TIDMCALL
RNS Number : 4286Z
Cloudcall Group PLC
24 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
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
EXERCISE OF OPTIONS, ISSUE OF EQUITY AND RULE 2.9
ANNOUNCEMENT
CloudCall Group plc (AIM: CALL, OTCQX: CLLLF) ("CloudCall" or
the "Company"), a leading cloud-based software business that
integrates communications technology into Customer Relationship
Management (CRM) platforms, announces that, following the Court
sanctioning the Scheme in relation with the recommended cash offer
by Xplorer Capital Growth I, LLC earlier today, the Company has
today allotted and issued a total of 915,958 new ordinary shares of
GBP0.20 each in the Company ("New Ordinary Shares"). The New
Ordinary Shares have been issued pursuant to the exercise of
options in accordance with proposals made to participants in the
CloudCall Share Plans in accordance with Rule 15 of the Code, as
described in Part 2 of the scheme document published on 15 December
2021 (the "Scheme Document"). The issue of New Ordinary Shares
follows the exercise of 532,624 options by certain employees and
former employees and 383,334 options exercised today by the
following PDMRs, resulting in the issue of the following number of
New Ordinary Shares:
CloudCall PDMR Number of New Total Holding % Holding
Ordinary Shares
Simon Cleaver 250,000 1,130,344 2.31%
----------------- -------------- ----------
Paul Williams 133,334 264,281 0.54%
----------------- -------------- ----------
Notifications by the CloudCall PDMRs in accordance with the
Market Abuse Regulation are set out in the Appendix to this
announcement.
As a result of the exercise of options, application has been
made for the New Ordinary Shares to be admitted to trading on AIM
("Admission") and it is expected that Admission will become
effective and trading will commence at 8.00 a.m. on 25 January
2022. The New Ordinary Shares will rank pari passu with the
existing shares of the Company.
In accordance with Rule 2.9 of the City Code on Takeovers and
Mergers, CloudCall confirms that, on 24 January 2022 (the date of
this announcement), it has 48,945,174 ordinary shares of GBP0.20
each in issue. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules. The International Securities Identification
Number ("ISIN") for CloudCall Shares is GB00B4XS5145.
Capitalised terms used in this announcement, unless otherwise
defined, have the same meanings as set out in the Scheme Document,
a copy of which is available, subject to certain restrictions
relating to persons in Restricted Jurisdictions, on CloudCall's
website at https://cloudcall.com/investor/offer-for-cloudcall/
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
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.
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.
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.
APPIX
1 Details of Persons Discharging Managerial Responsibilities
('PDMR') / person closely associated with them ('PCA')
a) Name Simon Cleaver
------------------------- ----------------------------------------
2 Reason for notification
-------------------------------------------------------------------
a) Position / status Chief Executive Officer
------------------------- ----------------------------------------
b) Initial notification Initial Notification
/ amendment
------------------------- ----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name CloudCall Group plc
------------------------- ----------------------------------------
b) LEI 213800CQVFAG2XRDDA80
------------------------- ----------------------------------------
4 Details of the transaction(s):
-------------------------------------------------------------------
a) Description of the Options over ordinary shares of GBP0.20
financial instrument each
Identification code ISIN: GB00B4XS5145
------------------------- ----------------------------------------
b) Nature of transaction Exercise of options
------------------------- ----------------------------------------
c) Price(s) and volume(s) GBP0.70 / 118,333
GBP0.70 / 131,667
------------------------- ----------------------------------------
d) Aggregated information N/A (single transaction)
Aggregated volume
Price
------------------------- ----------------------------------------
e) Date of the transaction 24 January 2022
------------------------- ----------------------------------------
f) Place of the transaction London Stock Exchange, AIM
------------------------- ----------------------------------------
1 Details of Persons Discharging Managerial Responsibilities
('PDMR') / person closely associated with them ('PCA')
a) Name Paul Williams
------------------------- ----------------------------------------
2 Reason for notification
-------------------------------------------------------------------
a) Position / status Chief Financial Officer
------------------------- ----------------------------------------
b) Initial notification Initial Notification
/ amendment
------------------------- ----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name CloudCall Group plc
------------------------- ----------------------------------------
b) LEI 213800CQVFAG2XRDDA80
------------------------- ----------------------------------------
4 Details of the transaction(s):
-------------------------------------------------------------------
a) Description of the Options over ordinary shares of GBP0.20
financial instrument each
Identification code ISIN: GB00B4XS5145
------------------------- ----------------------------------------
b) Nature of transaction Exercise of options
------------------------- ----------------------------------------
c) Price(s) and volume(s) GBP0.70 / 111,667
GBP0.70 / 21,667
------------------------- ----------------------------------------
d) Aggregated information N/A (single transaction)
Aggregated volume
Price
------------------------- ----------------------------------------
e) Date of the transaction 24 January 2022
------------------------- ----------------------------------------
f) Place of the transaction London Stock Exchange, AIM
------------------------- ----------------------------------------
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END
IOEBIMATMTJTBAT
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January 24, 2022 10:40 ET (15:40 GMT)
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