TIDMFDBK
RNS Number : 8886P
Feedback PLC
15 June 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 ("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.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
BREACH ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT
NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NEITHER THIS
ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF,
OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT
WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO PURCHASE, SUBSCRIBE
FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS
OF THE INFORMATION THAT IS CONTAINED IN AND INCORPORATED BY
REFERENCE INTO THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN DUE
COURSE.
Feedback plc
Placing to raise GBP5.05 million, Open Offer to raise up to
GBP0.54 million and Notice of General Meeting
London, 15 June 2020: Feedback plc (AIM: FDBK, "Feedback" or the
"Company"), the specialist medical imaging technology company,
announces that, it has conditionally raised GBP5.05 million,
through the issue of 505,000,000 new ordinary shares of 0.25 pence
each in the Company (the "Placing Shares") at a price of 1 penny
per share ("Issue Price"), the ("Placing").
In addition to the Placing, the Company intends to provide all
qualifying shareholders with the opportunity to subscribe for an
aggregate of up to 53,994,991 new ordinary shares (the "Open Offer
Shares") at the Issue Price, to raise up to approximately GBP0.54
million (before expenses), on the basis of 1 New Ordinary Share for
every 10 Existing Ordinary Shares held on the Record Date (the
"Open Offer" together with the Placing, the "Fundraising").
Shareholders subscribing for their full entitlement under the Open
Offer may also request additional Open Offer Shares through the
Excess Application Facility, as detailed below. The Fundraising is
conditional on shareholder approval at a general meeting of the
Company (the "General Meeting"), further details of which are set
out below.
Fundraising highlights
- The Company today confirms it has conditionally raised GBP5.05
million (before expenses) through a conditional placing of
505,000,000 New Ordinary Shares at a price of 1 penny per share. An
additional 53,994,991 New Ordinary Shares have been made available
for subscription by qualifying shareholders, to raise a maximum of
approximately GBP540,000, also at 1 penny per share.
- An Open Offer to Qualifying Shareholders on the basis of 1 New
Ordinary Share for every 10 Existing Ordinary Shares held on the
Record Date.
- Proceeds of the Placing and the Open Offer will be used to
develop the Company's flagship product, Bleepa(R), an innovative
app based on Feedback's Cadran technology, which allows medical
staff to securely view and discuss high quality medical grade
images on mobile devices. Funds will be applied to:
o Direct sales - engaging and converting NHS trusts to paying
customers of Bleepa(R)
o Indirect sales - develop growth opportunities and 'go to
market' strategies with key strategic partners
o Product development - extend and develop the functionality of
Bleepa(R), including for non-healthcare applications
o Territory expansion - to explore opportunities for
international expansion, via direct and indirect sales
- The Issue Price represents a discount of approximately 9.1 per
cent. to the closing mid-market share price of an Existing Ordinary
Share on 12 June 2020, the Business Day prior to this
announcement.
- The Fundraising is subject to shareholder approval at the
General Meeting on 1 July 2020. If approved, the Placing Shares and
Open Offer Shares are expected to be admitted to trading on AIM on
3 July 2020.
- Stanford Capital Partners Limited acted as sole Bookrunner in
respect of the Placing. Neither the Placing nor the Open Offer has
been underwritten.
- The Directors believe that the Placing Shares and the Open
Offer Shares will rank as 'eligible shares' for the purposes of EIS
and will be capable of being a 'qualifying holding' for the
purposes of investment by VCTs.
Tom Oakley, Chief Executive Officer of Feedback, commented:
"At this key moment for our company we are delighted to have
generated the support of some of London's leading institutional
investors for our vision of Bleepa(R). Feedback is now a very
different company to the one I joined just over a year ago; we now
have a singular focus to deliver an exciting clinical product which
leverages the best of our longstanding imaging heritage, repurposed
to meet the future challenges of the clinical frontline.
We have taken Bleepa(R) from concept to fully certified medical
device in less than a year and gained traction with two NHS sites.
This is a remarkable achievement, but it is only the beginning.
Having established Bleepa(R) we now have ambitious plans to scale
Bleepa(R) and get it out to clinicians across the UK and
internationally. This funding will enable us to take Bleepa(R)
forward at the pace required and we are excited to get started.
This funding marks a new start for Feedback, as we pivot away
from our heritage product lines towards Bleepa(R), and at this time
the Company wants to ensure that we reach out to our many loyal,
longstanding shareholders, who have supported the Company
throughout our journey so far. It is our desire to ensure that all
shareholders have the opportunity to participate in this fundraise
and buy in afresh to the Company's new vision. The Board has sought
to recognise the extraordinary support and longstanding commitment
of our shareholders through provision of an open offer.
