Xplorer Capital Growth I, LLC Recommended cash acquisition of CloudCall Group (1067V)

Share Name	Share Symbol	Market	Type	Share ISIN	Share Description
Cloudcall Group Plc	LSE:CALL	London	Ordinary Share	GB00B4XS5145	ORD 20P

Industry Sector	Turnover	Profit	EPS - Basic	PE Ratio	Market Cap
	0	0		N/A	0

Cloudcall (LSE:CALL)
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TIDMCALL

RNS Number : 1067V

Xplorer Capital Growth I, LLC

09 December 2021

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

9 December 2021

RECOMMED CASH ACQUISITION

CLOUDCALL GROUP PLC

XPLORER CAPITAL GROWTH I, LLC

(a newly formed company owned by funds managed and advised by

Xplorer Capital Management LLC)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Summary and highlights

-- The board of directors of CloudCall Group plc ("CloudCall") and Xplorer Capital Growth I, LLC ("Xplorer Capital"), a newly formed company owned by funds managed and advised by Xplorer Capital Management LLC, are pleased to announce that they have reached agreement on the terms of a recommended all cash offer by Xplorer Capital for the entire issued, and to be issued, ordinary share capital of CloudCall (the "Acquisition").

   --      Under the terms of the Acquisition, CloudCall Shareholders will be entitled to receive:

81.5 pence for each CloudCall Share

-- The Acquisition values the entire issued and to be issued share capital of CloudCall at approximately GBP39.9 million on a fully diluted basis and the price of 81.5 pence per CloudCall Share represents a premium of approximately:

a) 71.6 per cent. to the Closing Price of 47.5 pence per CloudCall Share on 8 December 2021 (being the last Business Day before the commencement of the Offer Period);

b) 62.5 per cent. to the volume-weighted average price of 50.2 pence per CloudCall Share for the one-month period ended 8 December 2021 (being the last Business Day before the commencement of the Offer Period); and

c) 43.8 per cent. to the volume-weighted average price of 56.7 pence per CloudCall Share for the three-month period ended 8 December 2021 (being the last Business Day before the commencement of the Offer Period).

-- If, on or after the date of this announcement and before the Effective Date, any dividend, distribution or other return of capital or value is announced, declared, made or paid by CloudCall or becomes payable by CloudCall in respect of the CloudCall Shares, Xplorer Capital reserves the right to reduce the consideration payable under the terms of the Acquisition of the CloudCall Shares by an amount up to the amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Xplorer Capital of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, CloudCall Shareholders would be entitled to receive and retain any such dividend and/or other distribution and/or return of capital or value.

-- It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

Transaction overview

-- The Acquisition is an all cash offer for CloudCall by Xplorer Capital, unanimously recommended by the CloudCall Directors.

-- Xplorer Capital believes that CloudCall would benefit from returning to private ownership with the support of a growth-focused shareholder.

-- Xplorer Capital intends to provide the capital and long-term view of value creation to enable the management team to make the necessary investment in working capital to upgrade its technology platform, improve and expand product capabilities, and greatly expand and enhance the company's sales capacity.

Recommendation

-- The CloudCall Directors, who have been so advised by Canaccord as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the CloudCall Directors, Canaccord has taken into account the commercial assessments of the CloudCall Directors. Canaccord is providing independent financial advice to the CloudCall Directors for the purposes of Rule 3 of the Takeover Code.

-- Accordingly, the CloudCall Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that CloudCall Shareholders vote in favour of the Resolution to be proposed at the General Meeting as the CloudCall Directors who hold CloudCall Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 1,331,153 CloudCall Shares in aggregate, representing approximately 2.8 per cent. of CloudCall's issued share capital on 8 December 2021 (being the last Business Day before the date of this announcement).

Irrevocable undertakings and letters of intent

-- In addition, Xplorer Capital has received letters of intent to vote in favour of the resolutions relating to the Acquisition at the Meetings (or in the event that the Acquisition is implemented by a Takeover Offer, to accept such Takeover Offer) from Herald Investment Management Limited, Burgundy Asset Management Ltd and Goudy Park Management, LLC, in respect of a total of 10,133,301 CloudCall Shares, representing in aggregate approximately 21.1 per cent. of the issued ordinary share capital of CloudCall on 8 December 2021 (being the last Business Day before the date of this announcement).

-- In total, therefore, Xplorer Capital has received irrevocable undertakings or letters of intent, including those irrevocable undertakings from the CloudCall Directors who own CloudCall Shares, in respect of, in aggregate, 11,464,454 CloudCall Shares, representing approximately 23.9 per cent. of the issued ordinary share capital of CloudCall on 8 December 2021 (being the last Business Day before the date of this announcement).

-- Further details of these irrevocable undertakings and letters of intent are set out in Appendix 3 to this announcement.

Background to and reasons for the Acquisition

-- Xplorer Capital believes that CloudCall has developed a leading position providing communications technology to Customer Relationship Management ("CRM") platforms. Xplorer Capital considers there is significant scope for increased adoption of CloudCall's technology if CloudCall has access to additional finance.

-- To maximise the market opportunity, Xplorer Capital believes that CloudCall would benefit from returning to private ownership with the support of a growth-focused shareholder, who can provide the necessary capital and long-term view of value creation to enable the management team to make the investment in working capital to upgrade its technology platform, improve and expand product capabilities, and greatly expand and enhance the company's sales capacity.

-- Xplorer Capital will provide this meaningful investment and the flexibility to allow CloudCall's management team to focus their attention on executing their long-term growth strategy and maximise the growth potential of the business, whilst also providing strategic support to develop new growth areas and operational expertise to drive efficiency.

Information relating to Xplorer Capital and Xplorer Capital Management LLC

Xplorer Capital and Xplorer Capital Management LLC

-- Xplorer Capital is a newly formed entity owned and managed by funds advised by Xplorer Capital Management LLC. Xplorer Capital Management LLC is a global technology investment firm based in Silicon Valley, California. The core focus of funds managed by Xplorer Capital Management LLC is to invest in emerging and disruptive technologies that transform traditional industries on a global scale. Xplorer Capital Management LLC likes to form long-term partnerships with founders and management teams, and works hard to support its portfolio companies by leveraging its experience and connections. The firm has approximately $500 million under management and is actively pursuing new investment opportunities that fit the fund's thesis.

-- Xplorer Capital Management LLC's investment vehicles are funded by a range of long-term investors that are of a scale that can provide sufficient capital to fund CloudCall's long-term requirements in addition to the cost of acquisition. Xplorer Capital, the acquisition entity, will be managed by Xplorer Capital Management LLC which is leading this investment opportunity, and the other investors in Xplorer Capital will be passive equity providers for these purposes. These investors include the family office of Pete Briger.

Timetable and Conditions

-- It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Xplorer Capital reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel).

-- The terms of the Acquisition will be put to the Scheme Shareholders at the Court Meeting and to the CloudCall Shareholders at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders, present and voting (and entitled to vote) at the Court Meeting, whether in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders (or the relevant class or classes thereof). In addition, at the General Meeting to implement the Scheme, the Resolution must be passed by CloudCall Shareholders representing at least 75 per cent. of the votes validly cast on the Resolution, whether in person or by proxy. The General Meeting will be held immediately after the Court Meeting.

-- The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1 and to be set out in the Scheme Document, which will also set out further details of the Acquisition. It is expected that the Scheme Document containing further information about the Acquisition and notices of the Meetings, together with the Forms of Proxy, will be published within 28 days of the date of this announcement (or such later date as may be agreed by Xplorer Capital and CloudCall with the consent of the Panel). An expected timetable of principal events will be included in the Scheme Document.

