TIDMTOOP
RNS Number : 5492B
Toople PLC
31 January 2020
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY JURISDICTION
IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY ORDINARY SHARES OF TOOPLE
PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
Toople PLC
("Toople" or the "Company")
Proposed Acquisition of DMS Holding
Conditional Placing of 1,200,000,000 Ordinary Shares at a price
of 0.1 pence per share
Issue of Loan Notes
and
Notice of General Meeting
The Board of Toople, a provider of bespoke telecom services to
UK SMEs, is pleased to announce that the Company has conditionally
agreed to acquire the entire issued share capital of DMS Holding in
conjunction with the completion of a book build for the placing by
the Company's brokers, Turner Pope and Novum, of 1,200,000,000 new
Ordinary Shares ("Placing Shares") at 0.1 pence per Ordinary Shares
("Placing Price") to raise gross proceeds of GBP1.2 million.
Toople's results for the year ended 30 September 2019 were
published earlier today.
DMS Holding is the holding company for DMSL, a company which
provides unified communication services in the UK. DMSL commenced
trading in 2002 and has over 15 years' experience of providing
broadband connectivity, mobile and fixed voice and cloud services.
The consideration for the Acquisition is GBP1.56 million, subject
to post completion adjustment, to be satisfied by a cash payment of
GBP460,000, the issue of 1,050,000,000 new Ordinary Shares in
Toople (the "Consideration Shares") at the Placing Price, and the
issue of Options to acquire up to 800,000 new Ordinary Shares.
Under the terms of the proposed Placing, the Placees will
receive 600,000,000 Placing Warrants calculated on the basis of one
Placing Warrant for every two Placing Shares acquired. Each Placing
Warrant entitles the holder to subscribe for 1 new Ordinary Share
at the Placing Price at any time during the period commencing on
Admission and expiring at midnight on the third anniversary
thereof.
The Acquisition and the Placing is conditional upon, inter
alia:
(i) approval by the UK Listing Authority of a prospectus to be
published by the Company in connection with the Placing (the
"Prospectus") and the publication by the Company of the Prospectus
in accordance with the Prospectus Rules;
(ii) approval of the Resolutions at a general meeting of the
Company to be held at the offices of Fieldfisher at Riverbank
House, 2 Swan Lane, London EC4R 3TT at 09:00 a.m. on 17 February
2020.
(iii) the Placing Shares being admitted to listing on the
Official List (standard listing segment) and to trading on the
London Stock Exchange's main market for listed securities
("Admission") on or around 18 February 2020 (or such later date as
may be agreed by the Company, Novum and Turner Pope).
The Company has also agreed to issue GBP1,625,000 of zero coupon
secured Loan Notes to HomeSelect Finance pursuant to the Loan Note
Instrument to raise net proceeds of GBP1,235,000. The net proceeds
of the Placing together with the funds raised through the issue of
the Loan Notes will be used to provide the initial cash
consideration for DMS Holding and to provide general working
capital for the Enlarged Group.
Highlights of the Acquisition and Information on DMSL
-- DMSL is a family owned business, which acts as a BT Premier
reseller principally in the B2B market
-- In the year to 30 April 2019, DMSL's turnover was GBP3.1
million, with a profit before taxation of GBP331,282
-- The Company is responsible for over 250,000 BT customers and
over 400,000 Revenue Generating Units
-- Headquartered in Bishop Stortford, the company also has sales
and quality operations based in the same Durban site as Toople's
sales and marketing operations
-- DMSL currently offers a portfolio of business services and
products, from a single phone line to a multi-site unified comms
VoIP platform, delivered via a network of telecoms and IT carriers
and content providers across the UK including BT Business, BT
Global Services, Gamma , EE, Vonage, Talktalk Business and 02
-- DMSL has multiple revenue streams including: upfront cash and
recurring revenue from BT activities; recurring revenues from
directly managed and contracted customers; and revenue share with
resellers
-- Once completed the combined Group will be of larger scale
opening up opportunities to benefit from operational gearing and
operating efficiencies
-- DMSL is cash generative, accelerating Toople's timeline to
achieve profitability and positive cash generation
Andy Hollingworth, CEO of Toople, commented:
"This is a transformational acquisition for Toople with strong
operational and market synergies as DMSL operates primarily in the
B2B space and also offers hosted telephony. They have a
comparatively low churn rate with many customers on 12 month
auto-renew at the end of their initial contract term. When you
combine this with their stable margins driven from BT commissions
and high margin on directly contracted VOIP growth it makes for an
attractive proposition.
