TIDMPCIP
RNS Number : 2579X
PCI-PAL PLC
30 April 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF
ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH
THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
30 April 2021
PCI-PAL PLC
("PCI Pal", "the Company" or "the Group")
Result of Fundraising & Total Voting Rights
PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure
payment solutions for business communications, announces that
further to the announcement made today regarding the proposed
Fundraising, the Company has raised total gross proceeds of
approximately GBP5.5 million through the Placing of 5,139,473 new
Ordinary Shares ("Placing Shares") and a direct subscription with
the Company for a further 650,000 new Ordinary Shares
("Subscription Shares", together with the Placing Shares the
"Fundraising Shares"), in each case at a price of 95 pence per
Ordinary Share. The Fundraising Shares represent approximately 9.7%
of the Company's current issued share capital (excluding shares
held in treasury).
Highlights of Fundraising:
-- Opportunity to accelerate growth, capitalising on the solid
foundations built in the UK and US by expanding the Company's
addressable market into Mainland Europe, Canada, and Australia.
-- Leveraging existing global reseller relationships with
presence in the new territories, as well as the opportunity to
expand its partner-base with new regional partnerships serviced by
local sales and marketing resources.
-- Further investment in Partner and Customer Success to allow
the business to continue to achieve low churn as well as driving
positive net retention long term.
-- Improving the operational gearing potential of the Company's
SaaS technology and channel sales model through the increase in
addressable market.
-- Increased investment into engineering and product to further
accelerate the evolution and efficiencies of its core product set
and features.
James Barham, Chief Executive Officer of PCI-Pal, commented:
"It is hugely exciting for the business to be able to take this
next funding step as we continue to build up towards our long term
growth ambitions, particularly with the support of both existing
and new investors in the UK and North America.
"We feel that we have experienced a significant momentum shift
and have a recognised market strength that we have built up through
our activities in the UK and US to date. Our early adoption of
cloud-only services in our space, available globally, as well as
our channel-first sales focus, puts us in a position of strength in
our market to be able to capitalise on the global opportunity ahead
of us.
"We are confident that this funding support will enable the
business to gain increased global market share and allow us to lead
the way in our space where secure payment services are becoming
embedded into the fabric of business communications
technologies."
Investor Presentation: 17:00 on Tuesday 11 May 2021
The Directors will hold an investor presentation to update on
the fundraising at 17:00 (UK Time) on 11 May 2021.
The presentation will be hosted through the digital platform
Investor Meet Company. Investors can sign up to Investor Meet
Company and add to meet PCI-PAL PLC via the following link
https://www.investormeetcompany.com/pci-pal-plc/register-investor .
For those investors who have already registered and added to meet
the Company, they will automatically be invited.
Questions can be submitted pre-event to pcipal@walbrookpr.com or
in real time during the presentation via the "Ask a Question"
function.
Related Party Transactions
James Barham has subscribed for 9,747 Placing Shares. Following
this transaction, James Barham is interested in 148,559 Ordinary
Shares, representing approximately 0.23 per cent. of the Company's
enlarged issued share capital following Admission (excluding shares
held in treasury).
The issue of Placing Shares to James Barham constitutes a
related party transaction pursuant to Rule 13 of the AIM Rules by
virtue of his status as a Director of the Company. The independent
directors (being all of the Directors save for James Barham for
this purpose), consider, having consulted with the Company's
nominated adviser, finnCap, that the terms of the Placing with
James Barham are fair and reasonable insofar as the Company's
Shareholders are concerned.
Canaccord Genuity Group ("Canaccord Genuity"), has agreed to
subscribe for 1,344,512 Placing Shares. Canaccord Genuity is deemed
to be a related party company for the purposes of the AIM Rules by
virtue of its status as a substantial shareholder holding 10% or
more of the existing Ordinary Shares.
The Board consider, having consulted with the Company's
nominated adviser, finnCap, that the terms upon which Canaccord
Genuity is participating in the Placing are fair and reasonable
insofar as the Company's shareholders are concerned.
Total Voting Rights
Application will be made to the London Stock Exchange for
5,789,473 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 7 May 2021.
Following Admission, the Company's issued share capital will
consist of 65,404,818 Ordinary Shares. The Company holds 167,229
Ordinary Shares in Treasury, therefore on Admission the total
number of voting rights will be 65,237,589. This figure may be used
by shareholders as the denominator for the calculation by which
they may determine if they are required to notify their interest
in, or change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Unless otherwise defined herein, capitalised terms used in this
announcement shall have the same meanings as defined in the
Company's announcement released today.
For further information, please contact:
PCI-PAL PLC Via Walbrook PR
James Barham - Chief Executive
Officer
William Good - Chief Financial
Officer
finnCap (Nominated Adviser and
Broker) +44 (0) 20 7227 0500
Marc Milmo/Simon Hicks (Corporate
Finance)
Richard Chambers (Corporate Broking)
Walbrook PR +44 (0) 20 7933 8780
Tom Cooper/Paul Vann +44 (0) 797 122 1972
tom.cooper@walbrookpr.com
About PCI Pal:
PCI Pal is a leading provider of Software-as-a-Service ("SaaS")
solutions that empower companies to take payments from their
customers securely, adhere to strict industry governance, and
remove their business from the significant risks posed by
non-compliance and data loss. Our products secure payments and data
in any business communications environment including voice, chat,
social, email, and contact centre. We are integrated to, and resold
by, some of the worlds' leading business communications vendors, as
well as major payment service providers.