-- The Acquisition is expected to become Effective in the first calendar quarter of 2022, subject to satisfaction (or, where applicable, waiver) of the Conditions and the further terms set out in Appendix 1.

Comments on the Acquisition

Commenting on the Acquisition, Keith Nilsson, founder and Managing Partner of Xplorer Capital Management LLC, said:

-- "We are delighted to have reached agreement on the terms of the Acquisition with the board of CloudCall. We believe CloudCall would benefit from returning to private ownership with the support of a growth-focused shareholder and look forward to accelerating the growth of the business and helping it to reach its full potential by providing CloudCall with access to significant additional capital resources."

Commenting on the Acquisition, Peter Simmonds, Non-Executive Chairman of CloudCall, said:

-- "Over recent years, the management of CloudCall has continued to develop its product mix, enhanced its client base and positioned itself for growth. However, CloudCall operates in a highly competitive environment where many of its peers are larger and better capitalised and CloudCall will require additional funding to continue to support its strategy and remain competitive. Against this backdrop, I believe the offer from Xplorer Capital represents an attractive premium, provides certain value today for CloudCall shareholders and provides CloudCall with the opportunity to access significant further capital to implement CloudCall's strategy in the future."

The above summary should be read in conjunction with, and is subject to, the full text of this announcement (including its Appendices). The Acquisition will be subject to the Conditions and other terms set out in Appendix 1 and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 contains bases and sources of certain information contained in this announcement. Details of irrevocable undertakings and letters of intent received are set out in Appendix 3. Certain terms used in this summary and this announcement are defined in Appendix 4.

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

Slaughter and May is acting as legal adviser to Xplorer Capital in connection with the Acquisition.

Norton Rose Fulbright LLP is acting as legal adviser to CloudCall in connection with the Acquisition.

The person responsible for arranging the release of this announcement on behalf of CloudCall is Simon Cleaver, Chief Executive Officer.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of CloudCall in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document).

CloudCall and Xplorer Capital will prepare the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) to be distributed to CloudCall Shareholders. CloudCall and Xplorer Capital urge CloudCall Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

Disclaimers

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.

Overseas jurisdictions

This announcement has been prepared in accordance with, and for the purpose of complying with, the laws of England and Wales and the Takeover Code, and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements of their jurisdictions.

The availability of the Acquisition to CloudCall Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their CloudCall Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Unless otherwise determined by Xplorer Capital or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or

by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.

Notice to US investors in CloudCall

US holders of CloudCall Shares should note that the Acquisition relates to the shares of an English company with a listing on AIM and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure and procedural requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.

The financial information included in this announcement and the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) has been or will have been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

However, if, in the future, Xplorer Capital exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Takeover Offer will be made in compliance with applicable United States tender offer and securities laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

The receipt of cash pursuant to the Acquisition by a US holder of CloudCall Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. The US tax consequences of the Acquisition, if any, are not described herein. Each CloudCall Shareholder is therefore urged to consult with legal, tax and financial advisers in connection with making a decision regarding the Acquisition.

It may be difficult for US holders of CloudCall Shares to enforce their rights and any claims arising out of US federal laws, since CloudCall is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of a non-US jurisdiction. US holders of CloudCall Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

To the extent permitted by applicable law, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Xplorer Capital, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, CloudCall Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of Canaccord and Peel Hunt will continue to act as an exempt principal trader in CloudCall Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at www.londonstockexchange.com .

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Acquisition, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

Forward-looking statements

This announcement (including information incorporated by reference into this announcement), oral statements made regarding the Acquisition, and other information published by Xplorer Capital and CloudCall contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Xplorer Capital and CloudCall about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Xplorer Capital and CloudCall, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Xplorer Capital and CloudCall believe that the expectations reflected in such forward-looking statements are reasonable, Xplorer Capital and CloudCall can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.

There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; the anticipated benefits from the Acquisition not being realised as a result of changes in general economic and market conditions in the countries in which Xplorer Capital and CloudCall operate; weak, volatile or illiquid capital and/or credit markets; changes in the degree of competition in the geographic and business areas in which Xplorer Capital and CloudCall operate; and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.

Neither Xplorer Capital nor CloudCall, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given the risks and uncertainties, you are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Xplorer Capital nor CloudCall is under any obligation, and Xplorer Capital and CloudCall expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10(th) Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10(th) Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

No profit forecasts, estimates or quantified financial benefits statements

No statement in this announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for CloudCall for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for CloudCall.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on CloudCall's website at https://cloudcall.com/investor/offer-for-cloudcall/ and Xplorer Capital's website at www.xplorer.vc/disclaimer/ by no later than 12 noon (London time) on the first Business Day following the date of this announcement. For the avoidance of doubt, neither the contents of these websites nor the contents of any websites accessible from any hyperlinks is incorporated into or forms part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, CloudCall Shareholders may request a hard copy of this announcement (and any information incorporated by reference in this announcement), free of charge, by contacting Link Group during business hours on +44 (0)371 664 0391 (from within the United Kingdom) or by submitting a request in writing to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9.00 am to 5.30 pm, Monday to Friday excluding public holidays in England and Wales.

For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by CloudCall Shareholders, persons with information rights and other relevant persons for the receipt of communications from CloudCall may be provided to Xplorer Capital during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

General

If the Acquisition is effected by way of a Takeover Offer, and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Xplorer Capital intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining CloudCall Shares in respect of which the Takeover Offer has not been accepted.

Investors should be aware that Xplorer Capital may purchase CloudCall Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

9 December 2021

RECOMMED CASH ACQUISITION

CLOUDCALL GROUP PLC

XPLORER CAPITAL GROWTH I, LLC

(a newly formed company owned by funds managed and advised by

Xplorer Capital Management LLC)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

   1.         Introduction

The board of directors of CloudCall Group plc ("CloudCall") and Xplorer Capital Growth I, LLC ("Xplorer Capital"), a newly formed company owned by funds managed and advised by Xplorer Capital Management LLC, are pleased to announce that they have reached agreement on the terms of a recommended all cash offer by Xplorer Capital for the entire issued, and to be issued, ordinary share capital of CloudCall (the "Acquisition").

   2.         The Acquisition

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. The purpose of the Scheme is to enable Xplorer Capital to acquire the whole of the issued and to be issued share capital of CloudCall.

Under the terms of the Acquisition, CloudCall Shareholders will be entitled to receive:

81.5 pence for each CloudCall Share

The Acquisition values the entire issued and to be issued share capital of CloudCall at approximately GBP39.9 million on a fully diluted basis, and the price of 81.5 pence per CloudCall Share represents a premium of approximately:

-- 71.6 per cent. to the Closing Price of 47.5 pence per CloudCall Share on 8 December 2021 (being the last Business Day before the commencement of the Offer Period);

-- 62.5 per cent. to the volume-weighted average price of 50.2 pence per CloudCall Share for the one-month period ended 8 December 2021 (being the last Business Day before the commencement of the Offer Period); and

-- 43.8 per cent. to the volume-weighted average price of 56.7 pence per CloudCall Share for the three-month period ended 8 December 2021 (being the last Business Day before the commencement of the Offer Period).

If, on or after the date of this announcement and before the Effective Date, any dividend, distribution or other return of capital or value is announced, declared, made or paid by CloudCall or becomes payable by CloudCall in respect of the CloudCall Shares, Xplorer Capital reserves the right to reduce the consideration payable under the terms of the Acquisition of the CloudCall Shares by an amount up to the amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Xplorer Capital of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, CloudCall Shareholders would be entitled to receive and retain any such dividend and/or other distribution and/or return of capital or value.

