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Share Name Share Symbol Market Type Share ISIN Share Description
Cloudcall Group Plc LSE:CALL London Ordinary Share GB00B4XS5145 ORD 20P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 79.50 0.00 01:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Electronic & Electrical Equipment 9.6 -3.1 -8.7 - 39

Cloudcall Group PLC SCHEME BECOMES EFFECTIVE

26/01/2022 7:35am

UK Regulatory (RNS & others)


Cloudcall (LSE:CALL)
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TIDMCALL

RNS Number : 6227Z

Cloudcall Group PLC

26 January 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

26 January 2022

RECOMMENDED CASH ACQUISITION

of

CLOUDCALL GROUP PLC

by

XPLORER CAPITAL GROWTH I, LLC

(a newly formed company owned by funds managed and advised by Xplorer Capital Management LLC)

to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006

SCHEME BECOMES EFFECTIVE

On 9 December 2021, the directors of CloudCall Group plc ("CloudCall") and Xplorer Capital Growth I, LLC ("Xplorer Capital") announced that they had reached agreement on the terms of a recommended acquisition by Xplorer Capital of the entire issued and to be issued ordinary share capital of CloudCall (the "Acquisition"), to be effected by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The scheme document in connection with the Acquisition was published on 15 December 2021 (the "Scheme Document"). Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document.

On 24 January 2022, CloudCall announced that the High Court of Justice of England and Wales had sanctioned the Scheme at the Sanction Hearing on 24 January 2022 (the "Court Sanction Date").

CloudCall and Xplorer Capital are pleased to announce that, following the delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms and the entire issued and to be issued ordinary share capital of CloudCall is now owned by Xplorer Capital.

Settlement of consideration

Scheme Shareholders on CloudCall's register of members at the Scheme Record Time, being 6.00 p.m. (London time) on 25 January 2022, will be entitled to receive 81.5 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by despatch of a cheque (for Scheme Shareholders holding Scheme Shares in certificated form) or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in uncertificated form) as soon as practicable and in any event not later than 9 February 2022, being 14 days after the Effective Date, as set out in the Scheme Document.

In the case of Scheme Shares issued to satisfy the exercise of options under the CloudCall Share Plans after the making of the Court Order on 24 January 2022 and prior to the Scheme Record Time, being 6.00 p.m. (London time) on 25 January 2022, settlement of consideration to which any employee or director of CloudCall is due in respect of those Scheme Shares will be effected by payment through payroll as soon as practicable following receipt by the Company of payment in respect of such consideration from Xplorer Capital subject to the deduction of any applicable exercise price.

Suspension of trading and cancellation of admission to trading of CloudCall Shares

The admission to trading of, and dealings in, CloudCall Shares on the London Stock Exchange's AIM market was suspended with effect from approximately 7.30 a.m. on 26 January 2022. An application has been made to the London Stock Exchange in relation to the cancellation of the admission to trading of CloudCall Shares on the London Stock Exchange's AIM market which is expected to take effect by 7.00 a.m. on 27 January 2022.

Notice has also been given such that CloudCall Shares shall be withdrawn from their OTCQX designation upon open of business in New York on 27 January 2022.

A further announcement will be made when the admission to trading of CloudCall Shares has been cancelled and CloudCall Shares have had their OTCQX designation withdrawn.

CloudCall Board appointments and resignations

As the Scheme has now become Effective, CloudCall duly announces that, as of today's date, Peter Simmonds, Carl Farrell and Sophie Tomkins have tendered their resignations and have stepped down from the CloudCall Board. Simon Cleaver and Paul Williams remain on the CloudCall Board.

Dealing disclosures

CloudCall is no longer in an "Offer Period" as defined in the City Code on Takeovers and Mergers and accordingly the dealing disclosure requirements previously notified to investors no longer apply.

Full details of the Acquisition are set out in the Scheme Document.

Enquiries:

 
 CloudCall Group plc 
  Simon Cleaver (Chief Executive Officer)     +44 (0)20 3587 
  Paul Williams (Chief Financial Officer)               7188 
 Canaccord (financial adviser, nominated 
  adviser and Rule 3 adviser to CloudCall) 
  Simon Bridges 
  James Asensio 
  Thomas Diehl                                +44 (0)20 7523 
  Gordon Hamilton                                       8000 
 Peel Hunt (financial adviser to Xplorer 
  Capital) 
  James Britton 
  Oliver Jackson                              +44 (0)20 7418 
  James Smith                                           8900 
 

Norton Rose Fulbright LLP is retained as legal adviser to CloudCall .

Slaughter and May is retained as legal adviser to Xplorer Capital.

Important notices relating to financial advisers

Canaccord Genuity Limited ("Canaccord"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to CloudCall and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than CloudCall for providing the protections afforded to clients of Canaccord nor for providing advice in connection with any matter referred to herein. Neither Canaccord nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord in connection with this announcement, any statement contained herein, the Acquisition or otherwise. Canaccord has given, and not withdrawn, its consent to the inclusion of its advice in this announcement in the form and context in which it is included.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Xplorer Capital and for no one else in connection with the matters referred to in this announcement and will not be responsible to any person other than Xplorer Capital for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. Neither Peel Hunt nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with the matters referred to in this announcement, or otherwise.

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

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

END

OUPSEDFAIEESEFF

(END) Dow Jones Newswires

January 26, 2022 02:35 ET (07:35 GMT)

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