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.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

ODPQELFFFLLFFBX

(END) Dow Jones Newswires

December 15, 2021 11:44 ET (16:44 GMT)

Cloudcall (LSE:CALL)
Gráfica de Acción Histórica
De Feb 2024 a Mar 2024 Haga Click aquí para más Gráficas Cloudcall.
Cloudcall (LSE:CALL)
Gráfica de Acción Histórica
De Mar 2023 a Mar 2024 Haga Click aquí para más Gráficas Cloudcall.