The CloudCall Shares will be acquired fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto.

   3.         Background to and reasons for the Acquisition

Xplorer Capital believes that CloudCall has developed a leading position providing communications technology to CRM platforms. Xplorer Capital considers there is significant scope for increased adoption of CloudCall's technology if CloudCall has access to additional finance.

To maximise the market opportunity, Xplorer Capital believes that CloudCall would benefit from returning to private ownership with the support of a growth-focused shareholder, who can provide the necessary capital and long-term view of value creation to enable the management team to make the investment in working capital to upgrade its technology platform, improve and expand product capabilities, and greatly expand and enhance the company's sales capacity.

Xplorer Capital will provide this meaningful investment and the flexibility to allow CloudCall's management team to focus their attention on executing their long-term growth strategy and maximise the growth potential of the business, whilst also providing strategic support to develop new growth areas and operational expertise to drive efficiency.

   4.         Recommendation

The CloudCall Directors, who have been so advised by Canaccord as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the CloudCall Directors, Canaccord has taken into account the commercial assessments of the CloudCall Directors. Canaccord is providing independent financial advice to the CloudCall Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the CloudCall Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that CloudCall Shareholders vote in favour of the Resolution to be proposed at the General Meeting as the CloudCall Directors who hold CloudCall Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 1,331,153 CloudCall Shares in aggregate, representing approximately 2.8 per cent. of CloudCall's issued share capital on 8 December 2021 (being the last Business Day before the date of this announcement).

Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3.

   5.         Background to and reasons for the Recommendation

Following the outbreak of COVID-19, 2020 was a challenging year for the CloudCall Group with projected growth levels materially interrupted. In the first half of the year, revenues decreased by 7 per cent., and even though revenues recovered by 12 per cent. in the second half of the year (a V-shaped recovery) the net result was growth of only 4 per cent. for the full year.

Since the middle of last year, the CloudCall Group has seen the recruitment sector, which represents over 50 per cent. of its revenues, bounce back strongly with improving sales to new customers which accelerated through the first half of 2021.

The CloudCall Group's growth strategy has remained focused on targeting three areas:

   1.         increasing its addressable market by launching more CRM integrations;

2. continuing to deliver new product enhancements that bring tangible benefits to its customers; and

3. improving internal systems and processes to enable it to scale up and deliver the growth the CloudCall Board believes the CloudCall Group is capable of.

The above strategy has been designed to deliver attractive levels of revenue growth, whilst keeping operating expenditure growth at approximately 10 per cent. per annum in order to meet the CloudCall Board's ambition of achieving monthly EBITDA breakeven by mid-2023. Successful execution of the strategy will require significant further capital that the CloudCall Board will have to put in place through a combination of new equity capital and increasing and extending its debt facility. The CloudCall Group is conscious that this strategy is not one that appeals to all CloudCall Shareholders. From interactions with its shareholders, the CloudCall Group is aware that there is conflicting sentiment between those who would prefer the CloudCall Group to invest more in order for it to grow faster and deliver greater scale, whilst conversely, there are those who would prefer the CloudCall Group to reduce levels of operating expenditure and focus on achieving a cash breakeven position.

At the same time, the CloudCall Group is operating in a marketplace where many of its key competitors are materially larger and better capitalised, some of which have raised, on average, over $100 million in additional funding since Q3 2020. The CloudCall Board believes access to such capital will enable these companies to invest more and compete strongly in product development, customer service and sales. It also means they may be perceived as a more attractive employer "investing in growth" and in recent times the CloudCall Group has seen a more challenging environment for staff retention and recruitment. In this context, it is vitally important for the CloudCall Group to ensure its offering remains competitive given the increasing threat posed by larger and better funded competitors.

As mentioned above, in order to execute its strategy, based on the CloudCall Group's current operating expenditure plans, the CloudCall Group will be required to raise more equity capital in the coming few months. Given current stock market conditions, the potential disruption of COVID-19 impacting operational performance and the varying views of CloudCall Shareholders, the CloudCall Board believes a future capital raise from the public markets may be challenging.

Against this background, after careful consideration, the CloudCall Board has determined that the Acquisition is in the best interests of CloudCall Shareholders.

In considering the terms of the Acquisition, the CloudCall Directors have considered a number of factors, including:

1. The CloudCall Group is operating in a marketplace where the majority of its key competitors are materially larger and better capitalised.

2. The potential challenges facing the CloudCall Group to secure a sufficient combination of debt and equity funding on appropriate terms to execute its strategy.

3. Xplorer Capital has the financial strength and has indicated a willingness to invest significant capital in the CloudCall Group to help support its growth strategy and provide the long term capital needed to compete successfully against better capitalised competitors.

4. The potential of a well-capitalised business under new ownership is to the benefit of all stakeholders, partners, customers and employees.

5. In addition, the Acquisition represents an opportunity for CloudCall Shareholders to crystalise value, in cash, at a price of 81.5 pence per CloudCall Share which represents a premium of approximately:

a) 71.6 per cent. to the Closing Price of 47.5 pence per CloudCall Share on 8 December 2021 (being the last Business Day before the commencement of the Offer Period);

   6.         Irrevocable undertakings and letters of intent

The CloudCall Directors who hold CloudCall Shares have irrevocably undertaken to vote (or, in respect of CloudCall Shares where their interest is solely beneficial, use all reasonable endeavours to procure the exercise of all such voting rights) in favour of the resolutions relating to the Acquisition at the Meetings (or in the event that the Acquisition is implemented by a Takeover Offer, to accept such Takeover Offer) in respect of 1,331,153 CloudCall Shares in aggregate, representing approximately 2.8 per cent. of CloudCall's issued share capital on 8 December 2021 (being the last Business Day before the date of this announcement).

In addition, Xplorer Capital has received letters of intent to vote in favour of the resolutions relating to the Acquisition at the Meetings (or in the event that the Acquisition is implemented by a Takeover Offer, to accept such Takeover Offer) from Herald Investment Management Limited, Burgundy Asset Management Ltd and Goudy Park Management, LLC, in respect of a total of 10,133,301 CloudCall Shares, representing in aggregate approximately 21.1 per cent. of the issued ordinary share capital of CloudCall on 8 December 2021 (being the last Business Day before the date of this announcement).

In total, therefore, Xplorer Capital has received irrevocable undertakings or letters of intent, including those irrevocable undertakings from the CloudCall Directors who own CloudCall Shares, in respect of, in aggregate, 11,464,454 CloudCall Shares, representing approximately 23.9 per cent. of the issued ordinary share capital of CloudCall on 8 December 2021 (being the last Business Day before the date of this announcement).

Further details of these irrevocable undertakings and letters of intent are set out in Appendix 3 to this announcement.

   7.         Information relating to CloudCall

CloudCall is a software and integrated 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 and improve performance.

The CloudCall suite of software products allows companies to fully integrate telephony, messaging and contact centre capabilities 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.

CloudCall reported revenues of GBP6.4 million in H1 2021 (H1 2020: GBP5.8 million) and an adjusted EBITDA loss of GBP2.6 million (excluding share based payments) for the same period (H1 2020: loss of GBP1.7 million) as the CloudCall Group continued its strategy to invest in those areas that will drive future revenue growth.

