TIDMCALL

RNS Number : 7839Q

Cloudcall Group PLC

02 March 2021

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION WITHDRAWL ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.

2 March 2021

CloudCall Group plc

("CloudCall", the "Company" or the "Group")

Results of Accelerated Bookbuild

CloudCall (AIM: CALL; OTCQX: CLLLF), the integrated communications company that provides unified communications and contact centre software that tightly integrates with Customer Relationship Management ("CRM") platforms, is pleased to announce that following the announcement made on 1 March 2021 regarding the proposed conditional Placing and PrimaryBid Offer, the Company has received additional demand to increase the overall size of the fundraise to GBP7.5 million (total gross proceeds), raising GBP7.2 million via the placing of 8,845,284 Placing Shares at the Issue Price of 81.5 pence per Placing Share and raising GBP291k via the placing of 357,169 PrimaryBid Shares at the Issue Price.

The issue of the Placing Shares and PrimaryBid Shares is subject to, inter alia, Shareholder approval to enable the issue of the New Ordinary Shares, which will be sought at a General Meeting of the Company expected to be held virtually at 11.00 a.m. on 25 March 2021. In view of current guidance issued by the UK government restricting social gatherings, which would prohibit Shareholders attending the General Meeting, the Company requests that shareholders vote on the Resolutions by appointing the Chairman of the General Meeting as a proxy and giving voting instructions in advance, either using the Form of Proxy via post or through CREST. For the same reasons, the Company, with regret, requests that Shareholders do not attend the General Meeting in person irrespective of whether the restrictions on social gatherings remain in place.

Subject to, inter alia, Shareholder approval, the New Ordinary Shares in relation to the EIS / VCT Placing Shares are expected to be admitted to trading on AIM on or around 26 March 2021 and the New Ordinary Shares in relation to the General Placing and PrimaryBid Offer are expected to be admitted to trading on AIM on or around 29 March 2021. Applications will be made in due course to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM.

The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares of the Company.

A circular, containing further details of the Fundraising and convening the General Meeting in order to pass the Resolutions (the "Circular") and a form of proxy are expected to be despatched to Shareholders later today. The Circular will thereafter be available on the Company's website at https://www.cloudcall.com/.

Canaccord Genuity acted as Nomad, Sole Broker and Bookrunner to the Company on the Placing and PrimaryBid Offer.

Next steps

In order for the Placing and PrimaryBid Offer to proceed, Shareholders are required to approve the proposed issuance of the Placing Shares and the PrimaryBid Shares at the General Meeting.

The expected timetable relating to the Placing and the PrimaryBid Offer is set out below.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Announcement of the Placing and PrimaryBid                  1 March 2021 
  Offer 
 Expected posting of Circular and Forms of                   2 March 2021 
  Proxy 
 Latest time and date for receipt of Forms         11.00 a.m. on 23 March 
  of Proxy and CREST proxy instructions                              2021 
 General Meeting                                   11.00 a.m. on 25 March 
                                                                     2021 
 Results of the General Meeting announced                   25 March 2021 
  through a RIS 
 Expected date for EIS/VCT Admission and            8.00 a.m. on 26 March 
  commencement of dealings of the EIS/VCT                            2021 
  Placing Shares 
 Expected date for EIS/VCT Placing Shares                   26 March 2021 
  to be credited to CREST stock accounts 
 Expected date for General Admission and            8.00 a.m. on 29 March 
  commencement of dealings of the General                            2021 
  Placing Shares and PrimaryBid Shares 
 Expected date for General Placing Shares                   29 March 2021 
  and PrimaryBid Shares to be credited to 
  CREST stock accounts 
 Expected date for despatch of definitive         within 10 business days 
  share certificates for EIS/VCT Placing Shares       following allotment 
 Expected date for despatch of definitive         within 10 business days 
  share certificates for General Placing Shares       following allotment 
  and PrimaryBid Shares 
 Long Stop Date                                     8.00 a.m. on 12 April 
                                                                     2021 
 

Notes:

   (i)   References to times in this Announcement are to London time (unless otherwise stated). 

(ii) Certain of the events in the above timetable are conditional upon, amongst other things, the approval of the Resolutions to be proposed at the General Meeting.

(iii) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to an RIS.

Related Party Transaction

Gresham House Asset Management Limited ("Gresham House") and Canaccord Genuity Wealth Management ("CGWM") are each considered to be a 'Substantial Shareholder' under the AIM Rules and are subscribing for 1,349,417 Placing Shares and 2,152,417 Placing Shares respectively. Gresham House are subscribing for EIS/VCT Placing Shares and CGWM are subscribing for 925,430 EIS/VCT Placing Shares and 1,226,987 General Placing Shares. The Placing participation for both Gresham House and CGWM constitutes related party transactions under Rule 13 of the AIM Rules. The Directors consider that, having consulted with Canaccord Genuity, the terms of Gresham House's and CGWM's participation in the Placing are fair and reasonable insofar as Shareholders are concerned.

Terms and definitions used in this announcement shall have the same meaning as ascribed to them in the Company's announcement published yesterday regarding the Placing and PrimaryBid Offer unless otherwise stated.

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

For further information please visit https://www.cloudcall.com/ or contact:

For further information, please contact:

 
 CloudCall Group plc:                            Tel: +44 (0)20 3587 
  Simon Cleaver, Chief Executive Officer          7188 
  Paul Williams, Chief Financial Officer 
 Canaccord Genuity Limited (Nomad, Sole Broker   Tel: +44 (0)20 7523 
  and Bookrunner):                                8000 
  Simon Bridges 
  Richard Andrews 
  Thomas Diehl 
  Sam Lucas (ECM) 
 

About CloudCall Group Plc:

CloudCall is a software and integrated communications business that has developed and provides a suite of cloud-based software and communications products and services. CloudCall's products and services are aimed at enabling organisations to leverage their customer data to enable more effective communications and improve performance.

The CloudCall suite of software products allows companies to fully integrate telephony, messaging and contact centre capabilities into their existing customer relationship management (CRM) software, enabling communications to be made, recorded, logged and categorised from within the CRM system with detailed activity reporting and powerful business intelligence capable of being easily generated.

At the end of December 2020, the Company had approximately 160 staff based in Leicester (UK), Boston (US). Sydney (AUS) and Minsk (BY) with over 48,000 end-users relying on CloudCall technology to power their CRM integrated communications.

IMPORTANT NOTICES

The information contained in this Announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This Announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This Announcement is for information purposes only and is not intended to and does not contain or constitute or form part of any offer or any solicitation to purchase or subscribe for securities in Australia, Japan, the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

This Announcement has been issued by, and is the sole responsibility of, the Company. No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any member of the Company's group or Canaccord Genuity or any of their respective directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in this Announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors, omissions or misstatements, negligence or otherwise in this Announcement.

Canaccord Genuity is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Canaccord Genuity will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord Genuity or by any of its Affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the Directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this announcement and are not intended to give any assurance as to future results. Except as required by the FCA, the London Stock Exchange, the AIM Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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

END

ROIUARORASUORUR

(END) Dow Jones Newswires

March 02, 2021 02:00 ET (07:00 GMT)

Cloudcall (LSE:CALL)
Gráfica de Acción Histórica
De Dic 2021 a Ene 2022 Haga Click aquí para más Gráficas Cloudcall.
Cloudcall (LSE:CALL)
Gráfica de Acción Histórica
De Ene 2021 a Ene 2022 Haga Click aquí para más Gráficas Cloudcall.