Although this is a large raise relative to our current market
capitalisation, the Board has worked closely with its broker,
Stanford Capital, to minimise dilution for shareholders. A
fundraise of this level is both essential to allow us to grow at
the pace required but is also a validation and endorsement of the
vision and opportunity before us. With the support of the City and
our shareholders we look forward to taking the Company forward into
a new phase of opportunity."
Notice of General Meeting and Shareholder Circular
The Placing and the Open Offer are conditional, inter alia, on
the approval by shareholders of resolutions to be proposed at the
General Meeting to provide authority to the Directors to allot the
New Ordinary Shares otherwise than on a pre-emptive basis.
The General Meeting will be held at the offices of Trowers &
Hamlins LLP, 3 Bunhill Row London, EC1Y 8YZ at 10.00 a.m. on 1 July
2020. The Circular containing the Notice of General Meeting will be
posted to shareholders later today and will be made available
shortly on the Company's website at https://fbkmed.com/feedback-plc
.
In light of the COVID-19 pandemic Shareholders are urged to
exercise their votes by submitting their Form of Proxy and
appointing the Chairman of the General Meeting as their proxy.
Shareholders and their proxies will not be allowed to attend the
meeting in person, as to do so would be inconsistent with current
government guidelines relating to COVID-19 (as published as at the
date of this circular), in particular the advice for people to
avoid public gatherings, all non-essential travel and social
contact. Any Shareholder seeking to attend the General Meeting in
person will be refused entry. The Company is actively following
developments and will issue further information through a
Regulatory Information Service and/or on its website
(www.fbkmed.com/feedback-plc) if it becomes necessary or
appropriate to make any alternative arrangements for the General
Meeting. The General Meeting will be purely functional in format to
comply with the relevant legal requirements.
The above should be read in conjunction with the full text of
this announcement and the Circular, extracts from which are set out
below. All capitalised terms used throughout this announcement
shall have the meanings given to such terms in the Definitions
section of this announcement and as defined in the Circular.
Enquiries:
Feedback plc +44 (0) 20 8126 6798
Tom Oakley, CEO IR@fbk.com
Lindsay Melvin, CFO
Allenby Capital Limited (Nominated Adviser)
David Worlidge / Asha Chotai +44 (0)20 3328 5656
Stanford Capital Partners Limited (Joint
Broker)
Patrick Claridge / John Howes / Bob Pountney +44 20 3815 8880
Peterhouse Capital Limited (Joint Broker)
Lucy Williams / Duncan Vasey +44 (0)20 7469 0936
Instinctif Partners +44 (0)20 7457 2020
Melanie Toyne-Sewell / Phillip Marriage +44 7890 022 814
feedbackplc@instinctif.com
Notes to editors
About Bleepa(R)
Bleepa(R) provides instant and remote access to clinical grade
medical images through a zero footprint application. The majority
of patient cases require medical imaging which can be seamlessly
shared to the entire clinical team through Bleepa(R). Cases can be
discussed through its secure instant messaging and image
annotation, allowing comments and treatment decisions to be
communicated instantly between team members. Bleepa(R) can be
accessed from any internet connected device including phones,
tablets, laptops and desktops; clinicians can use their own devices
and therefore no additional hardware is required.
About Feedback plc - www.fbk.com
Feedback plc (AIM: FDBK) is a specialist medical imaging
technology company providing innovative software and systems,
through its wholly-owned trading subsidiary, Feedback Medical
Limited. Its products advance the work of radiologists, clinicians
and medical researchers by improving workflows and giving unique
insights into diseases, particularly cancer.
Feedback has launched Bleepa(R) , a new secure, encrypted
medical communication app for clinicians accessible through
smartphones, tablets and desktops that facilitates rapid clinical
messaging and review of medical grade imaging for all members of a
clinical team, directly from a hospital Picture Archiving and
Communications System
(PACS). For more information on Bleepa (R) , see www.bleepa.com .
IMPORTANT NOTICES
The total consideration under the Open Offer to Qualifying
Shareholders will be less than EUR8 million (or an equivalent
amount) in aggregate and it is therefore an exempt offer to the
public for the purposes of section 86(1)(e) of FSMA and the Placing
Shares will only be available to qualified investors for the
purposes of the Prospectus Regulation or otherwise in circumstances
not resulting in an offer of transferable securities to the public
under section 102B of FSMA. Neither the Placing nor the Open Offer
constitutes an offer to the public requiring an approved prospectus
under section 85(1) of FSMA and accordingly this document does not
constitute a prospectus for the purposes of the Prospectus Rules
made by the Financial Conduct Authority of the United Kingdom
("FCA") pursuant to sections 73A(1) and (4) of FSMA and has not
been pre-approved by the FCA pursuant to sections 85 and 87 of
FSMA, the London Stock Exchange, any securities commission or any
other authority or regulatory body. In addition, this document does
not constitute an admission document drawn up in accordance with
the AIM Rules for Companies. This document has not been approved
for issue by any person for the purposes of section 21 of FSMA.