   8.         Information relating to Xplorer Capital and Xplorer Capital Management LLC

Xplorer Capital is a newly formed entity owned and managed by funds advised by Xplorer Capital Management LLC. Xplorer Capital Management LLC is a global technology investment firm based in Silicon Valley, California. The core focus of funds managed by Xplorer Capital Management LLC is to invest in emerging and disruptive technologies that transform traditional industries on a global scale. Xplorer Capital Management LLC likes to form long-term partnerships with founders and management teams, and works hard to support its portfolio companies by leveraging its experience and connections. The firm has approximately $500 million under management and is actively pursuing new investment opportunities that fit the fund's thesis.

Xplorer Capital Management LLC's investment vehicles are funded by a range of long-term investors that are of a scale that can provide sufficient capital to fund CloudCall's long-term requirements in addition to the cost of acquisition. Xplorer Capital, the acquisition entity, will be managed by Xplorer Capital Management LLC which is leading this investment opportunity, and the other investors in Xplorer Capital will be passive equity providers for these purposes. These investors include the family office of Pete Briger.

Further details in relation to Xplorer Capital will be contained in the Scheme Document.

   9.         Directors, management, employees, pensions, research and development and locations

Xplorer Capital's strategic plans for CloudCall

Xplorer Capital holds the reputation of the CloudCall management team and staff in high regard. Xplorer Capital believes that the CloudCall management team complement Xplorer Capital's existing knowledge in CloudCall's sector.

Xplorer Capital is supportive of the CloudCall management team's existing strategy of investing in core technology while continuing to grow through focused integrations with CRM partners and following completion of the Acquisition, intends to continue to support and pursue it by providing CloudCall with access to significant additional capital resources to accelerate the growth of the business.

Employees and management

Xplorer Capital attaches great importance to the skill and experience of the CloudCall management team and employees and recognises that the commitment of the employees and management of CloudCall will be a critical part of the future success of the business. Xplorer Capital intends to support the CloudCall management team and, save as set out below with respect to changes to certain functions associated with operating the business under public ownership, Xplorer Capital has no intention to make any change to the continued employment of the employees and management of the CloudCall Group, including any material changes to the terms and conditions of employment or in the balance of skills and functions of the management and employees of the CloudCall Group as a result of the Acquisition. It is intended that, with effect from the Effective Date, each of the non-executive members of the CloudCall Board will resign from his or her office as a director of CloudCall.

Once CloudCall ceases to be a listed company there may be certain functions associated with operating the business under public ownership which are no longer required or are reduced in scope, which Xplorer Capital will review in conjunction with the CloudCall management team. There could be headcount reductions associated with plc functions but given the nature of how these functions are operated at CloudCall, some of these employees could be redeployed in other roles.

Conditions of employment and existing rights and pensions

Xplorer Capital confirms that, following completion of the Acquisition, the existing contractual and statutory rights and terms and conditions of employment, including pension rights and obligations, of the management and employees of the CloudCall Group will be fully safeguarded in accordance with applicable law.

The CloudCall Group operates a defined contribution pension scheme on behalf of all qualified employees. The assets of the scheme are held separately from those of the CloudCall Group in independently administered funds. Xplorer Capital does not intend to make any changes to the current employer pension contribution arrangements, the accrual of benefits for existing members or the rights of admission of new members under the pension scheme.

Headquarters, locations and research and development

Following completion of the Acquisition, CloudCall will retain its head office operations in Leicester. Xplorer Capital has no plans to undertake any change in any locations of CloudCall's places of business or the functions of the head office save as set out above in respect of plc functions.

In terms of research and development, CloudCall has product and software development teams working on improving and upgrading legacy software systems that are in need of repair and updating. In addition, CloudCall has teams to enhance and add features to CloudCall's advanced communication software that integrate with CRM systems, which Xplorer Capital plans to develop through its investment.

Management incentive arrangements

Following completion of the Acquisition, Xplorer Capital intends to review the management, governance and incentive structure of CloudCall and put in place incentivisation arrangements for certain managers and employees of CloudCall. The terms of these arrangements are to be determined at the appropriate time following discussion with management. Xplorer Capital has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangements with members of the CloudCall management or employees, and no such discussions will take place prior to completion of the Acquisition.

Trading facilities

The CloudCall Shares are currently listed on the London Stock Exchange's AIM market and are designated as "OTCQX securities" by the OTC Market Group, which through a subsidiary operates an SEC registered alternative trading system in the United States. Subject to the Scheme becoming Effective, an application will be made to the London Stock Exchange to cancel the admission of the CloudCall Shares to trading on AIM, following which CloudCall will be re-registered as a private limited company. CloudCall will also be arranging for withdrawal of the Company's securities from OTCQX designation following the Effective Date.

   10.       CloudCall Share Plans

Participants in the CloudCall Share Plans will be contacted regarding the effect of the Acquisition on their options and awards under the CloudCall Share Plans and an appropriate proposal will be made to such participants in due course. Details of the proposal will be set out in the Scheme Document (or, as the case may be, the Offer Document) and in separate letters to be sent to participants in the CloudCall Share Plans.

   11.        Financing of the Acquisition

The Cash Consideration payable by Xplorer Capital under the terms of the Acquisition will be funded from the existing cash resources of Xplorer Capital.

Peel Hunt, in its capacity as financial adviser to Xplorer Capital, is satisfied that sufficient resources are available to satisfy in full the Cash Consideration payable to CloudCall Shareholders under the terms of the Acquisition.

   12.       Offer-related arrangements

On 28 November 2021, Xplorer Capital and CloudCall entered into a confidentiality agreement in relation to the Acquisition (the "Confidentiality Agreement"), pursuant to which, amongst other things, Xplorer Capital gave certain undertakings to: (a) subject to certain exceptions, keep information relating to CloudCall and the Acquisition confidential and not to disclose it to third parties; and (b) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force until the earlier of two years from the date of the Confidentiality Agreement or completion of the Acquisition by Xplorer Capital.

   13.       Scheme process

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between CloudCall and the Scheme Shareholders under Part 26 of the Companies Act. Xplorer Capital reserves the right to effect the Acquisition by way of a Takeover Offer, subject to the consent of the Panel.

The purpose of the Scheme is to provide for Xplorer Capital to become owner of the whole of the issued and to be issued share capital of CloudCall. Under the Scheme, the Acquisition is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to Xplorer Capital in consideration for which Scheme Shareholders will receive the Cash Consideration on the basis set out in paragraph 2 above. The procedure involves, among other things, a petition by CloudCall to the Court to sanction the Scheme.

The Acquisition will be subject to the Conditions and the further terms referred to in Appendix 1 and the full terms and conditions to be set out in the Scheme Document and will only become Effective if, among other things, the following events occur on or before the Long Stop Date (or such later date as Xplorer Capital and CloudCall may, with the consent of the Panel, agree and, if required, the Court may allow):

-- a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of each class of the Scheme Shares held by those Scheme Shareholders;

-- the Resolution is passed at the General Meeting by CloudCall Shareholders representing at least 75 per cent. of the votes validly cast on the Resolution, whether in person or by proxy;

-- following the Meetings, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Xplorer Capital and CloudCall); and

-- following such sanction, an office copy of the Scheme Court Order is delivered to the Registrar of Companies.

Upon the Scheme becoming Effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Meetings (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of CloudCall Shares will cease to be valid and entitlements to CloudCall Shares held within the CREST system will be cancelled. In accordance with the applicable provisions of the Takeover Code, the Cash Consideration for the transfer of the Scheme Shares to Xplorer Capital will be despatched no later than 14 days after the Effective Date.

Any CloudCall Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolution to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any CloudCall Shares issued after the Scheme Record Time (other than to Xplorer Capital and/or its nominees) to be automatically transferred to Xplorer Capital on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Xplorer Capital and its nominees) holding CloudCall Shares after the Effective Date.