"Financially it makes perfect sense as DMSL is already
profitable and has been for a number of years. As a result, the
combined business will accelerate to EBITDA profitability and cash
self-sufficiency, reducing the historic reliance on the market to
provide funds for working capital. It also provides us with far
more predictable and controllable income streams. Significant
synergies have been identified to improve overall Group
profitability and cash generation and there is the possibility for
further margin enhancement once direct business has been migrated
onto Toople's proprietary Merlin platform.
"As well as bringing immediate cash inflow on a monthly basis,
the acquisition should substantially de-risk the entire business
model and can help accelerate cash conversion from customers."
-ends-
For further information please visit www.Toople.com or
contact:
Toople PLC Tel: 0800 0499 499
Andy Hollingworth, Chief Executive
Officer /
Kevin Lawrence, Chief Financial
Officer
Cairn Financial Advisers LLP Tel: 020 7213 0880
Sandy Jamieson/Tony Rawlinson/Ludovico
Lazzaretti
Novum Securities Limited Tel: 020 7399 9400
David Coffman
Turner Pope Investments Limited Tel: 020 3657 0050
Andy Thacker / Zoe Alexander
Belvedere Communications Tel: 020 3687 2754
John West / Llew Angus
Notes to editors:
Toople PLC, a company incorporated in the UK provides a range of
telecoms services primarily targeted at the UK SME market. Services
offered by the Group include business broadband, fibre, EFM and
Ethernet data services, business mobile phones, cloud PBX and SIP
Trunking and Traditional Services (calls and lines) all of which
are delivered and managed through Merlin, the Group's proprietary
software platform.
The Group is differentiated by its focus on creating small
business connectivity solutions, with robust and reliable packages
that will enhance our customer's companies. In addition, our vision
is based on trust and transparency, with no hidden fees within our
pricing policy providing customers with a clear understanding of
cost.
Toople Plc has a strong and highly experienced Board and
management team who are focused on growing the business both
organically and by identifying earnings enhancing strategic
acquisition opportunities.
Important notice
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
The content of this announcement has not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 (FSMA). This announcement has been issued by and
is the sole responsibility of the Company. The information in this
announcement is subject to change.
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 (the Securities Act), and may not be offered or sold,
directly or indirectly, in or into 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 is not for release, publication or distribution,
directly or indirectly, in or into the United States, Australia,
Canada, the Republic of South Africa, Japan or any jurisdiction
where to do so might constitute a violation of local securities
laws or regulations (a Prohibited Jurisdiction). This announcement
and the information contained herein are not for release,
publication or distribution, directly or indirectly, to persons in
a Prohibited Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction.
Cairn Financial Advisers LLP (Cairn) is authorised and regulated
by the Financial Conduct Authority in the United Kingdom. Cairn is
acting solely as nominated adviser exclusively for the Company and
no one else in connection with the contents of this announcement
and will not regard any other person (whether or not a recipient of
this announcement) as its client in relation to the contents of
this announcement nor will it be responsible to anyone other than
the Company for providing the protections afforded to its clients
or for providing advice in relation to the contents of this
announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Cairn by FSMA or the regulatory regime
established thereunder, Cairn accepts no responsibility whatsoever,
and makes no representation or warranty, express or implied, for
the contents of this announcement including its accuracy,
completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any
other person, in connection with the Company and the contents of
this announcement, whether as to the past or the future. Cairn
accordingly disclaims all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above),
which it might otherwise have in respect of the contents of this
announcement or any such statement.