Allenby Capital Limited, which is authorised and regulated by
the FCA in the United Kingdom, is acting as nominated adviser to
the Company for the purposes of the AIM Rules for Companies in
connection with the Fundraising and, as such, its responsibilities
are owed solely to the London Stock Exchange and are not owed to
the Company and the Directors or to any other person or entity.
Allenby Capital Limited will not be responsible to any person other
than the Company for providing the protections afforded to clients
of Allenby Capital Limited or for providing advice to any other
person in connection with the Fundraising or any acquisition of
shares in the Company. Allenby Capital Limited is not making any
representation or warranty, express or implied, as to the contents
of this document. Allenby Capital Limited has not authorised the
contents of, or any part of, this document, and no liability
whatsoever is accepted by Allenby Capital Limited for the accuracy
of any information or opinions contained in this document or for
the omission of any material information.
Stanford Capital Partners Limited, which is authorised and
regulated by the FCA in the United Kingdom, is acting as broker to
the Company in connection with the Placing. Stanford Capital
Partners Limited will not be responsible to any person other than
the Company for providing the protections afforded to clients of
Stanford Capital Partners Limited or for providing advice to any
other person in connection with the Placing or any acquisition of
shares in the Company. Stanford Capital Partners Limited is not
making any representation or warranty, express or implied, as to
the contents of this document. Stanford Capital Partners Limited
has not authorised the contents of, or any part of, this document,
and no liability whatsoever is accepted by Stanford Capital
Partners Limited for the accuracy of any information or opinions
contained in this document or for the omission of any material
information.
This announcement does not constitute or form part of any offer
or invitation to buy, subscribe for, or sell Ordinary Shares in any
jurisdiction in which such offer or solicitation is unlawful. In
particular, the New Ordinary Shares have not been, and will not be,
registered under the United States Securities Act of 1933 as
amended (the "Securities Act") or qualified for sale under the laws
of any state of the United States or under the applicable laws of
any of Canada, Australia, Japan, New Zealand or the Republic of
South Africa, and, subject to certain exceptions, may not be
offered or sold in the United States or to, or for the account or
benefit of, US persons (as such term is defined in Regulation S
under the Securities Act) or to any national, resident or citizen
of Canada, Australia, Japan, New Zealand or the Republic of South
Africa. The distribution or transmission of this announcement in
jurisdictions other than the UK may be restricted by law and,
therefore, persons into whose possession this document comes should
inform themselves about and observe such restrictions. Any failure
to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. In particular, this
announcement may not be distributed, directly or indirectly, in or
into the United States, Canada, Australia, Japan, New Zealand or
the Republic of South Africa. Overseas Shareholders and any person
(including, without limitation, nominees and trustees), who have a
contractual or other legal obligation to forward this announcement
to a jurisdiction outside the UK should seek appropriate advice
before taking any action.
No person has been authorised to give any information or make
any representation in relation to the Proposals and, if given or
made, such information or representation must not be relied upon as
having been so authorised by the Company, the Directors, Allenby
Capital Limited or Stanford Capital Partners Limited.
This announcement includes "forward-looking statements" which
includes all statements other than statements of historical fact,
including, without limitation, those regarding the Company's
financial position, business strategy, plans and objectives of
management for future operations, or any statements preceded 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 Group 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. 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 the AIM Rules for Companies.
Extracts from the Circular
(References to pages or paragraphs below refer to the relevant
pages or paragraphs of the Circular. References to 'this document'
refer to the Circular.)
1. INTRODUCTION
The Company has today announced that it has conditionally raised
a total of up to approximately GBP5.59 million (before expenses),
comprising a Placing to raise GBP5.05 million and an Open Offer to
raise up to an additional GBP0.54 million. The Open Offer provides
Qualifying Shareholders with an opportunity to participate in the
proposed issue of New Ordinary Shares on the same terms as the
Placees.
The issue price of 1 penny per New Ordinary Share represents an
approximate 9.1 per cent. discount to the closing middle market
price of 1.1 pence per Existing Ordinary Share on 12 June 2020, the
last Business Day before the announcement of the Proposals.
The Fundraising is conditional, inter alia, on the passing of
the Resolutions by the Shareholders at the General Meeting, which
has been convened for 10.00 a.m. on 1 July 2020. If the Resolutions
are passed, the New Ordinary Shares are expected to be allotted
immediately after the General Meeting, conditional on Admission,
which is expected to occur at 8.00 a.m. on 3 July 2020. Should
Shareholder approval not be obtained at the General Meeting,
neither the Placing nor the Open Offer will proceed. Neither the
Placing nor the Open Offer has been underwritten.