If the Scheme does not become Effective on or before the Long Stop Date, it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents).

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders. It is expected that the Scheme Document, together with the Forms of Proxy, will be published as soon as practicable and in any event within 28 days of the date of this announcement (unless the Panel agrees otherwise).

Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become Effective in the first calendar quarter of 2022. The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.

   14.       Dividends

If, on or after the date of this announcement and before the Effective Date, any dividend, distribution or other return of capital or value is announced, declared, made or paid by CloudCall or becomes payable by CloudCall in respect of the CloudCall Shares, Xplorer Capital reserves the right to reduce the consideration payable under the terms of the Acquisition of the CloudCall Shares by an amount up to the amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. In such circumstances, CloudCall Shareholders would be entitled to receive and retain any such dividend and/or other distribution and/or return of capital or value.

   15.       Disclosure of interests in CloudCall

Except for the irrevocable undertakings referred to in paragraph 6 above or as disclosed below in this paragraph 15, as at the close of business on 8 December 2021 (being the last Business Day before the date of this announcement), neither Xplorer Capital nor any of their respective directors or equivalent persons, nor, so far as Xplorer Capital is aware, any person acting in concert (within the meaning of the Takeover Code) with Xplorer Capital:

   --      has any interest in, or right to subscribe for, any relevant securities of CloudCall; nor

-- has any short position in CloudCall Shares, including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery of relevant securities of CloudCall; nor

-- has borrowed or lent any relevant securities of CloudCall or entered into any financial collateral arrangements relating to relevant securities of CloudCall; nor

-- is party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code in relation to relevant securities of CloudCall.

 
 Name                   Nature of interest    Number of CloudCall   Percentage of 
                                               Shares                CloudCall's 
                                                                     issued share 
                                                                     capital (per 
                                                                     cent.) 
 Shaun Noll, 
  Chief Investment 
  Officer to the 
  Briger family 
  office, as a 
  concert party 
  (within the 
  meaning of the 
  Takeover Code) 
  of Xplorer Capital    CloudCall Shares      549,770               1.1 
                       --------------------  --------------------  --------------

An "interest in" securities for these purposes arises, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to securities.

   16.       Delisting, cancellation of trading and re-registration

It is expected that the last day of dealings in CloudCall Shares on the London Stock Exchange's AIM market will be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 pm (London time) on that date.

Subject to the Scheme becoming effective, CloudCall will make an application to the London Stock Exchange for the cancellation of the admission to trading of the CloudCall Shares on the London Stock Exchange's AIM market, to take effect on or shortly after the Effective Date.

Following the Scheme becoming Effective and after the delisting and cancellation of admission to trading of the CloudCall Shares, it is intended that CloudCall be re-registered as a private limited company as soon as practicable following the Effective Date.

Upon the delisting and cancellation of admission to trading of the CloudCall Shares on the London Stock Exchange's AIM market, the CloudCall Shares will no longer trade in the over-the-counter market in the United States.

   17.       Consents

Canaccord and Peel Hunt have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

   18.       Documents available for inspection

Copies of the following documents will be published, by no later than 12 noon (London time) on the first Business Day following the date of this announcement, on CloudCall's website at https://cloudcall.com/investor/offer-for-cloudcall/ and Xplorer Capital's website at www.xplorer.vc/disclaimer until the Effective Date:

   --      this announcement;

-- the irrevocable undertakings and letters of intent referred to in paragraph 6 above and summarised in Appendix 3;

   --      the Confidentiality Agreement referred to in paragraph 12 above; 
   --      the Subscription Agreements; and 
   --      the consent letters from each of Canaccord and Peel Hunt referred to in paragraph 17 above.

The contents of CloudCall's website and Xplorer Capital's website are not incorporated into and do not form part of this announcement.

   19.       Overseas Shareholders

   20.       General

Xplorer Capital reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on substantially the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme.

The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1, and to the full terms and conditions to be set out in the Scheme Document. The formal Scheme Document containing further information about the Acquisition and notices of the Meetings, together with the Forms of Proxy, will be sent to CloudCall Shareholders as soon as practicable and in any event within 28 days of this announcement (or on such later date as may be agreed between Xplorer Capital and CloudCall with the consent of the Panel).

Appendix 2 contains bases and sources of certain information contained in this announcement. Details of irrevocable undertakings and letters of intent received are set out in Appendix 3. Certain terms used in this announcement are defined in Appendix 4.

This announcement does not constitute an offer for sale of any securities or an invitation to purchase or subscribe for any securities. CloudCall Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once these have been dispatched.

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

Slaughter and May is acting as legal adviser to Xplorer Capital in connection with the Acquisition.

Norton Rose Fulbright LLP is acting as legal adviser to CloudCall in connection with the Acquisition.

The person responsible for arranging the release of this announcement on behalf of CloudCall is Simon Cleaver, Chief Executive Officer.

Further information

CloudCall and Xplorer Capital will prepare the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) to be distributed to CloudCall Shareholders. CloudCall and Xplorer Capital urge CloudCall Shareholders to read the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) when it becomes available because it will contain important information relating to the Acquisition.

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

Disclaimers

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for CloudCall 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 CloudCall 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.

Overseas jurisdictions

not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.

Notice to US investors in CloudCall

However, if, in the future, Xplorer Capital exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Takeover Offer will be made in compliance with applicable United States tender offer and securities laws and regulations including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

Forward-looking statements

Dealing and Opening Position Disclosure requirements

No profit forecasts, estimates or quantified financial benefits statements

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on CloudCall's website at https://cloudcall.com/investor/offer-for-cloudcall/ and Xplorer Capital's website at www.xplorer.vc/disclaimer by no later than 12 noon (London time) on the first Business Day following the date of this announcement. For the avoidance of doubt, neither the contents of these websites nor the contents of any websites accessible from any hyperlinks is incorporated into or forms part of this announcement.

Requesting hard copy documents

Electronic communications

Rounding

General

Investors should be aware that Xplorer Capital may purchase CloudCall Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.

APPIX 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION

PART A: CONDITIONS TO THE SCHEME AND THE ACQUISITION

1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, by no later than the Long Stop Date.

Scheme approval

   2.         The Scheme will be conditional upon:

(A) (i) its approval by a majority in number representing not less than 75 per cent. in value of Scheme Shareholders who are on the register of members of CloudCall (or the relevant class or classes thereof) at the Voting Record Time, present and voting (and entitled to vote), whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof); and (ii) such Court Meeting (and any separate class meeting which may be required) being held on or before the 22(nd) day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Xplorer Capital and CloudCall with the consent of the Panel (and that the Court may allow if required));

(B) (i) the Resolution being duly passed at the General Meeting (or any adjournment thereof); and (ii) such General Meeting being held on or before the 22(nd) day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Xplorer Capital and CloudCall with the consent of the Panel (and that the Court may allow if required)); and

(C) (i) the sanction of the Scheme by the Court (with or without modification (but subject to any such modification being acceptable to Xplorer Capital and CloudCall)) and the delivery of the office copy of the Scheme Court Order to the Registrar of Companies; and (ii) the Scheme Court Hearing being held on or before the 22(nd) day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Xplorer Capital and CloudCall with the consent of the Panel (and that the Court may allow)).