Novum Securities Limited ("Novum") and Turner Pope Investments
(TPI) Limited (TPI) are authorised and regulated by the Financial
Conduct Authority in the United Kingdom. Novum and TPI are acting
solely as the Company's brokers and placing agents exclusively for
the Company and no one else in connection with the contents of this
announcement and will not regard any other person (whether or not a
recipient of this announcement) as their client in relation to the
contents of this announcement nor will they be responsible to
anyone other than the Company for providing the protections
afforded to their clients or for providing advice in relation to
the contents of this announcement. Apart from the responsibilities
and liabilities, if any, which may be imposed on Novum and TPI by
FSMA or the regulatory regime established thereunder, Novum and TPI
accept no responsibility whatsoever, and make no representation or
warranty, express or implied, for the contents of this announcement
including its accuracy, completeness or verification or for any
other statement made or purported to be made by them, or on behalf
of them, the Company or any other person, in connection with the
Company and the contents of this announcement, whether as to the
past or the future. Novum and TPI accordingly disclaim all and any
liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above), which they might otherwise
have in respect of the contents of this announcement or any such
statement.
Forward-looking Statements
This announcement includes "forward-looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Company's
business strategy, plans and objectives of management for future
operations, or any statements proceeded by, followed by or that
include the words "targets", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "would", "could" or
similar expressions or negatives thereof. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding the Company's present and future business
strategies and the environment in which the Company will operate in
the future. No undue reliance should be placed upon forward-looking
statements. These forward looking statements speak only as at the
date of this announcement. The Company expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reflect any
change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, unless required to do so by applicable law or
regulation.
Toople PLC
("Toople" or the "Company")
Proposed Acquisition of DMS Holding
Conditional Placing of 1,200,000,000 Ordinary Shares at a price
of 0.1 pence per share
Issue of Loan Notes
and
Notice of General Meeting
Toople PLC (LSE: TOOP), a provider of bespoke telecom services
to UK SMEs, is pleased to announce that it has conditionally agreed
to acquire the entire issued share capital of DMS Holding in
conjunction with the completion of a book build for the Placing to
raise gross proceeds of GBP1.2 million. The Company has also agreed
to issue GBP1,625,000 of Loan Notes to HomeSelect Finance pursuant
to the Loan Note Instrument. The net proceeds of the proposed
Placing together with the funds raised through the issue of the
Loan Notes will be used to provide the initial cash consideration
for DMS Holding and to provide general working capital for the
Enlarged Group. DMS Holding is the holding company for DMSL, a
company which provides unified communication services in the UK.
The Directors believe that following the Acquisition, the Enlarged
Group will deliver faster growth, achieve material cost synergies
and benefit from the complementary skill sets of Toople and DMSL.
Toople's results for the year ended 30 September 2019 were
published earlier today.
The Acquisition and Placing are both conditional on the passing
of the Resolutions at a general meeting of the Company to authorise
the Directors to allot and issue the New Ordinary Shares and a
special resolution to dis-apply statutory pre-emption rights with
respect to the allotment and issue of the New Ordinary Shares.
Notice of the General Meeting of the Company will be held at the
offices of Fieldfisher at Riverbank House, 2 Swan Lane, London EC4R
3TT at 09:00 a.m. on 17 February 2020 in order to consider and, if
thought fit, pass the Resolutions is set out in the Prospectus
published by the Company in connection with the Acquisition and
Placing, which is being posted to Shareholders today.
Proposed Acquisition of DMS Holding
Introduction
Toople has conditionally agreed to acquire the entire issued
share capital of DMS Holding from the current owners, John and Juli
Carter, the consideration for which is GBP1.56 million to be
satisfied by a cash payment of GBP460,000 (subject to an adjustment
at Completion for any deficit in working capital at Completion),
the issue of 1,050,000 Ordinary Shares in Toople (the
"Consideration Shares") and the issue of the Options. The
Acquisition is conditional upon, inter alia, approval of the
Resolutions at the General Meeting.
The Company has adopted the Loan Note Instrument and has
received a commitment letter from HomeSelect Finance to subscribe
for all of the Loan Notes constituted by the Loan Note Instrument
for a total consideration of approximately GBP1,235,000 which the
Company will draw down immediately prior to completion of the
Acquisition. The funds from the Loan Notes and the Net Proceeds of
the Placing will be used to fund the payment of the cash
consideration payable by the Company on completion of the
Acquisition and for working capital purposes. The Loan Notes issued
by the Company to HomeSelect Finance pursuant to the Loan Note
Instrument shall be secured by the Debenture.
On completion of the Acquisition, a new service agreement will
be entered into between John Carter and DMS Holding pursuant to
which John Carter shall continue to act as a statutory director of
the DMSL business.
