TIDMCALL
RNS Number : 2301O
Cloudcall Group PLC
30 September 2019
THIS ANNOUNCEMENT (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.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
30 September 2019
CloudCall Group plc
("CloudCall" or the "Company")
Open Offer Information
Further to the announcement published this morning, CloudCall
Group plc (AIM: CALL), a leading cloud-based software business that
integrates communications technology with Customer Relationship
Management ("CRM") platforms, provides the following information in
relation to the Open Offer process (the "Open Offer").
The Company is pleased to offer all Qualifying Shareholders with
the opportunity to participate in the announced Open Offer of up
502,604 Open Offer shares, to raise up to approximately GBP0.5
million, which will be made at the price of 100 pence per Ordinary
Share (the "Issue Price"). The net proceeds from the Open Offer
will be used to further strengthen the Company's balance sheet. The
Open Offer is being made on the basis of:
1 Open Offer Share for every 53 Existing Ordinary Shares
held on the Record Date, at 100 pence each, payable in full on
acceptance.
Qualifying Shareholders subscribing for their full entitlement
under the Open Offer may also request additional Open Offer Shares
through the Excess Application Facility. The Open Offer is not
underwritten. Details of the Open Offer will be contained in the
Circular.
The issue of the Placing Shares and the Open Offer Shares are
conditional, inter alia, on the passing by Shareholders of the
resolutions at the General Meeting of the Company, which is
expected to be convened for 11.00 a.m. on 21 October 2019.
Application will be made in due course to the London Stock
Exchange for the EIS/VCT Placing Shares, General Placing Shares and
the Open Offer Shares to be admitted to trading on AIM. EIS/VCT
Admission of the EIS/VCT Placing Shares are expected to be become
effective and dealings in such shares are expected to commence at
8.00 a.m. on 22 October 2019. General Admission for the General
Placing Shares and the Open Offer Shares is expected to become
effective and dealings in such shares are expected to commence at
8.00 a.m. on 23 October 2019.
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 Open Offer provides Qualifying Shareholders with an
opportunity to participate in the proposed issue of the New
Ordinary Shares whilst providing the Company with additional
capital to further strengthen its balance sheet
The Circular, containing further details of the Placing and Open
Offer and convening the General Meeting, an Application Form
setting out each Qualifying Shareholder's Basic Entitlements and a
proxy form is expected to be despatched to Shareholders on or
around 2 October 2019 and will thereafter be available on the
Company's website at: https://www.cloudcall.com/investor-zone/.
The definitions referenced in this announcement, remain in line
with those from the announcement published at 7:01 a.m. (UK) on 30
September 2019, unless otherwise stated.
1. Expected Timetable of Principal Events
The expected timetable relating to the Placing and the Open
Offer is set out below.
Event Date
---------------------------------------------- --------------------------------------
Record Date for the Open Offer 5.00 p.m. on 30 September 2019
Announcement of the Placing 7.01 a.m. on 30 September 2019
and Open Offer
Existing Ordinary Shares marked 8.00 a.m. on 1 October 2019
"ex" by the London Stock Exchange
Expected posting of Circular 2 October 2019
Basic and Excess Entitlements 3 October 2019
credited to stock accounts in
CREST of Qualifying CREST Holders
Recommended latest time for 4.30 p.m. on 11 October 2019
requesting withdrawal of Basic
Entitlements and Excess Entitlements
from CREST
Latest time for depositing Basic 3.00 p.m. on 14 October 2019
Entitlements and/or Excess Entitlements
into CREST
Latest time and date for splitting 3.00 p.m. on 15 October 2019
of Application Forms (to satisfy
bona fide market claims only)
Latest time and date for receipt 11.00 a.m. on 17 October 2019
of Forms of Proxy
Latest time and date for receipt 11.00 a.m. on 17 October 2019
of completed Application Forms
and payment in full under the
Open Offer or settlement of
relevant CREST instruction (as
appropriate)
General Meeting 11.00 a.m. on 21 October 2019
Results of the General Meeting 21 October 2019
announced through a RIS
Expected date for EIS/VCT Admission 8.00 a.m. on 22 October 2019
and commencement of dealings
of the EIS/VCT Placing Shares
Expected date for EIS/VCT Placing 22 October 2019
Shares to be credited to CREST
stock accounts
Expected date for General Admission 8.00 a.m. on 23 October 2019
and commencement of dealings
of the General Placing Shares
and Open Offer Shares
Expected date for General Placing 23 October 2019
Shares and Open Offer Shares
to be credited to CREST stock
accounts
Expected date for despatch of by 29 October 2019
definitive share certificates
for EIS/VCT Placing Shares
Expected date for despatch of by 30 October 2019
definitive share certificates
for General Placing Shares and
Open Offer Shares
Long Stop Date 8.00 a.m. on 5 November 2019
Notes
Each of the times and dates in the above timetable, and shown
elsewhere in this Announcement, are indicative only and if any of
the details contained in the timetable above should change, the
revised times and dates will be notified to Shareholders by means
of an announcement through a Regulatory Information Service.
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
About CloudCall Group Plc:
CloudCall is a software and unified 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.
The CloudCall suite of software products allows companies to
fully integrate telephony and messaging capability into their
existing 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 2019, the Company had approximately 150 staff
based predominantly in Leicester and London (UK), Boston (US) and
Minsk (BY), with just under 37,000 end-users relying on CloudCall
technology to power their daily communications.
IMPORTANT NOTICE
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 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 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 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 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, Canada, 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.
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.
END
IOEURUNRKVAKOAR
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