General Third Party and regulatory conditions

3. In addition, subject as stated in Part B below and to the requirements of the Panel, Xplorer Capital and CloudCall have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

(A) all necessary filings or applications having been made, all necessary waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with, in each case in connection with the Acquisition or the acquisition by any member of the Wider Xplorer Capital Group of any shares or other securities in, or control of, any member of the Wider CloudCall Group, where the direct consequence of a failure to make such a notification or filing or to wait for the expiry, lapse, or termination of any such waiting or time period would be unlawful in any relevant jurisdiction;

(B) no relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction (each a "Third Party") having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having enacted, made or proposed any statute, regulation, decision or order, or change to published practice or having taken any other steps, and there not continuing to be outstanding any statute, regulation, decision or order, which in each case would reasonably be expected to:

(i) require, prevent or materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Xplorer Capital Group or any member of the Wider CloudCall Group of all or a material part of their respective businesses, assets or property or impose any material limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof;

(ii) require, prevent or materially delay the divestiture by any member of the Wider Xplorer Capital Group of any shares or other securities in CloudCall;

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Xplorer Capital Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or any other securities in, or to exercise voting or management control over, any member of the Wider CloudCall Group or the Wider Xplorer Capital Group;

(iv) make the Scheme or the Acquisition or, in each case, its implementation or the acquisition or proposed acquisition by Xplorer Capital or any member of the Wider Xplorer Capital Group of any shares or other securities in, or control of CloudCall void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, materially delay or impose additional conditions or obligations with respect thereto;

(v) except pursuant to the implementation of the Acquisition or, if applicable, sections 974 to 991 of the Companies Act, require any member of the Wider Xplorer Capital Group or the Wider CloudCall Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider CloudCall Group or the Wider Xplorer Capital Group owned by any third party;

(vi) impose any limitation on the ability of any member of the Wider CloudCall Group to co-ordinate its business, or any part of it, with the businesses of any other members of the Wider CloudCall Group which is adverse to and material in the context of the Wider CloudCall Group taken as a whole or in the context of the Acquisition; or

(vii) otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Xplorer Capital Group or of any member of the Wider CloudCall Group to an extent which is material in the context of the Wider Xplorer Capital Group or the Wider CloudCall Group in either case taken as a whole;

General other conditions

Certain matters arising as a result of any arrangement, agreement etc.

(C) save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider CloudCall Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, or any circumstance which in consequence of the Acquisition or the acquisition or proposed acquisition by any member of the Wider Xplorer Capital Group of any shares or other securities (or equivalent) in CloudCall or because of a change in the control of CloudCall, would, or would reasonably be expected to, result in any of the following (in any case to an extent which is or would reasonably be expected to be material and adverse in the context of the Wider CloudCall Group taken as a whole):

(i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to any member of the Wider CloudCall Group, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any asset or interest of any member of the Wider CloudCall Group being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider CloudCall Group otherwise than in the ordinary course of business;

(iii) other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any member of the Wider CloudCall Group;

(iv) the rights, liabilities, obligations or interests of any member of the Wider CloudCall Group, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(v) the value or financial or trading position or prospects of any member of the Wider CloudCall Group being prejudiced or adversely affected; or

(vi) the creation or acceleration of any material liability, actual or contingent, by any member of the Wider CloudCall Group other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition,

and, save as Disclosed, no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider CloudCall Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (vi) above, in each case to the extent material in the context of the Wider CloudCall Group taken as a whole;

Certain events occurring since 31 December 2020

(D) save as Disclosed, no member of the Wider CloudCall Group having, since 31 December 2020:

(i) save as between CloudCall and wholly-owned subsidiaries of CloudCall and/or for CloudCall Shares issued under or pursuant to the exercise of options and vesting of awards granted under the CloudCall Share Plans, issued or agreed to issue, authorised or proposed the issue of additional shares of any class;

(ii) save as between CloudCall and wholly-owned subsidiaries of CloudCall and/or for the grant of options and awards and other rights under the CloudCall Share Plans, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) other than to another member of the CloudCall Group, prior to the Acquisition becoming Effective, recommended, declared, paid or made any dividend or other distribution payable in cash or otherwise or made any bonus issue;

(iv) save for intra-CloudCall Group transactions and transactions in the ordinary course of business, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or announced any intention to effect any merger, demerger, disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider CloudCall Group taken as a whole;

(v) save for intra-CloudCall Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital in each case, to the extent which is material in the context of the Wider CloudCall Group taken as a whole;

(vi) other than in the ordinary course of business, issued, authorised or announced its intention for the issue of, or made any change in or to, any debentures or (save for intra-CloudCall Group transactions), incurred or increased any indebtedness or become subject to any contingent liability to an extent which is material in the context of the Wider CloudCall Group taken as a whole;

(vii) purchased, redeemed or repaid or announced its intention to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraphs (i) or (ii) above, made any other change to any part of its share capital in each case, to the extent which is material in the context of the Wider CloudCall Group taken as a whole;

(viii) save for intra-CloudCall Group transactions, implemented, or authorised, or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business which in any case is material in the context of the Wider CloudCall Group taken as a whole;

(ix) entered into, varied or authorised any material agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:

(a) is of a long term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude (save in the ordinary course of business); or

(b) would or would reasonably be likely to materially restrict the business of any member of the Wider CloudCall Group other than to a nature and extent which is normal in the context of the business concerned,

and, in either case, which is or would reasonably be expected to be material and adverse in the context of the Wider CloudCall Group taken as a whole;

(x) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or steps or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, or petition presented or order made for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed which in any case is material in the context of the Wider CloudCall Group taken as a whole;

(xi) other than claims between CloudCall and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider CloudCall Group taken as a whole;

(xii) made any alteration to its memorandum or articles of association or other incorporation documents (other than in connection with the Scheme) which is material in the context of the Acquisition;

(xiii) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business to an extent which is material in the context of the Wider CloudCall Group taken as a whole;

(xiv) otherwise than in the ordinary course of business, entered into any contract, commitment, arrangement or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or announced any intention to, effect any of the transactions, matters or events referred to in this paragraph 3(D) which is material in the context of the Wider CloudCall Group taken as a whole;

(xv) (except in relation to changes made or agreed as a result of, or arising from, applicable law or changes to applicable law) made or agreed or consented to:

   (a)        any change to:

(1) the terms of the trust deeds constituting the pension scheme(s) established by any member of the CloudCall Group for its directors, employees or their dependents, including the CloudCall Pension Schemes;

(2) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(3) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(4) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made; or

(b) any non-ordinary course change to the trustees including the appointment of a trust corporation,

in each case, to the extent which is material in the context of the Wider CloudCall Group taken as a whole;

(xvi) save as agreed by the Panel (if required) and by Xplorer Capital, proposed, agreed to provide or modified the terms of any of the CloudCall Share Plans or other benefit relating to the employment or termination of employment of a material category of persons employed by the Wider CloudCall Group or which constitutes a material change to the terms or conditions of employment of any senior executive of the Wider CloudCall Group, or entered into or changed the terms of or made any offer (which remains open for acceptance) to enter into or change the terms of any contract with any director or senior executive, in each case, in a manner which is material in the context of the Wider CloudCall Group taken as a whole;

(xvii) taken any action which requires, or would require, the consent of the Panel or the approval of CloudCall Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

No adverse change, litigation or regulatory enquiry

   (E)        save as Disclosed, since 31 December 2020:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or operational performance of any member of the Wider CloudCall Group which, in any such case, is material and adverse in the context of the Wider CloudCall Group taken as a whole;

(ii) (other than as a result of, or in connection with, the Acquisition) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider CloudCall Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no enquiry or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider CloudCall Group having been instituted, announced, implemented or threatened in writing by or against or remaining outstanding in respect of any member of the Wider CloudCall Group which in any such case has had or would reasonably be expected to have a material adverse effect on the Wider CloudCall Group taken as a whole;