On completion of the Acquisition the Company and each of John
Carter and Juli Carter will enter into the Option Agreements
pursuant to which the Company will grant options to John Carter and
Juli Carter to subscribe for (i) 25,000,000 new Ordinary Shares
each at 0.01 pence per share which shall vest three years after the
date of the Option Agreement; and (ii) 375,000,000 new Ordinary
Shares each at 0.01 pence per share which shall vest in three equal
tranches three years after completion of the Acquisition subject to
certain financial targets for DMSL having been met in each
financial year.
The Directors believe that the Acquisition will enable Toople to
deliver significant growth at a faster rate than would be achieved
organically and provide the opportunity for material cost synergies
to be implemented, which the Directors estimate will amount to up
to GBP50,000 per month post integration. The DMSL team have
significant experience of cloud based telephony, sales verification
processes and delivering quality customer experience.
In the year ended 30 April 2019, DMSL achieved a profit after
tax of approximately GBP320,000.
History and Background on DMSL
DMS Holding was incorporated in January 2017 to become the
holding company for DMSL, a company which provides unified
communication services in the UK. DMSL commenced trading in 2002
and has over 15 years' experience of providing broadband
connectivity, mobile and fixed voice and cloud services. DMS
Holding is owned by its founder John Carter and Juli Carter, wife
of John Carter.
DMSL currently offers a portfolio of business services and
products, from a single phone line to a multi-site unified comms
VoIP platform, delivered via a network of telecoms and IT carriers
and content providers across the UK including BT Business, BT
Global Services, Gamma , EE, Vonage, Talktalk Business and 02.
DMSL's operations are based in leasehold premises in Bishop's
Stortford where it employs 19 staff. In addition it outsources its
sales and support functions to a specialist provider based in
Durban, South Africa with a team of circa 30 full time employees
and it outsources its IT function to a supplier based in Brisbane,
Australia.
Principal Business Activities of DMSL
DMSL offers a portfolio of unified communication services. It
does not own any telecommunications infrastructure itself, but is
interconnected with global carriers and contents providers on a
wholesale basis;
i) Broadband for business from BT Business, BT Superfast and
Ultrafast, Plusnet, Enterprise and Bonded ADSL;
ii) Broadband for home from BT offering download speeds of between 10 - 300Mb;
iii) Traditional calls and lines - PSTN, ISDN, Fax to email,
Conference Calling and Call Handling;
iv) Business Connectivity offering a range of services for
businesses requiring superior connectivity than broadband including
leased lines, private circuits and SIP trunking;
v) Unified VOIP Telephony services from BT, Gamma and Vonage
which combine voice and data using IP phone communications
technology to remove the need for a traditional phone and reduce
call charges;
vi) Mobile for Business - smart phone, dongle and mobile hotspot
solutions from BT and M2M SIM solutions from EE;
vii) Mobile for Home - SIM only plans from BT;
WiFi solutions for the hospitality and retail industries which
provide customers with connectivity, capture customer data and
enable marketing engagement with customers through a proprietary
platform. By offering this extensive range of services, DMSL are
able to deliver multiple solutions to its customers enabling them
to adopt an integrated communications strategy and to migrate users
to cloud based platforms.
Operations
DMSL has two types of customer relationship:
i) the customer is owned by BT and DMSL receives upfront and
ongoing remuneration from BT, representing approximately 90% of
turnover; and
ii) the customer is owned by DMSL representing approximately 10% of turnover.
The BT relationship has been in existence since the inception of
DMSL. DMSL is currently one of only seven Premier Partners and has
an active base of over 250,000 business broadband customers which
it manages and for which it receives remuneration each time the
user renews its contract and or adds additional services.
DMSL's own customers are acquired from direct marketing and from
reseller introductions. This results in DMSL owning the enterprise
value of the customer and contract entitlement. The main growth is
driven by connectivity orders and orders for DMSL cloud based
telephony platforms, typically all customers sign minimum 3 or 5
year contracts.