The purpose of this document is to explain the background to the
Fundraising, to set out the reasons why the Board believes that the
Proposals are in the best interests of the Company and its
Shareholders and to seek Shareholder approval of the Resolutions at
the forthcoming General Meeting, which will be held at the of ces
of Trowers & Hamlins LLP, 3 Bunhill Row London, EC1Y 8YZ at
10.00 a.m. on 1 July 2020.
2. BACKGROUND TO AND REASONS FOR THE FUNDRAISING
Background
In September 2019, the Company launched its flagship product,
Bleepa(R) at the NHS Expo in Manchester. Bleepa(R) is an innovative
app based on Feedback's Cadran technology, which allows medical
staff to securely view and discuss high quality medical grade
images on mobile devices. The app displays images directly from the
hospital's Picture Archive Communication System (PACS). Bleepa(R)
is able to display images including X-rays, CTs, MRIs and
ultrasound studies allowing users to easily scroll through image
slices and annotate areas of interest, as well as enabling
discussion on the go.
Importantly, Bleepa(R) has been manufactured using a QMS
(quality management system) compliant with ISO 13485 and bears a CE
mark as a certified Class 1 Medical Device, which sets Bleepa(R)
apart from other medical imaging products currently available in
the UK. In addition, Bleepa(R) is a zero footprint application
meaning that no patient data is stored locally on the device being
used to access the app; Bleepa(R) complies with the NHS Data
Security and Protection Toolkit and the Cyber Essentials
accreditation used by the NHS.
In December 2019, the Company initiated a Bleepa(R) pilot study
with the Pennine Acute Hospitals NHS Trust, whereby a team of
healthcare professionals used the product, whilst handling
respiratory requests for specialist review of inpatients from other
clinical teams. The Company announced on 18 February 2020, that
early indications from a small cohort in the pilot study
demonstrated that Bleepa(R) more than halved the average referral
time and enabled 60 per cent. of cases to be dealt with entirely
through Bleepa(R) without the need for the clinical team to take
any action other than to discuss each case through Bleepa(R).
As announced on 26 March 2020, following the Covid-19 outbreak
(the "Outbreak"), owing to the immense critical care demands facing
the clinical frontline, Feedback and Pennine NHS Trust elected to
pause the Bleepa(R) pilot, which was focusing on evaluating
specific clinical workflow applications of Bleepa(R), to evaluate
options for a wider rollout to support the local COVID-19 response
within the Trust. On 20 April 2020, the Company further announced
that Bleepa(R) was to be rolled-out across the Pennine Acute
Hospitals NHS Trust with immediate effect as a key patient
management tool to assist its coronavirus response. New features
were developed at pace within a two-week period by the Feedback
team, and over 200 frontline clinicians within the Acute Medical
Team were enrolled on Bleepa(R). Importantly, during the Outbreak,
Bleepa(R) has enabled case reviews by clinicians who are
self-isolating, or by clinicians at other hospitals where
multi-site communication is required.
On 21 May 2020, the Company announced a further NHS trust would
be using Bleepa(R), with Royal Papworth Hospital NHS Foundation
Trust renewing its contract for clinical PACS (picture archiving
and communication system) services. The contract, set for a term of
14 months, relates to Feedback's Cadran PACS which has provided
core medical imaging services to the Trust since 2001. The contract
includes the use of Bleepa(R) as an upgrade to Cadran Web Viewer
and will see Bleepa(R) made available to all clinicians at the
Trust.
On 1 June 2020, the Company announced that, in compliance with
the Medical Device Directive ("MD Directive") and having met the
stringent criteria associated with the manufacture of a medical
device, it had affixed a CE Mark to Bleepa(R). All clinical
communication platforms that display digital images of patients for
the purpose of diagnosis are classed as medical devices under the
MD Directive guidelines and require a CE mark.
The Directors of Feedback believe that Bleepa(R) is the only
communication platform to address the UK market that has met MD
Directive certification requirements. As such, the Board considers
that having a CE mark is a major step forward for the Bleepa(R)
product since the use of a non-CE marked product may
inappropriately put individual clinicians and Trusts at risk of
civil claims for damages arising from misuse of that product.
Reasons for the Fundraising
The Board's vision is for Bleepa(R) to become the imaging
solution of the clinical frontline. As Feedback was initially set
up as an imaging company rather than a messaging company, the image
display is CE marked and of clinical quality.
The Board believes, there are an estimated 10-15 million
doctors, globally, who need to be able to communicate about
patients' treatment. Healthcare systems are now beginning to
consider the need for improved digital communication systems as the
market begins to mature. As medical imaging is no longer the remit
of radiologists alone, but a key diagnosis tool for most
clinicians, there is an increasing need for frontline clinicians to
review medical imaging as part of their work.