The entirety of our product-base is available from our global
cloud platform hosted in Amazon Web Services ("AWS"), with regional
instances across EMEA, North America, and Australia.
IMPORTANT NOTICES AND DISCLAIMER
This Announcement has been issued by and is the sole
responsibility of the Company.
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 into 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.
No prospectus will be made available in connection with the matters
contained in this Announcement and no such prospectus is required
(in accordance with the Prospectus Regulation (as defined below))
to be published.
This Announcement is directed only at persons whose ordinary
activities involve them in acquiring, holding, managing and
disposing of investments (as principal or agent) for the purposes
of their business and who have professional experience in matters
relating to investment and who are: (a) if in a member state of the
European Economic Area, "qualified investors" as defined in Article
2(e) of Regulation (EU) 2017/1129(the "EU Prospectus Regulation")
("EU Qualified Investors"); (b) if in the United Kingdom,
"qualified investors" as defined in Article 2EUR of the EU
Prospectus Regulation which forms part of retained EU law in the
United Kingdom by virtue of the European Union (Withdrawal) Act
2018 (the "UK Prospectus Regulation") and who (i) fall within
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), or (ii)
fall within article 49(2)(a) to (d) of the Order and are "qualified
investors" as defined in section 86 of the Financial Services and
Markets Act 2000 (as amended) (the "FSMA"); (c) persons in Canada
that are (i) "accredited investors" within the meaning of section
1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI
45-106") or subsection 73.3(1) of the Securities Act (Ontario), as
applicable, and that are either purchasing the Ordinary Shares
as principal for their own account, or are deemed to be
purchasing the Ordinary Shares as principal for their own account
in accordance with applicable Canadian securities laws, for
investment only and not with a view to resale or redistribution;
(ii) not created or used solely to purchase or hold the Ordinary
Shares as an accredited investor under NI 45-106; and (iii)
"permitted clients" within the meaning of National Instrument
31-103 - Registration Requirements, Exemptions And Ongoing
Registrant Obligations and (e) otherwise, to persons to whom it may
otherwise be lawful to communicate it (all such persons together
being referenced to as "relevant persons"). Any investment in
connection with the Placing will only be available to, and will
only be engaged with, relevant persons. Any person who is not a
relevant person should not act or rely on this Announcement or any
of its contents.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of FSMA by, a person
authorised under FSMA. This Announcement is being distributed and
communicated to persons in the UK only in circumstances in which
section 21(1) of FSMA does not apply.
finnCap Ltd, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting as Nominated
Adviser, broker and sole bookrunner to the Company in connection
with the Placing and no one else and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of finnCap nor for providing advice in relation
to the Placing and/or any other matter referred to in this
Announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on finnCap by the FSMA or by the
regulatory regime established under it, and except in the event of
their committing fraud, neither finnCap nor any of its respective
affiliates accepts any responsibility whatsoever for the accuracy,
completeness or sufficiency of the information contained in this
Announcement or for any other statement made or purported to be
made by or on behalf of finnCap or any of its respective affiliates
in connection with the Company, the Ordinary Shares or the
Fundraising. finnCap and each of its respective affiliates
accordingly disclaim all and any liability, whether arising in
tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this
Announcement.
The distribution of this Announcement and the offering of the
Ordinary Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or finnCap that would
permit an offering of such shares or possession or distribution of
this Announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
Announcement comes are required by the Company and finnCap to
inform themselves about, and to observe, such restrictions.
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. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan" "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions 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. Statements contained in
this Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law or regulation, neither the Company nor
finnCap nor their respective affiliates assume any responsibility
or obligation to update publicly or review any of the
forward-looking statements contained herein. You should not place
undue reliance on forward-looking statements, which speak only as
of the date of this Announcement.
No statement in this Announcement is or is intended to be a
profit forecast or profit estimate or to imply that the earnings of
the Company for the current or future financial years will
necessarily match or exceed the historical or published earnings of
the Company. The price of shares and the income from them may go
down as well as up and investors may not get back the full amount
invested on disposal of the shares.
The New Ordinary Shares to be issued pursuant to the Fundraising
will not be admitted to trading on any stock exchange other than
the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Fundraising.
Any investment decision to buy Ordinary Shares in the Placing must
be made solely on the basis of publicly available information,
which has not been independently verified by finnCap. Each investor
or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data
described in this Announcement. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this Announcement are not to be
construed as legal, business, financial or tax advice. Each
investor or prospective investor should consult his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
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END
IOEFLFILSDIIVIL
(END) Dow Jones Newswires
April 30, 2021 07:09 ET (11:09 GMT)
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