There are three routes to market for attracting new Revenue
Generating Units. The first is direct marketing which accounts for
c.80% of new orders. The Durban based team continually monitor
superfast roll out programmes from carriers across the UK, then
engage with the customers who will get faster speeds and become
eligible for true unified comms solutions, resulting in the current
and future growth in DMSL sales. The second is via a network of
over 200 resellers who are local IT businesses supporting LAN and
WAN infrastructure for their clients and to whom DMSL provide
installation expertise and on-going support, sharing revenues on a
50:50 basis. The third is additional RGU orders from the existing
active base of BT business broadband and leased line customers
managed by DMSL.
Market overview
DMSL targets the SME business market that Toople is focused on
and in addition has some residential customers. DMSL has a
particular expertise in SME cloud unified communication which is
forecast to grow from 16% penetration in 2017 to 40% by 2022. In
companies employing less than 50 staff, this represents a potential
target market of over seven million users (Source: Cavell
Group).
The telecoms market is in a period of significant change as a
result of the transition to a full fibre network with significant
focus and investment from the Government to deliver the new gigabit
infrastructure by 2025 which will be proceeded by a moratorium on
selling new lines using this technology from 2023. In addition, the
impending introduction of 5G and the desire for faster broadband
speeds, expected to reach 1 Gbps in the foreseeable future, offer
significant market opportunities.
The desire by Ofcom to encourage voluntary switching by users
ahead of the end of PSTN services presents a significant
opportunity to DMSL to switch both current customers and new users
to VOIP services ahead of the deadline.
Placing, Admission and CREST
The Placing will raise approximately GBP1.2 million before
expenses through the issue of 1,200,000,000 Placing Shares at the
Placing Price.
Under the terms of the Placing, the Placees will receive
600,000,000 Placing Warrants calculated on the basis of one Placing
Warrant for every two Placing Shares acquired. Each Placing Warrant
entitles the holder to subscribe for 1 new Ordinary Share at the
Placing Price at any time during the period commencing on Admission
and expiring at midnight on the third anniversary thereof. The Net
Proceeds of the Placing of approximately GBP920,000 together with
the funds raised through the issue of the Loan Notes, will be used
to:
-- provide funds for the cash consideration payable on
completion of the Acquisition; and
-- provide funds for the working capital requirements of the Company.
The expenses of the Placing will be paid by the Company.
The Placing is conditional on the Resolutions being passed at
the General Meeting and on Admission occurring on or before 18
February 2020 or such later date as may be agreed by Novum, Turner
Pope, Cairn and the Company. Total expenses in relation to the
Placing and Admission are GBP280,000. All Placing Shares issued
pursuant to the Placing will be issued at the Placing Price which
has been determined by the Directors.
The rights attaching to the Placing Shares will be uniform in
all respects and all of the Ordinary Shares will form a single
class for all purposes.
Completion of the Placing will be announced via a regulatory
news service on Admission, which is expected to take place at 8.00
a.m. on 18 February 2020.
Application will be made to the FCA for the New Ordinary Shares
to be admitted to the standard listing segment of the Official List
and to the London Stock Exchange for the New Ordinary Shares to be
admitted to trading on the London Stock Exchange's main market for
listed securities.
Warrants
In addition to the issue of the Placing Warrants, the Company
has agreed, conditional on Admission, to issue 750,000,000 warrants
to acquire new Ordinary Shares at the Placing Price (exercisable
any time before 31 December 2022) to HomeSelect Finance in
connection with HomeSelect Finance's subscription for Loan Notes
under the Loan Note Instrument ("HSF Warrants"). Each such HSF
Warrant entitles the holder to subscribe for 1 new Ordinary Share
at the Placing Price at any time during the period commencing on
Admission and expiring at midnight on 31 December 2022.
The Company has also agreed, conditional on Admission, to issue
warrants (i) to Turner Pope and to Novum to subscribe for
74,130,000 new Ordinary Shares and (iii) to Cairn to subscribe for
5,000,000 new Ordinary Shares (the "2020 Warrants"). Each 2020
Warrant entitles the holder to subscribe for 1 new Ordinary Share
at the Placing Price at any time during the period commencing on
Admission and expiring at midnight on the second anniversary
thereof. The Company has also agreed to issue 63,230,840 Fee
Warrants in respect of the Fee Shares issued to certain Directors
in lieu of fees and remuneration on the same terms as the Placing
Warrants.