In addition to the NHS and healthcare systems, the Company
believes Bleepa(R) can be deployed in parallel market segments such
as inter-hospital image transfer/communication and community
imaging providing the Company with far more revenue streams than
other communication platforms which do not focus on imaging.
The Company has therefore conducted the Fundraising, conditional
on shareholder approval at the General Meeting, amongst other
things, to ensure it is funded to increase the use and rollout of
Bleepa(R), for use both within NHS and healthcare systems within
other territories and to explore other potential uses of
Bleepa(R).
3. USE OF PROCEEDS
In addition to providing general working capital, the total net
proceeds of the Fundraising of up to approximately GBP5.28 million,
will principally be used to fund growth in the following areas:
1. Direct sales
The Company will seek to engage new NHS trusts and sites to
convert to paying customers of Bleepa(R). To assist with this, the
Company will look to grow its UK sales team and increase the
marketing spend associated with Bleepa(R).
2. Indirect sales
In conjunction with growing direct sales, the Company will also
apply funds to develop growth opportunities and 'go to market'
strategies with key strategic partners with a view to accelerating
adoption of Bleepa(R) whilst reducing customer acquisition
costs.
3. Product development
The Company intends to extend and develop the functionality of
Bleepa(R) which may include positioning the platform for Artificial
Intelligence tool deployment, and Internet-of-Things integration.
The Company will also consider the non-healthcare applications of
Bleepa(R) including within the veterinary sector.
4. Territory expansion
The Board will utilise funds raised to continue to explore
opportunities for international expansion of the Bleepa(R)
platform. To enable this international growth, investment will be
made to support direct and indirect sales in identified territories
and it is likely that Feedback's regulatory team will be expanded
to meet the local regulatory requirements in new territories.
4. DETAILS OF THE FUNDRAISING
The Company has conditionally raised a total of up to
approximately GBP5.59 million (before expenses), comprising: i) a
Placing to raise GBP5.05 million (before expenses) through a
placing of 505,000,000 New Ordinary Shares at 1 penny per share
with institutional and other investors; and ii) an Open Offer to
raise up to an additional approximately GBP540,000 (before
expenses) through an Open Offer of up to 53,994,991 New Ordinary
Shares at 1 penny per share with Qualifying Shareholders.
The Fundraising has not been underwritten and is conditional,
inter alia, upon:
a) the passing of resolutions 1 and 3 of the Resolutions;
b) the Placing Agreement becoming unconditional in all respects
(other than Admission) and not having been terminated in accordance
with its terms; and
c) Admission occurring by not later than 8.00 a.m. 3 July 2020
(or such later time and/or date as the Company, Stanford and
Allenby Capital may agree, not being later than 8.00 a.m. on 17
July 2020).
Accordingly, if any of the conditions are not satisfied or
waived (where capable of waiver), the Fundraising will not proceed,
the New Ordinary Shares will not be issued and all monies received
by Stanford, the Receiving Agents or the Company (as the case may
be) will be returned to the applicants (at the applicants' risk and
without interest) as soon as possible thereafter.
The Directors believe that the New Ordinary Shares to be issued
pursuant to the Placing and Open Offer will rank as 'eligible
shares' for the purposes of EIS and will be capable of being a
'qualifying holding' for the purposes of investment by VCTs.
Details of the Placing
Under the terms of the Placing Agreement, Stanford has agreed to
use its reasonable endeavours to procure subscribers for the
Placing Shares at the Issue Price. The Placing Agreement contains
certain warranties and indemnities from the Company in favour of
Stanford and Allenby Capital. Stanford or Allenby Capital may
terminate the Placing Agreement in certain circumstances.
Details of the Open Offer
In recognition of their continued support to the Company, the
Board believes that the Open Offer provides the Company's
longstanding and supportive Shareholders with an opportunity to
participate in the Fundraising.
The Company is providing all Qualifying Shareholders with the
opportunity to subscribe, at the Issue Price, for an aggregate of
53,994,991 Open Offer Shares, raising gross proceeds of up to
approximately GBP540,000.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price on the following basis:
1 Open Offer Share for every 10 Existing Ordinary Shares
and so in proportion for any number of Existing Ordinary Shares
held on the Record Date.
