TIDMCALL

RNS Number : 7094Y

Cloudcall Group PLC

17 January 2022

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 SUCH JURISDICTION

FOR IMMEDIATE RELEASE

17 JANUARY 2022

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 way of a scheme of arrangement under Part 26 of the Companies Act 2006

RESULTS OF COURT MEETING AND GENERAL MEETING HELD ON 17 JANUARY 2022

On 9 December 2021, the directors of CloudCall Group plc ("CloudCall") 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"). 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.

CloudCall is pleased to announce the results of the Court Meeting and General Meeting held today in connection with the Acquisition to be effected by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

At the Court Meeting, as more particularly described below, the requisite majority of Scheme Shareholders voted in favour of the resolution to approve the Scheme.

At the General Meeting, as more particularly described below, the requisite majority of CloudCall Shareholders voted to pass the Special Resolution.

Full details of the resolutions that were proposed are set out in the notices of the Court Meeting and General Meeting contained in the scheme document published on 15 December 2021 in connection with the Acquisition (the "Scheme Document").

The total number of CloudCall Shares in issue at the Voting Record Time was 48,029,216 (with no CloudCall Shares in treasury). Therefore, the total number of voting rights in CloudCall on the Voting Record Time was 48,029,216.

Voting results of the Court Meeting

The results of the poll at the Court Meeting are set out in the table below. Each Scheme Shareholder present in person, or remotely via the Virtual Meeting Platform, or by proxy, was entitled to one vote for each Scheme Share held at the Voting Record Time.

 
 Results of Court           FOR          AGAINST             TOTAL 
  Meeting 
 Number of Scheme 
  Shares voted          32,452,147     7,290,347      39,742,494 
                       -------------  -------------  -------------------- 
 Percentage of 
  Scheme Shares 
  voted (1)             81.66%         18.34%         100% 
                       -------------  -------------  -------------------- 
 Number of Scheme 
  Shareholders 
  who voted             38             6              41 (2) 
                       -------------  -------------  -------------------- 
 Number of Scheme 
  Shares voted 
  as a percentage 
  of the issued 
  ordinary share 
  capital eligible 
  to be voted at 
  the Court Meeting 
  (1)                   67.57%         15.18%         82.75% 
                       -------------  -------------  -------------------- 
 
 
 (1) Rounded to two decimal places. 
 (2) The aggregate of Scheme Shareholders voting for and against 
  the resolution exceeds the total number of Scheme Shareholders 
  who voted because three registered members gave instructions 
  for votes to be cast in favour of the resolution in respect 
  of part of their holding of Scheme Shares and against the 
  resolution in respect of another part of their holding of 
  Scheme Shares. 
 
 

Voting results of the General Meeting

The results of the poll at the General Meeting are set out in the table below. Each CloudCall Shareholder present in person, remotely via the Virtual Meeting Platform or by proxy was entitled to one vote for each CloudCall Share held at the Voting Record Time.

 
                            FOR                  AGAINST           TOTAL        WITHHELD 
                                                                                   (1) 
 Special            No. of       % of      No. of      % of      No. of       No. of votes 
  Resolution         votes        votes     votes       votes     votes 
                                  (2)                   (2) 
                   -----------  --------  ----------  --------  -----------  ------------- 
 (A) Directors' 
  authorisation 
  to implement 
  the Scheme 
  (B) Amendment 
  of the 
  articles 
  of association 
  of CloudCall      31,226,449   82.79%    6,490,467   17.21%    37,716,916   0 
                   -----------  --------  ----------  --------  -----------  ------------- 
(1) A vote withheld is not a vote in law and is not counted 
 in the calculation of the proportion of votes 'For' or 'Against' 
 the Special Resolution. 
(2) Rounded to two decimal places. 
 
 

Effective Date and Timetable

The expected timetable of principal events for the implementation of the Scheme remains as set out in the Scheme Document and is also set out in the Appendix to this announcement.

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, with such announcement being made available on CloudCall's website at: https://cloudcall.com/investor/offer-for-cloudcall/ .

General

Copies of the resolutions passed at the Court Meeting and the General Meeting will be submitted today to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The Scheme Document is also available for inspection on the National Storage Mechanism.

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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.

The person responsible for arranging the release of this announcement on behalf of CloudCall is Simon Cleaver, Chief Executive Officer.

Further Information

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.

The Acquisition will be made solely pursuant to the terms of the Scheme Document, which, together with the Forms of Proxy, contains the full terms and conditions of the Acquisition. Any voting decision or response in relation to the Acquisition should be made solely on the basis of the information contained in the Scheme Document.

This announcement does not constitute a prospectus or a prospectus equivalent document.

This announcement and any documents referred to in it have been prepared for the purpose of complying with English law, the City Code on Takeovers and Mergers (the "Code") and the AIM Rules and the 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.

Important notices relating to financial advisers

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 shareholders

The release, publication or distribution of this announcement in 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 (including Restricted Jurisdictions) should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with applicable legal or regulatory requirements of any jurisdiction may constitute a violation of securities laws in that 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. This announcement has been prepared for the purpose of complying with English law and the Code and the 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 Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted 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 or any jurisdiction where to do so would constitute a violation of the laws of such 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 acceptance of the Acquisition.

Further details in relation to CloudCall Shareholders in overseas jurisdictions are contained in the Scheme Document.

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 or will have 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.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (sub ject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at https://cloudcall.com/investor/offer-for-cloudcall/ and www.xplorer.vc/disclaimer/ by no later than 12 noon on the Business Day following the date of this announcement.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

Hard copy documents

In accordance with Rule 30.3 of the Code, CloudCall Shareholders, persons with information rights and participants in the CloudCall Share Schemes may request a hard copy of this announcement by contacting Link Group, 10(th) Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL or by calling Link Group on +44 (0) 371 664 0300. 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 are open between 9.00 a.m. to 5.30 p.m. (London time), 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 be sent to them in relation to the Acquisition in hard copy form.

Information relating to CloudCall Shareholders

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 of the Code to comply with Rule 2.11(c) of the Code.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 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 p.m. (London time) on the 10(th) Business Day (as defined in the Code) following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10(th) Business Day (as defined in the Code) 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 1 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(s), 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 p.m. (London time) on the Business Day (as defined in the Code) 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129.

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)

 
 Sanction Hearing                                             24 January 2022 
  Last day of dealings in, and for the registration           25 January 2022 
   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 of,                  7.30 a.m. 26 January 
  and dealings in, CloudCall Shares on AIM                               2022 
  Effective Date of the Scheme(2)                             26 January 2022 
  De-listing of CloudCall Shares from AIM(3)             7.00 a.m. 27 January 
                                                                         2022 
                                                               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(4) 
 

(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 and, if required by the Panel, post notice of the change(s) to CloudCall Shareholders and persons with information rights.

(2) The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies.

(3) CloudCall will also be arranging for withdrawal of the Company's securities from OTCQX designation following the Effective Date.

(4) 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.

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END

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January 17, 2022 09:21 ET (14:21 GMT)

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