Loan Notes
On 30 January 2020 the Company adopted a loan note instrument
constituting the zero coupon secured Loan Notes for a face value of
GBP1,625,000 with a maturity date of 31 December 2022. The Loan
Note Instrument contains customary warranties, financial and other
covenants and events of default. On the same date, HomeSelect
Finance entered a commitment letter to subscribe for all of the
Loan Notes constituted by the Loan Note Instrument pursuant to
which the Company will drawdown the total net proceeds of
approximately GBP1,235,000 immediately prior to completion of the
Acquisition and shall issue a loan note certificate to HomeSelect
Finance with respect to the same.
Fee Shares
In order to conserve the Group's cash balances, certain
Directors have agreed for a portion of the fees and remuneration
owed to them to be settled through the issue of Ordinary Shares in
the Company ("Fee Shares"). Fees of approximately GBP126,462 in
aggregate are to be settled in this way at the Placing Price. Each
of the Fee Shares issued will entitle the holder to receive
warrants to acquire new Ordinary Shares on the same terms as the
Placing Warrants ("Fee Warrants"). In addition to the Fee Shares,
the balance of accrued fees and remuneration owed as set out below
is expected to be paid to those Directors in cash following
completion of the Placing. Further details of the number of Fee
Shares to be issued are set out below:
Director Total outstanding Outstanding Number of Fee Fee Warrants
remuneration remuneration Shares to be
and fees and fees issued in lieu
owed owed to be of remuneration
(GBP) settled through and fees owed
the issue
of the Fee
Shares
(GBP)
Richard Horsman
(Director) 66,667 41,667 41,666,680 20,833,340
Geoffrey Wilson
(Director) 48,000 28,800 28,800,000 14,400,000
Kevin Lawrence
(Director) 93,325 55,995 55,995,000 27,997,500
Copies of the Prospectus to be published by the Company in
connection with the Placing will be available on the Company's
website at https://www.Toople.com/ and hard copies will also be
available at the offices of the Company's financial adviser Cairn
Financial Advisers LLP, Cheyne House, Crown Court, 62-63 Cheapside,
London, EC2V 6AX. The Prospectus will also be available at the
FCA's Document Storage Mechanism at
http://www.morningstar.co.uk/uk/NSM.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS OF THE PLACING
2020
Publication of the Prospectus 31 January
Latest time and date for receipt of Forms of 13 February
Proxy for the General Meeting
General Meeting 17 February
Admission and commencement of dealings in the 18 February
New Ordinary Shares
Crediting of New Ordinary Shares to CREST Accounts 18 February
Ordinary Share certificates dispatched by 28 February
These dates and times are indicative only, subject to change and
may be brought forward as well as moved back, in which case new
dates and times will be announced. The times referred to above are
references to the time in London, UK.
ISSUE STATISTICS
Number of Existing Ordinary Shares 1,143,589,455
Number of Placing Shares to be issued in the
Placing 1,200,000,000
Consideration Shares 1,050,000,000
Fee Shares 126,461,680
Enlarged Share Capital on Admission 3,520,051,135
Placing Price per Placing Share 0.1 pence
Estimated Net Proceeds of the Placing receivable GBP920,000
by the Company
Estimated expenses of the Placing and Admission GBP280,000
Percentage of Enlarged Share Capital represented 67.51 per cent.
by the New Ordinary Shares
Number of Warrants 1,533,358,131
Number of Options 800,000,000
Number of Ordinary Shares in issue on a fully
diluted basis following Admission 5,853,409,266
ISIN GB00BZ8TP087
SEDOL BZ8TP08
EPIC/TIDM TOOP
DEFINITIONS
In this announcement, unless the context requires otherwise the
words and expressions set out below shall bear the following
meanings.