Entitlements of Qualifying Shareholders will be rounded down to
the nearest whole number of Ordinary Shares. Fractional
entitlements which would otherwise arise will not be issued to the
Qualifying Shareholders but will be made available under the Excess
Application Facility. The Excess Application Facility enables
Qualifying Shareholders to apply for Excess Shares in excess of
their Open Offer Entitlement. Not all Shareholders will be
Qualifying Shareholders. Shareholders who are located in, or are
citizens of, or have a registered office in certain overseas
jurisdictions will not qualify to participate in the Open
Offer.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements. Qualifying
Shareholders can apply for less or more than their Open Offer
Entitlements but the Company cannot guarantee that any application
for Excess Shares under the Excess Application Facility will be
satisfied as this will depend in part on the extent to which other
Qualifying Shareholders apply for less than or more than their own
Open Offer Entitlements. The Company may satisfy valid applications
for Excess Shares in whole or in part but reserves the right at its
sole discretion not to satisfy, or to scale back, applications made
in excess of Open Offer Entitlements.
Application has been made for the Open Offer Entitlements and
Excess CREST Open Offer Entitlements for Qualifying CREST
Shareholders to be admitted to CREST. It is expected that the Open
Offer Entitlements and the Excess CREST Open Offer Entitlements
will be admitted to CREST on 16 June 2020. Applications through the
CREST system may only be made by the Qualifying Shareholder
originally entitled or by a person entitled by virtue of a bona
fide market claim.
The Open Offer Shares must be paid in full on application. The
latest time and date for receipt of completed Application Forms or
CREST applications and payment in respect of the Open Offer is
11.00 a.m. on 30 June 2020.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. The Application Form is not a document
of title and cannot be traded or otherwise transferred.
Rights of the New Ordinary Shares and application for
Admission
The New Ordinary Shares will, when issued, be credited as fully
paid up and will be issued subject to the Company's articles of
association and rank pari passu in all respects with the Existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid on or in respect of the
Ordinary Shares after the date of issue of the New Ordinary Shares,
and will on issue be free of all claims, liens, charges,
encumbrances and equities.
Application will be made to the London Stock Exchange for the
Admission of the New Ordinary Shares to trading on AIM. It is
expected that Admission of the New Ordinary Shares will occur on or
around 8.00 a.m. (London time) on 3 July 2020 (or such later time
and/or date as Stanford and Allenby Capital may agree with the
Company, not being later than 8.00 a.m. on 17 July 2020).
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlements under the Open 6.00 p.m. on 11 June
Offer 2020
Announcement of the Fundraising 7.00 a.m. on 15 June
2020
Publication and posting of this document, 15 June 2020
the Form of Proxy and (to Qualifying Non-CREST
Shareholders only) the Application Form
Ex-entitlement Date for the Open Offer 8.00 a.m. on 15 June
2020
Open Offer Entitlements and Excess CREST As soon as practical
Open Offer Entitlements credited to stock after 8.00 a.m. on 16
accounts of Qualifying CREST Shareholders June 2020
in CREST
Latest recommended time and date for requesting 4.30 p.m. on 24 June
withdrawal of Open Offer Entitlements and 2020
Excess CREST Open Offer Entitlements from
CREST
Latest time and date for depositing Open 3.00 p.m. on 25 June
Offer Entitlements and Excess CREST Open 2020
Offer Entitlements into CREST
Latest time and date for splitting Application 3.00 p.m. on 26 June
Forms (to satisfy bona fide market claims 2020
only)
Latest time and date for receipt of completed 10.00 a.m. on 29 June
Forms of Proxy and receipt of electronic 2020
proxy appointments via the CREST system
Latest time and date for receipt of the 11:00 a.m. on 30 June
completed Application Form and appropriate 2020
payment in respect of Open Offer Shares
or settlement of relevant CREST instruction
General Meeting 10.00 a.m. on 1 July
2020
Announcement of result of General Meeting 1 July 2020
and Open Offer
Admission and commencement of dealings in 8.00 a.m. on 3 July 2020
the New Ordinary Shares on AIM
CREST members' accounts credited in respect from 8.00 a.m. on 3 July
of New Ordinary Shares in uncertificated 2020
form
Despatch of definitive share certificates by 14 July 2020
for New Ordinary Shares in certificated
form
If any of the details contained in the timetable above should
change, the revised times and dates will be notified to
Shareholders by means of an announcement through a Regulatory
Information Service.
KEY STATISTICS
Number of Existing Ordinary Shares 539,949,917
Number of Placing Shares 505,000,000
Maximum number of Open Offer Shares 53,994,991
Issue Price 1 penny
Open Offer Entitlements under the Open Offer 1 New Ordinary
Share for every
10 Existing Ordinary
Shares
Percentage of the Enlarged Share Capital represented
by the New Ordinary Shares(1) 104 per cent.
Gross proceeds of the Placing GBP5.05 million
Maximum gross proceeds of the Open Offer Approximately
GBP540,000
Estimated net proceeds of the Fundraising(1)
GBP5.28 million
Enlarged Share Capital immediately following the
Fundraising(1) 1,098,944,908
Market capitalisation of the Company immediately
following the Fundraising at the Issue Price(1) GBP10.99 million
Note: (1) Assuming all the Open Offer Shares are taken up
pursuant to the Open Offer.