(iii) no contingent or other liability of any member of the Wider CloudCall Group having arisen or become apparent or increased other than in the ordinary course of business, which has had or might reasonably be expected to have an adverse effect on the Wider CloudCall Group taken as a whole and is material to the Wider CloudCall Group taken as a whole;

(iv) no member of the Wider CloudCall Group having conducted its business in breach of any applicable laws and regulations and which in any case is material in the context of the Wider CloudCall Group taken as a whole; and

(v) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider CloudCall Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider CloudCall Group taken as a whole;

No discovery of certain matters

   (F)        save as Disclosed, Xplorer Capital not having discovered that:

(i) any financial, business or other information concerning the Wider CloudCall Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider CloudCall Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not subsequently corrected before the date of this announcement by disclosure either publicly or otherwise to Xplorer Capital or its professional advisers, in each case, to the extent which is material in the context of the Wider CloudCall Group taken as a whole;

(ii) any member of the Wider CloudCall Group is subject to any liability (contingent or otherwise), other than in the ordinary course of business, which, in any case, is material in the context of the Wider CloudCall Group taken as a whole; or

(iii) any past or present member of the Wider CloudCall Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans, or that there has otherwise been any such use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) which non-compliance would be likely to give rise to any material liability (actual or contingent) or cost on the part of any member of the Wider CloudCall Group and which is material in the context of the Wider CloudCall Group taken as a whole;

(iv) there is any material liability (actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider CloudCall Group under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or body in any jurisdiction, which in any case is material in the context of the Wider CloudCall Group taken as a whole;

Anti-corruption, economic sanctions, criminal property and money laundering

   (G)        save as Disclosed, Xplorer Capital not having discovered that: 
   (i)         any:

(a) past or present member, director, officer or employee of the Wider CloudCall Group is or has at any time, in connection with their position in the Wider CloudCall Group, engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery legislation; or

(b) any person that performs or has performed services for or on behalf of the Wider CloudCall Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery legislation; or

(ii) any asset of any member of the Wider CloudCall Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or

(iii) any past or present member, director, officer or employee of the Wider CloudCall Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from:

(a) any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or Her Majesty's Revenue and Customs; or

(b) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states,

which in each case, would cause any member of the Wider CloudCall Group to be in breach of any economic sanctions law applicable to the Wider CloudCall Group; or

(iv) any member of the Wider CloudCall Group is or has been engaged in any transaction which would cause the Wider CloudCall Group to be in breach of any law or regulation prior to completion of the Acquisition, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or Her Majesty's Revenue and Customs, or any other relevant government authority which in any case is material in the context of the Wider CloudCall Group taken as a whole.

PART B: FURTHER TERMS OF THE ACQUISITION

1. Conditions 2(A) (i), 2(B) (i) and 3 (A) to (G) (inclusive) must be fulfilled, be determined by Xplorer Capital to be or remain satisfied or (if capable of waiver) be waived prior to the commencement of the Scheme Court Hearing, failing which the Scheme will lapse.

2. Notwithstanding the paragraph above and subject to the requirements of the Panel and the Takeover Code, Xplorer Capital reserves the right in its sole discretion to waive:

(A) the deadline set out in paragraph 1 of Part A of this Appendix 1, and any of the deadlines set out in paragraph 2 of Part A of this Appendix 1 for the timing of the Court Meeting, General Meeting and the Scheme Court Hearing. If any such deadline is not met, Xplorer Capital shall make an announcement by 8.00 am on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with CloudCall to extend the deadline in relation to the relevant Condition; and

(B) in whole or in part, all or any of the Conditions set out in paragraphs 3(A) to 3(G) (inclusive) of Part A of this Appendix 1.

3. Xplorer Capital shall be under no obligation to waive or treat as satisfied any of the Conditions set out in paragraphs 3 (A) to 3 (G) (inclusive) of Part A of this Appendix 1 that it is entitled (with the consent of the Panel and subject to the requirements of the Takeover Code) to invoke, by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

4. Under Rule 13.5(a) of the Takeover Code and subject to paragraph 5 , Xplorer Capital may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Xplorer Capital in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise. The Conditions set out in paragraphs 2(A) (i), 2(B) (i) and 2(C) (i) of Part A of this Appendix 1 and, if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject to Rule 13.5(a) of the Takeover Code.

5. Any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by Xplorer Capital.

6. If Xplorer Capital is required by the Panel to make an offer for CloudCall Shares under the provisions of Rule 9 of the Takeover Code, Xplorer Capital may make such alterations to any of the above Conditions and the terms of the Acquisition as are necessary to comply with the provisions of Rule 9.

7. Xplorer Capital reserves the right to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel's consent). In such event, the Acquisition will be implemented on the same terms and conditions (subject to appropriate amendments including (without limitation) the inclusion of an acceptance condition set at 75 per cent. of the CloudCall Shares (or such other percentage as Xplorer Capital may, subject to the rules of the Takeover Code and with the consent of the Panel if required, decide, being in any case more than 50 per cent. of the CloudCall Shares), or any amendments required by applicable law or any amendments necessary to reflect the Takeover Offer) as those which would apply to the Scheme. If the Acquisition is effected by way of a Takeover Offer, and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Xplorer Capital intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining CloudCall Shares in respect of which the Takeover Offer has not been accepted.

8. The CloudCall Shares will be acquired pursuant to the Acquisition with full title guarantee, fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature whatsoever and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital or value (whether by reduction of share capital or share premium account or otherwise) made on or after the Effective Date.

9. If, on or after the date of this announcement and before the Acquisition becomes Effective, any dividend, distribution or other return of capital or value is announced, declared, made or paid by CloudCall or becomes payable by CloudCall in respect of the CloudCall Shares, Xplorer Capital reserves the right (without prejudice to any right of Xplorer Capital, with the consent of the Panel, to invoke the Condition set out in paragraph 3 (D)(iii) of Part A of this Appendix 1) to reduce the consideration payable under the terms of the Acquisition of the CloudCall Shares by an amount equal to the aggregate amount of such dividend, distribution or other return of capital or value. In such circumstances, CloudCall Shareholders would be entitled to receive and retain any such dividend, distribution or return of capital or value. Any exercise by Xplorer Capital of its rights referred to in this paragraph 9 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

10. The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix 1 and to the full terms which will be set out in the Scheme Document and such further terms as may be required to comply with the provisions of the Takeover Code.

11. This announcement, any rights or liabilities arising hereunder are, and the Acquisition, the Scheme and any Forms of Proxy will be, governed by English law and subject to the jurisdiction of the courts of England and Wales. The Acquisition will be subject to the applicable requirements of the Takeover Code, the AIM Rules, the Panel, the London Stock Exchange and the FCA.

12. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction.

13. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Further information in relation to Overseas Shareholders will be contained in the Scheme Document.

14. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

APPIX 2

BASES AND SOURCES

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used.

1. As at close of business on 8 December 2021 (being the last Business Day before the date of this announcement) there were 48,029,216 CloudCall Shares in issue. The legal entity identifier for the CloudCall Shares is 213800CQVFAG2XRDDA80 .

2. As at 8 December 2021 (being the last Business Day before the date of this announcement), there were 920,590 CloudCall Shares that may be issued pursuant to CloudCall Share Plans.

3. Any references to the issued and to be issued ordinary share capital of CloudCall are each based on:

   --      the 48,029,216 CloudCall Shares referred to in paragraph 1 above; and

-- the 920,590 CloudCall Shares that may be issued pursuant to CloudCall Share Plans referred to in paragraph 2 above.