"2020 Warrants" the 79,130,000 warrants constituted by the 2020
Warrant Deeds, each such warrant giving the holder
thereof the right to subscribe for one new Ordinary
Shares at the Placing Price subject to the terms
and conditions of the 2020 Warrant Deed;
"2020 Warrant the warrant deeds between the Company and each
Deeds" of Cairn, Novum and Turner Pope constituting the
2020 Warrants,
"Acquisition" the acquisition by the Company of the entire issued
share capital of DMS Holding on the terms and
subject to the conditions set out in the Acquisition
Agreement;
"Acquisition Agreement" the conditional agreement dated 30 January 2020
in relation to the Acquisition;
"Act" the Companies Act 2006;
"Admission" the admission (or Admissions) of the New Ordinary
Shares to the standard segment of the Official
List and to trading on the London Stock Exchange's
main market for listed securities, and "Admitted"
shall be construed accordingly;
"Articles" the Articles of Association of the Company, as
amended from time to time;
"Board" the board of directors of the Company;
"Cairn" Cairn Financial Advisers LLP of Cheyne House,
Crown Court, 62 - 63 Cheapside, London EC2V 6AX;
"City Code City Code on Takeovers and Mergers issued and
administered by the United Kingdom Panel on Takeovers
and Mergers, as amended from time to time;
"Company" or "Toople" Toople Plc, a company incorporated in the UK with
company number 010037980;
"Consideration Means the 1,050,000,000 new Ordinary Shares to
Shares" be issued pursuant to the Acquisition Agreement
at the Placing Price;
"Costs" total expenses incurred (or to be incurred) by
the Company in connection with the Placing and
Admission, of approximately GBP280,000 (exclusive
of recoverable VAT);
"CREST" the relevant system (as defined in the CREST Regulations)
operated by Euroclear in accordance with which
securities may be held and transferred in uncertificated
form;
"CREST Regulations" the Uncertificated Securities Regulations 2001
(SI 2001No. 3755), as amended;
"Debenture" the guarantee and debenture to be entered into
between DMSL and HomeSelect Finance immediately
following completion of the Acquisition as security
for loan notes issued pursuant to the Loan Note
Instrument;
"Directors" the directors of the Company ;
"Disclosure and the disclosure rules and the transparency rules
Transparency Rules" made by the FCA under Part 6 of FSMA;
"DMS Holding" DMS Holding 2017 Limited;
"DMS Holding Group" DMS Holding 2017 Limited and its subsidiaries
and subsidiary undertakings (including DMSL);
"DMSL" Direct Market Services Limited;
"Enlarged Group" the Toople Group or with effect from the Effective
Date, the combined Toople Group and the DMS Holding
Group;
"Enlarged Share the entire issued share capital of the Company
Capital" following the issue of the New Ordinary Shares;
"Euroclear" Euroclear UK & Ireland Limited;
"European Union" an economic and political union of 28 Member States
located in Europe;
"Existing Ordinary the 1,143,589,455 Ordinary Shares in issue as
Shares" at the date of this announcement;
"Existing Shareholders" the Shareholders of the Company prior to Admission;
holding the Existing Ordinary Shares;
"FCA" the Financial Conduct Authority of the United
Kingdom (or any such body appointed in replacement
thereof);
"Fee Shares" the 126,461,680 new Ordinary Shares to be issued
to Richard Horsman, Geoff Wilson and Kevin Lawrence
at the Placing Price in lieu of fees and remuneration
owed;
"Fee Warrants" the 63,230,840 warrants granted to the holders
of the Fee Shares;
"FSMA" the Financial Services and Markets Act 2000 (as
amended from time to time);
"General Meeting the general meeting of the Company convened by
"or "GM" the Notice of GM to be held at Riverbank House,
"GDPR" 2 Swan Lane, London EC4R 3TT at 9.00 a.m. on 17
February 2020;
the General Data Protection Regulation 2016/679
which came into force on 25 May 2018;
"Group" the Company and the Subsidiaries from time to
time;
"HomeSelect Finance" HomeSelect Finance (No1) Limited;
"HSF Warrants" the 750,000,000 warrants constituted by the HSF
Warrant Deed, each such warrant giving the holder
thereof the right to subscribe for one new Ordinary
Share at the Placing Price subject to the terms
and conditions of the HSF Warrant Deed;
"HSF Warrant Deed" the warrant deed between the Company and HomeSelect
Finance constituting the HSF Warrants;
"Listing Rules" the Listing Rules made by the FCA under Part VI
of the FSMA;
"Loan Notes" The loan notes issued pursuant to the Loan Note
Instrument;