DEFINITIONS
The following de nitions apply throughout this document unless
the context otherwise requires:
"Act" the Companies Act 2006 (as amended);
"Admission" admission of the New Ordinary Shares to
trading on AIM becoming effective in accordance
with the AIM Rules for Companies;
"AIM" the market of that name operated by the
London Stock Exchange;
"AIM Rules for Companies" the AIM Rules for Companies, as published
and amended from time to time by the London
Stock Exchange;
"Allenby Capital" Allenby Capital Limited, a private limited
company incorporated in England and Wales
under registered number 06706681 and having
its registered office at 5 St. Helen's Place,
London EC3A 6AB, the Company's nominated
adviser and corporate finance adviser for
the purposes of the Fundraising;
"Application Form" the application form enclosed with this
document on which Qualifying Non-CREST Shareholders
may apply for Open Offer Shares under the
Open Offer;
"Board" or "Directors" the directors of the Company as at the date
of this document;
"Business Day" any day (excluding Saturdays and Sundays)
on which banks are open in London for normal
banking business and the London Stock Exchange
is open for trading;
"certificated" or "in where an Ordinary Share is not in uncertificated
certificated form" form (i.e. not in CREST);
"Chairman" the chairman of the Board;
"Company" or "Feedback" Feedback plc, a company registered in England
and Wales with registered number 00598696;
"CREST" the relevant system for the paperless settlement
of trades and the holding of uncerti cated
securities operated by Euroclear UK & Ireland
Limited in accordance with the CREST Regulations;
"CREST Manual" the CREST Manual referred to in agreements
entered into by Euroclear and available
at www.euroclear.com;
"CREST member" a person who has been admitted to CREST
as a system-member (as defined in the CREST
Regulations);
"CREST member account the identification code or number attached
ID" to a member account in CREST;
"CREST participant" a person who is, in relation to CREST, a
system-participant (as defined in the CREST
Regulations);
"CREST participant ID" shall have the meaning given in the CREST
Manual;
"CREST payment" shall have the meaning given in the CREST
Manual;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) including any enactment
or subordinate legislation which amends
or supersedes those regulations and any
applicable rules made under those regulations
or any such enactment or subordinate legislation
for the time being in force;
"CREST sponsor" a CREST participant admitted to CREST as
a CREST sponsor;
"CREST sponsored member" a CREST member admitted to CREST as a CREST
sponsored member;
"EIS" Enterprise Investment Scheme under the provisions
of Part 5 of the UK Income Tax Act 2007
(as amended);
"Enlarged Share Capital" the entire issued share capital of the Company
on Admission following completion of the
Fundraising;
"Euroclear" Euroclear UK & Ireland Limited;
"Excess Application the arrangement pursuant to which Qualifying
Facility" Shareholders may apply for additional Open
Offer Shares in excess of their Open Offer
Entitlement in accordance with the terms
and conditions of the Open Offer;
"Excess CREST Open Offer in respect of each Qualifying CREST Shareholder,
Entitlement" their entitlement (in addition to their
Open Offer Entitlement) to apply for Open
Offer Shares pursuant to the Excess Application
Facility, which is conditional on them taking
up their Open Offer
Entitlement in full;
"Excess Shares" Ordinary Shares applied for by Qualifying
Shareholders under the Excess Application
Facility;
"Ex-entitlement Date" the date on which the Existing Ordinary
Shares are marked "ex" for entitlement under
the Open Offer, being 15 June 2020;
"Existing Ordinary Shares" the 539,949,917 Ordinary Shares in issue
at the date of this document;
"FCA" the Financial Conduct Authority of the United
Kingdom;
"Form of Proxy" the form of proxy for use by Shareholders
in relation to the General Meeting, enclosed
with this document;
"FSMA" the Financial Services and Markets Act 2000
(as amended);
"Fundraising" the Placing and the Open Offer;
"General Meeting" or the General Meeting of the Company convened
"GM" for 10.00 a.m. on 1 July 2020 or any adjournment
thereof, notice of which is set out at the
end of this document;
"Group" the Company and its subsidiaries (as defined
in the Act);
"Issue Price" 1 penny per New Ordinary Share;
"London Stock Exchange" London Stock Exchange plc;
"Money Laundering Regulations" the money laundering and terrorist financing
provisions of the Criminal Justice Act 1993,
the Terrorism Act 2000, the Proceeds of
Crime Act 2002, the Terrorism Act 2006 and
the Money Laundering Regulations 2007, the
Money Laundering, Terrorist Financing and
Transfer of Funds (Information on the Payer)
Regulations 2017;
"New Ordinary Shares" together, the Placing Shares and the Open
Offer Shares;
"Notice of General Meeting" the notice convening the General Meeting
as set out at the end of this document;
