CALL Cloudcall Group Plc

TIDMCALL

RNS Number : 4072Z

Cloudcall Group PLC

24 January 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

24 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

COURT SANCTION OF SCHEME OF ARRANGEMENT

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"), to be effected by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The scheme document in connection with the Acquisition was published on 15 December 2021 (the "Scheme Document"). Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document.

On 17 January 2022, the Scheme was approved by the requisite majorities of Scheme Shareholders at the Court Meeting and the Special Resolution to implement the Scheme was approved by the requisite majority of CloudCall Shareholders at the General Meeting.

CloudCall is pleased to announce that the High Court of Justice of England and Wales has today made an order sanctioning the Scheme under section 899 of the Companies Act 2006 pursuant to which the Acquisition is being implemented.

Next steps

CloudCall hereby confirms that the Scheme Record Time for the Scheme will be 6.00 p.m. (London time) on 25 January 2022. Scheme Shareholders on CloudCall's register at the Scheme Record Time will, upon the Scheme becoming effective in accordance with its terms, be entitled to receive consideration as provided for in the Scheme Document.

It is anticipated that the Effective Date of the Scheme will be 26 January 2022, which is when a copy of the Court Order is expected to be delivered to the Registrar of Companies. There has been no change to the expected timetable of principal events relating to the Scheme that was set out in the appendix to the announcement dated 15 December 2021.

As announced on 15 December 2021, a request has been made for the cancellation of the admission to trading of CloudCall Shares on the London Stock Exchange's AIM market. Notice has also been given such that CloudCall Shares shall have their OTCQX designation withdrawn.

The last day of dealings in, and for the registration of transfers of, and disablement in CREST of, CloudCall Shares, is expected to be tomorrow, 25 January 2022, and trading in CloudCall Shares on the London Stock Exchange's AIM market will be suspended with effect from 7.30 a.m. (London time) on 26 January 2022.

It is expected that, subject to the Scheme becoming Effective on 26 January 2022, the admission to trading of CloudCall Shares on the London Stock Exchange's AIM market will be cancelled and the OTCQX designation shall be withdrawn with effect from 7.00 a.m. (London time) and open of business in New York, respectively, on 27 January 2022.

Further announcements will be made when the Scheme becomes Effective and when the admission to trading of CloudCall Shares has been cancelled and the CloudCall Shares have had their OTCQX designation withdrawn.

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 retained as legal adviser to CloudCall .

Slaughter and May is retained as legal adviser to Xplorer Capital.

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 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 Listing 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.

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

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

The Acquisition relates to the shares of a UK company and is being made by way of a scheme of arrangement provided for under Part 26 of the Companies Act. The Acquisition, implemented by way 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 requirements and practices applicable to a scheme of arrangement involving a target company in England listed on the London Stock Exchange, which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If, in the future, Xplorer Capital exercises its right to implement the Acquisition by way of an Offer and determines to extend the Offer into the United States, the Acquisition will be made in compliance with applicable US laws and regulations.

It may be difficult for US CloudCall Shareholders to enforce their rights and any claim arising out of the US federal laws or the laws of any state or other jurisdiction in the US, because CloudCall is located in a non-US country, and some or all of its officers and directors are residents of a non-US country. US CloudCall Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the federal US laws or the laws of any state or other jurisdiction in the US. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

US CloudCall Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein US CloudCall Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Forward Looking Statements

This announcement contains certain forward-looking statements with respect to Xplorer Capital, CloudCall and the Enlarged Group. These forward-looking statements include information concerning future strategic objectives, business prospects, anticipated savings, financial results (including expenses, earnings, liquidity, cash flow and capital expenditures), industry or market conditions, demand for and pricing of our products, acquisitions and divestitures, anticipated results of litigation, regulatory developments, effects of accounting pronouncements, and general economic conditions. In addition, words such as "believes", "expects", "anticipates", "plans", "estimates", and future or conditional verbs such as "will", "may", "could", "should", and "would", as well as any other statement that necessarily depends on future events, are intended to identify forward-looking statements. Forward-looking statements are not guarantees, and they involve risks, uncertainties and assumptions.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Xplorer Capital or CloudCall or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither Xplorer Capital nor CloudCall undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Publication on website

A copy of this announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.2 of the Code 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 http://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.

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January 24, 2022 08:00 ET (13:00 GMT)