"Loan Note Instrument" the loan note instrument to be adopted by the
Company to constitute GBP1,625,000 face value
zero coupon secured loan notes repayable on 31
December 2022 and secured by the Debenture;
"London Stock London Stock Exchange plc;
Exchange" or "LSE
"Main Market" the Main Market of the LSE;
"Net Proceeds" the net proceeds of the Placing after Costs;
"New Ordinary the Placing Shares, Fee Shares and the Consideration
Shares" Shares;
"Notice of GM" the notice convening the General Meeting set out
at the end of the Prospectus;
"Novum" Novum Securities Limited, authorised and regulated
by the Financial Conduct Authority with registered
office at 8-10 Grosvenor Gardens, London SW1W
0DH;
"Official List" the Official List of the United Kingdom Listing
Authority;
"Options" The options issued pursuant to the Options Agreements;
"Option Agreements" the option agreements to be entered into between
the Company and each of John Carter and Juli Carter
on completion of the Acquisition;
"Ordinary Shares" ordinary shares of 0.0667 pence nominal value
in the capital of the Company;
"Overseas Shareholders" holders of Ordinary Shares who have registered
addresses in, or who are resident or ordinarily
resident in, or citizens of, or which are corporations,
partnerships or other entities created or organised
under the laws of countries other than the UK
or persons who are nominees or custodians, trustees
or guardians for citizens, residents in or nationals
of, countries other than the UK which may be affected
by the laws or regulatory requirements of the
relevant jurisdictions;
"Placee" Any person who has agreed to subscribe for Placing
Shares pursuant to the Placing;
"Placing Agreement" the conditional agreement dated 30 January 2020
between the Company, Directors, Cairn, Novum and
Turner Pope in relation to the Placing;
"Placing" the placing by Novum and Turner Pope of the Placing
Shares on behalf of the Company on the terms and
subject to the conditions contained in the Placing
Agreement;
"Placing Agents" Novum and Turner Pope;
"Placing Price" 0.1 pence per new Ordinary Share;
"Placing Shares" 1,200 million new Ordinary Shares to be placed
pursuant to the terms of the Placing at the Placing
Price;
"Placing Warrants" means the 600 million warrants constituted by
the placing warrant deed and granted to the Placees,
each such warrant giving the holder thereof the
right to subscribe for one new Ordinary Share
at the Placing Price subject to the terms and
conditions of the Placing Warrant Deed
"Prospectus Regulation" means Regulation (EU) 2017/1129 on the prospectus
to be published when securities are offered to
the public or admitted to trading on a regulated
market together with any delegated acts, technical
standards and guidelines or other ancillary legislation
published at any time including but not limited
to European Union Commission delegated regulation
(EU) 2019/80, European Union Commission delegated
regulation (EU) 2019/979 and ESMA ,
"Prospectus Regulation the prospectus rules of the FCA made pursuant
Rules" to section 73A of the FSMA, as amended from time
to time;
"Registrar" Share Registrars Limited;
"Regulations" the Uncertificated Securities Regulations 2001
(SI 2001 No. 2001/3755) (as amended from time
to time);
"Resolutions" The resolutions to be proposed at the General
Meeting as set out in the Notice of GM;
"Shareholders" the holder or holders of Ordinary Shares;
or "Shareholder"
"Standard Listing" a Standard Listing under Chapter 14 of the Listing
Rules;
"Takeover Panel" Panel on Takeovers and Mergers, regulatory body
which administers the City Code on Takeovers and
Mergers;
"Toople Group" The Company, its subsidiaries and subsidiary undertakings;
"Turner Pope" Turner Pope Investments (TPI) Limited, authorised
and regulated by the Financial Conduct Authority.
FRN 739104 with registered 8 Frederick's Place,
London EC2R 8AB;
"UK" United Kingdom;
"UK Corporate the UK Corporate Governance Code as published
Governance Code" by the Financial Reporting Council in September
2014 and as subsequently amended from time to
time;
"UKLA" or "United the FSA acting in its capacity as the competent
Kingdom" authority for the Listing Authority" purpose of
Part VI of FSMA;
"Voting Rights" all the voting rights attributable to the capital
of a company which are currently exercisable at
a general meeting;
"GBP" or "GDP" United Kingdom pounds
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.
END
MSCFIFERLLILVII
(END) Dow Jones Newswires
January 31, 2020 02:01 ET (07:01 GMT)
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