"Open Offer Shares" 53,994,991 new Ordinary Shares being made
available to Qualifying Shareholders pursuant
to the Open Offer;
"Open Offer" the conditional invitation made to Qualifying
Shareholders to apply to subscribe for Open
Offer Shares at the Issue Price on the terms
and subject to the conditions set out in
Part III of this document and, where relevant,
in the Application Form;
"Open Offer Entitlement" the pro rata entitlement of a Qualifying
Shareholder, pursuant to the Open Offer,
to subscribe for 1 Open Offer Share for
every 10 Existing Ordinary Shares registered
in their name as at the Record Date;
"Official List" the Official List of the FCA;
"Ordinary Shares" the ordinary shares of 0.25 pence each in
the capital of the Company in issue from
time to time;
"Overseas Shareholder" a Shareholder with a registered address
outside the United Kingdom;
"Placees" subscribers for the Placing Shares;
"Placing Agreement" the conditional placing agreement entered
into between the Company, Allenby Capital
and Stanford in respect of the Placing,
dated 15 June 2020, as described in this
document;
"Placing" the proposed placing by Stanford (as agent
for the Company) of the Placing Shares with
certain institutional investors and existing
Shareholders, otherwise than on a pre-emptive
basis, at the Issue Price on the terms of
the Placing Agreement;
"Placing Shares" 505,000,000 new Ordinary Shares the subject
of the Placing;
"Proposals" the Placing and the Open Offer and other
matters contained in this document;
"Prospectus Regulation" EU Prospectus Regulation 2107/1129;
"Prospectus Rules" the rules made by the FCA under Part VI
of FSMA in relation to offers of transferable
securities to the public and admission of
transferable securities to trading on a
regulated market;
"Qualifying CREST Shareholders" Qualifying Shareholders holding Existing
Ordinary Shares in a CREST account;
"Qualifying Non-CREST Qualifying Shareholders holding Existing
Shareholders" Ordinary Shares in certificated form;
"Qualifying Shareholders" holders of Existing Ordinary Shares on the
register of members of the Company at the
Record Date (but excluding any Overseas
Shareholder who has a registered address
in the United States of America or any other
Restricted Jurisdiction);
"Receiving Agents", Share Registrars Limited, a private limited
"Registrar" or "Share company incorporated in England and Wales
Registrars" under registered number 04715037 and having
its registered office at 27-28 Eastcastle
Street, London, W1W 8DH, the Company's registrar
and receiving agent;
"Record Date" 6.00 p.m. on 11 June 2020 being the latest
time by which transfers of Existing Ordinary
Shares must be received for registration
by the Company in order to allow transferees
to be recognised as Qualifying Shareholders;
"Regulatory Information has the meaning given to it in the AIM Rules;
Service"
"Resolutions" the resolutions to be proposed at the General
Meeting, the full text of which are set
out in the Notice of General Meeting;
"Restricted Jurisdiction" United States of America, Canada, Australia,
Japan, New Zealand and the Republic of South
Africa and any other jurisdiction where
the extension or availability of the Fundraising
would breach any applicable law;
"Securities Act" US Securities Act of 1933 (as amended);
"Shareholders" the holders of Existing Ordinary Shares,
and the term "Shareholder" shall be construed
accordingly;
"Stanford" Stanford Capital Partners Limited, a private
limited company incorporated in England
and Wales under registered number 11192616
and having its registered office at Warden
House, 37 Manor Road, Colchester, Essex,
United Kingdom, CO3 3LX, the Company's broker
for the purposes of the Placing and Admission;
"stock account" an account within a member account in CREST
to which a holding of a particular share
or other security in CREST is credited;
"uncerti cated" or "uncerti means recorded on the relevant register
cated form" or other record of the share or other security
concerned as being held in uncerti cated
form in CREST, and title to which, by virtue
of the CREST Regulations, may be transferred
by means of CREST;
"United Kingdom" or the United Kingdom of Great Britain and
"UK" Northern Ireland;
"USE" Unmatched Stock Event instructions;
"VCT" a company which is, or which is seeking
to become, approved as a venture capital
trust under the provisions of Part 6 of
the Income Tax Act 2007; and
"GBP" or "Pounds" UK pounds sterling, being the lawful currency
of the United Kingdom.
Certain of the events in the above timetable are conditional
upon, inter alia, the approval of the Resolutions to be proposed at
the General Meeting.
All references to time and dates in this document are to time
and dates in London.
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
MSCGPUCGQUPUGBC
(END) Dow Jones Newswires
June 15, 2020 02:00 ET (06:00 GMT)
Feedback (LSE:FDBK)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Feedback (LSE:FDBK)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
