TIDMCALL
RNS Number : 7839Q
Cloudcall Group PLC
02 March 2021
THIS 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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION WITHDRAWL ACT 2018 ("MAR"). IN
ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. 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.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
2 March 2021
CloudCall Group plc
("CloudCall", the "Company" or the "Group")
Results of Accelerated Bookbuild
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
that following the announcement made on 1 March 2021 regarding the
proposed conditional Placing and PrimaryBid Offer, the Company has
received additional demand to increase the overall size of the
fundraise to GBP7.5 million (total gross proceeds), raising GBP7.2
million via the placing of 8,845,284 Placing Shares at the Issue
Price of 81.5 pence per Placing Share and raising GBP291k via the
placing of 357,169 PrimaryBid Shares at the Issue Price.
The issue of the Placing Shares and PrimaryBid Shares is subject
to, inter alia, Shareholder approval to enable the issue of the New
Ordinary Shares, which will be sought at a General Meeting of the
Company expected to be held virtually at 11.00 a.m. on 25 March
2021. In view of current guidance issued by the UK government
restricting social gatherings, which would prohibit Shareholders
attending the General Meeting, the Company requests that
shareholders vote on the Resolutions by appointing the Chairman of
the General Meeting as a proxy and giving voting instructions in
advance, either using the Form of Proxy via post or through CREST.
For the same reasons, the Company, with regret, requests that
Shareholders do not attend the General Meeting in person
irrespective of whether the restrictions on social gatherings
remain in place.
Subject to, inter alia, Shareholder approval, the New Ordinary
Shares in relation to the EIS / VCT Placing Shares are expected to
be admitted to trading on AIM on or around 26 March 2021 and the
New Ordinary Shares in relation to the General Placing and
PrimaryBid Offer are expected to be admitted to trading on AIM on
or around 29 March 2021. Applications will be made in due course to
the London Stock Exchange for the New Ordinary Shares to be
admitted to trading on AIM.
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.
A circular, containing further details of the Fundraising and
convening the General Meeting in order to pass the Resolutions (the
"Circular") and a form of proxy are expected to be despatched to
Shareholders later today. The Circular will thereafter be available
on the Company's website at https://www.cloudcall.com/.
Canaccord Genuity acted as Nomad, Sole Broker and Bookrunner to
the Company on the Placing and PrimaryBid Offer.
Next steps
In order for the Placing and PrimaryBid Offer to proceed,
Shareholders are required to approve the proposed issuance of the
Placing Shares and the PrimaryBid Shares at the General
Meeting.
The expected timetable relating to the Placing and the
PrimaryBid Offer is set out below.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Placing and PrimaryBid 1 March 2021
Offer
Expected posting of Circular and Forms of 2 March 2021
Proxy
Latest time and date for receipt of Forms 11.00 a.m. on 23 March
of Proxy and CREST proxy instructions 2021
General Meeting 11.00 a.m. on 25 March
2021
Results of the General Meeting announced 25 March 2021
through a RIS
Expected date for EIS/VCT Admission and 8.00 a.m. on 26 March
commencement of dealings of the EIS/VCT 2021
Placing Shares
Expected date for EIS/VCT Placing Shares 26 March 2021
to be credited to CREST stock accounts
Expected date for General Admission and 8.00 a.m. on 29 March
commencement of dealings of the General 2021
Placing Shares and PrimaryBid Shares
Expected date for General Placing Shares 29 March 2021
and PrimaryBid Shares to be credited to
CREST stock accounts
Expected date for despatch of definitive within 10 business days
share certificates for EIS/VCT Placing Shares following allotment
Expected date for despatch of definitive within 10 business days
share certificates for General Placing Shares following allotment
and PrimaryBid Shares
Long Stop Date 8.00 a.m. on 12 April
2021
Notes:
(i) References to times in this Announcement are to London time (unless otherwise stated).
(ii) Certain of the events in the above timetable are
conditional upon, amongst other things, the approval of the
Resolutions to be proposed at the General Meeting.
(iii) If any of the above times or dates should change, the
revised times and/or dates will be notified by an announcement to
an RIS.
Related Party Transaction
Gresham House Asset Management Limited ("Gresham House") and
Canaccord Genuity Wealth Management ("CGWM") are each considered to
be a 'Substantial Shareholder' under the AIM Rules and are
subscribing for 1,349,417 Placing Shares and 2,152,417 Placing
Shares respectively. Gresham House are subscribing for EIS/VCT
Placing Shares and CGWM are subscribing for 925,430 EIS/VCT Placing
Shares and 1,226,987 General Placing Shares. The Placing
participation for both Gresham House and CGWM constitutes related
party transactions under Rule 13 of the AIM Rules. The Directors
consider that, having consulted with Canaccord Genuity, the terms
of Gresham House's and CGWM's participation in the Placing are fair
and reasonable insofar as Shareholders are concerned.
Terms and definitions used in this announcement shall have the
same meaning as ascribed to them in the Company's announcement
published yesterday regarding the Placing and PrimaryBid Offer
unless otherwise stated.
The person responsible for arranging the release of this
announcement on behalf of the Company is Simon Cleaver, Chief
Executive Officer, of the Company.
For further information please visit https://www.cloudcall.com/
or contact:
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
Thomas Diehl
Sam Lucas (ECM)
About CloudCall Group Plc:
CloudCall is a software and integrated 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 and improve
performance.
The CloudCall suite of software products allows companies to
fully integrate telephony, messaging and contact centre
capabilities into their existing customer relationship management
(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 December 2020, the Company had approximately 160
staff based in Leicester (UK), Boston (US). Sydney (AUS) and Minsk
(BY) with over 48,000 end-users relying on CloudCall technology to
power their CRM integrated communications.
IMPORTANT NOTICES
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, 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.
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END
ROIUARORASUORUR
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March 02, 2021 02:00 ET (07:00 GMT)
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