Cloudcall Group PLC Open Offer Information (2301O)

TIDMCALL

RNS Number : 2301O

Cloudcall Group PLC

30 September 2019

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

PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.

30 September 2019

CloudCall Group plc

("CloudCall" or the "Company")

Open Offer Information

Further to the announcement published this morning, CloudCall Group plc (AIM: CALL), a leading cloud-based software business that integrates communications technology with Customer Relationship Management ("CRM") platforms, provides the following information in relation to the Open Offer process (the "Open Offer").

The Company is pleased to offer all Qualifying Shareholders with the opportunity to participate in the announced Open Offer of up 502,604 Open Offer shares, to raise up to approximately GBP0.5 million, which will be made at the price of 100 pence per Ordinary Share (the "Issue Price"). The net proceeds from the Open Offer will be used to further strengthen the Company's balance sheet. The Open Offer is being made on the basis of:

1 Open Offer Share for every 53 Existing Ordinary Shares

held on the Record Date, at 100 pence each, payable in full on acceptance.

Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility. The Open Offer is not underwritten. Details of the Open Offer will be contained in the Circular.

The issue of the Placing Shares and the Open Offer Shares are conditional, inter alia, on the passing by Shareholders of the resolutions at the General Meeting of the Company, which is expected to be convened for 11.00 a.m. on 21 October 2019.

Application will be made in due course to the London Stock Exchange for the EIS/VCT Placing Shares, General Placing Shares and the Open Offer Shares to be admitted to trading on AIM. EIS/VCT Admission of the EIS/VCT Placing Shares are expected to be become effective and dealings in such shares are expected to commence at 8.00 a.m. on 22 October 2019. General Admission for the General Placing Shares and the Open Offer Shares is expected to become effective and dealings in such shares are expected to commence at 8.00 a.m. on 23 October 2019.

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

The Open Offer provides Qualifying Shareholders with an opportunity to participate in the proposed issue of the New Ordinary Shares whilst providing the Company with additional capital to further strengthen its balance sheet

The Circular, containing further details of the Placing and Open Offer and convening the General Meeting, an Application Form setting out each Qualifying Shareholder's Basic Entitlements and a proxy form is expected to be despatched to Shareholders on or around 2 October 2019 and will thereafter be available on the Company's website at: https://www.cloudcall.com/investor-zone/.

The definitions referenced in this announcement, remain in line with those from the announcement published at 7:01 a.m. (UK) on 30 September 2019, unless otherwise stated.

   1.      Expected Timetable of Principal Events 

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

 
 Event                                           Date 
----------------------------------------------  -------------------------------------- 
  Record Date for the Open Offer                     5.00 p.m. on 30 September 2019 
   Announcement of the Placing                        7.01 a.m. on 30 September 2019 
    and Open Offer 
   Existing Ordinary Shares marked                       8.00 a.m. on 1 October 2019 
    "ex" by the London Stock Exchange 
   Expected posting of Circular                                       2 October 2019 
   Basic and Excess Entitlements                                      3 October 2019 
    credited to stock accounts in 
    CREST of Qualifying CREST Holders 
   Recommended latest time for                          4.30 p.m. on 11 October 2019 
    requesting withdrawal of Basic 
    Entitlements and Excess Entitlements 
    from CREST 
   Latest time for depositing Basic                     3.00 p.m. on 14 October 2019 
    Entitlements and/or Excess Entitlements 
    into CREST 
   Latest time and date for splitting                   3.00 p.m. on 15 October 2019 
    of Application Forms (to satisfy 
    bona fide market claims only) 
   Latest time and date for receipt                    11.00 a.m. on 17 October 2019 
    of Forms of Proxy 
   Latest time and date for receipt                    11.00 a.m. on 17 October 2019 
    of completed Application Forms 
    and payment in full under the 
    Open Offer or settlement of 
    relevant CREST instruction (as 
    appropriate) 
   General Meeting                                     11.00 a.m. on 21 October 2019 
   Results of the General Meeting                                    21 October 2019 
    announced through a RIS 
   Expected date for EIS/VCT Admission                  8.00 a.m. on 22 October 2019 
    and commencement of dealings 
    of the EIS/VCT Placing Shares 
   Expected date for EIS/VCT Placing                                 22 October 2019 
    Shares to be credited to CREST 
    stock accounts 
   Expected date for General Admission                  8.00 a.m. on 23 October 2019 
    and commencement of dealings 
    of the General Placing Shares 
    and Open Offer Shares 
   Expected date for General Placing                                 23 October 2019 
    Shares and Open Offer Shares 
    to be credited to CREST stock 
    accounts 
   Expected date for despatch of                                  by 29 October 2019 
    definitive share certificates 
    for EIS/VCT Placing Shares 
   Expected date for despatch of                                  by 30 October 2019 
    definitive share certificates 
    for General Placing Shares and 
    Open Offer Shares 
   Long Stop Date                                       8.00 a.m. on 5 November 2019 
 

Notes

Each of the times and dates in the above timetable, and shown elsewhere in this Announcement, are indicative only and 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.

For further information, please contact:

 
 CloudCall Group plc:                            Tel: [phone] 
  Simon Cleaver, Chief Executive Officer          7188 
  Paul Williams, Chief Financial Officer 
 Canaccord Genuity Limited (Nomad, Sole Broker   Tel: [phone] 
  and Bookrunner):                                8000 
  Simon Bridges 
  Richard Andrews 
 

About CloudCall Group Plc:

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

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

At the end of June 2019, the Company had approximately 150 staff based predominantly in Leicester and London (UK), Boston (US) and Minsk (BY), with just under 37,000 end-users relying on CloudCall technology to power their daily communications.

IMPORTANT NOTICE

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

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

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

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

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

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

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

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

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

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

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

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September 30, 2019 12:30 ET (16:30 GMT)