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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