogue on a
patient-by-patient basis with colleagues through a secure,
auditable chat interface that links back to the patient medical
record. The CareLocker data storage model is built around the
patient. Our vision is one where relevant clinical data is always
available to the patient as well as to any care setting that they
may attend - a federated data architecture with the patient as the
tenant.
The Company has a number of growth opportunities domestically
and internationally across a range of markets including the NHS,
the veterinary market and private healthcare providers and its
highly scalable Software as a Service ("SaaS")-based revenue model
is expected to provide increasing levels of visibility as the
Company grows its customer base.
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END
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