   4.         Certain figures included in this announcement have been subject to rounding adjustments.

5. Unless otherwise stated, the financial information of CloudCall is extracted (without material adjustment) from CloudCall's annual report and financial statements for the 12 months ended 31 December 2020, which were released on 31 March 2021 and CloudCall's interim report for the six months ended 30 June 2021, which was released on 14 September 2021.

6. Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest tenth of a penny.

APPIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

CloudCall Directors' irrevocable undertakings

The following CloudCall Directors who hold CloudCall Shares have given irrevocable undertakings to vote (or, in respect of CloudCall Shares where their interest is solely beneficial, use all reasonable endeavours to procure the exercise of all such voting rights) in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting in respect of their own holdings of CloudCall Shares:

 
 Name                Total number          Percentage of CloudCall Shares 
                           of                in issue on 8 December 2021 
                    CloudCall Shares        (being the last Business Day 
                                        before the date of this announcement) 
                                                     (per cent.) 
 Simon Cleaver          880,344                         1.8 
 Peter Simmonds         266,875                         0.6 
 Paul Williams          130,947                         0.3 
 Sophie Tomkins         52,987                          0.1 
 Total                 1,331,153                        2.8

The undertakings from the CloudCall Directors will cease to be binding only:

(A) if Xplorer Capital shall not have announced a firm intention to proceed with the Acquisition at or before 8.00 a.m. on 17 December 2021 or on such other time and date as CloudCall and Xplorer Capital may agree;

(B) if Xplorer Capital announces that it does not intend to proceed with the Acquisition and no new revised or replacement Scheme or Takeover Offer is announced by Xplorer Capital in accordance with Rule 2.7 of the Takeover Code at the same time;

(C) if the Scheme Document or Offer Document is not dispatched to CloudCall Shareholders within 28 days of the relevant announcement (or such longer period, in the case of the Scheme Document, as Xplorer Capital and CloudCall agree with the consent of the Panel or, in the case of an Offer Document, such longer period as Xplorer Capital, with the consent of the Panel, determines) of this announcement, provided that if the Acquisition was initially being implemented by way of a Scheme and Xplorer Capital elects to exercise its right to implement the Acquisition by way of a Takeover Offer, or vice versa, the time period is to be extended to refer to within 28 days of the issue of the press announcement announcing the change in structure (or such other date for the posting of the Offer Document or Scheme Document (as applicable) as the Panel may require); or

(D) if any competing offer for the entire issued and to be issued ordinary share capital of CloudCall becomes or is declared unconditional or, if proceeding by way of scheme of arrangement, becomes effective; or

   (E)        on the earlier of: 
   (i)         the Long Stop Date; or

(ii) the date on which the Acquisition (whether implemented by way of a Scheme or a Takeover Offer) is withdrawn or lapses in accordance with its terms, unless the Acquisition is withdrawn or lapses as a result of Xplorer Capital exercising its right to implement the Acquisition by way of a Takeover Offer in accordance with the Takeover Code rather than by way of a Scheme or vice versa.

Letters of intent

Herald Investment Management Limited, Burgundy Asset Management Ltd and Goudy Park Management, LLC have each given to Xplorer Capital a non-binding letter of intent to vote in favour of the resolutions relating to the Acquisition at the Meetings, in respect of a total of 10,133,301 CloudCall Shares, representing in aggregate approximately 21.1 per cent. of the issued ordinary share capital of CloudCall on 8 December 2021 (being the last Business Day before the date of this announcement), or to accept, or procure the acceptance of, the Takeover Offer if the Acquisition is implemented as a Takeover Offer.

The letter of intent referred to above from Herald Investment Management Limited states that Herald Investment Management Limited would no longer intend to vote in favour of the resolutions relating to the Acquisition at the Meetings (or accept the Takeover Offer if the Acquisition is implemented as a Takeover Offer) if a competing offer is made that is at least 10% greater in value.

APPIX 4

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

 
 "Acquisition"           the acquisition of the entire issued, and to 
                          be issued, ordinary share capital of CloudCall 
                          by Xplorer Capital (other than CloudCall Shares 
                          already held or controlled by Xplorer Capital, 
                          if any) to be implemented by way of the Scheme 
                          or, should Xplorer Capital so elect (with the 
                          consent of the Panel) by way of the Takeover 
                          Offer, and, where the context admits, any subsequent 
                          revision, variation, extension or renewal thereof; 
 "AIM"                   the market of that name operated by the London 
                          Stock Exchange; 
 "AIM Rules"             Rules and Guidance notes for AIM Companies and 
                          their nominated advisers issued by the London 
                          Stock Exchange from time to time relating to 
                          AIM traded securities and the operation of AIM; 
 "Articles"              the articles of association of CloudCall from 
                          time to time; 
 "Business               any day (excluding any Saturday or Sunday or 
  Day"                    any public holiday in England) on which banks 
                          in the City of London are generally open for 
                          business; 
 "Canaccord"             Canaccord Genuity Limited; 
 "Cash Consideration"    the cash consideration payable by Xplorer Capital 
                          in connection with the Acquisition, being 81.5 
                          pence for each CloudCall Share; 
 "Closing                the closing middle market price of a CloudCall 
  Price"                  Share as derived from the AIM appendix to the 
                          Daily Official List on any particular date; 
 "CloudCall"             CloudCall Group plc, a public limited company 
                          incorporated in England and Wales with registered 
                          number 05509873 and whose registered office 
                          is at 1 Colton Square, Leicester, LE1 1QH; 
 "CloudCall              the board of directors of CloudCall as at the 
  Board"                  date of this announcement; 
 "CloudCall              the directors of CloudCall as at the date of 
  Directors"              this announcement; 
 "CloudCall              CloudCall and its subsidiaries and subsidiary 
  Group"                  undertakings from time to time; 
 "CloudCall              the CloudCall defined contribution pension scheme; 
  Pension Scheme" 
 "CloudCall              the CloudCall Group Share Incentive Plan and 
  Share Plans"            CloudCall 2011 Discretionary Share Option Plan; 
 "CloudCall              the registered holders of CloudCall Shares from 
  Shareholders"           time to time; 
 "CloudCall              the ordinary shares of 20 pence each in the 
  Shares"                 capital of CloudCall from time to time; 
 "Companies              the Companies Act 2006, as amended from time 
  Act"                    to time;

 "Conditions"            the conditions to the Acquisition, as set out 
                          in Appendix 1 and to be set out in the Scheme 
                          Document; 
 "Confidentiality        the confidentiality agreement entered into between 
  Agreement"              Xplorer Capital and CloudCall in relation to 
                          the Acquisition dated 28 November 2021, a summary 
                          of which is set out in paragraph 12 of this 
                          announcement; 
 "Court Meeting"         the meeting of the Scheme Shareholders convened 
                          by order of the Court pursuant to section 896 
                          of the Companies Act for the purpose of considering 
                          and, if thought fit, approving the Scheme (with 
                          or without amendment) and any adjournment thereof; 
 "Court"                 the High Court of Justice in England and Wales; 
 "CREST"                 the relevant system (as defined in the Uncertificated 
                          Securities Regulations 2001 (SI 2001/3755) (including 
                          as it forms part of domestic law of the United 
                          Kingdom by virtue of the European Union (Withdrawal) 
                          Act 2018)), in respect of which Euroclear UK 
                          & Ireland Limited is the Operator (as defined 
                          in such Regulations) in accordance with which 
                          securities may be held and transferred in uncertificated 
                          form; 
 "CRM"                   Customer Relationship Management; 
 "Daily Official         the daily official list of the London Stock 
  List"                   Exchange; 
 "Dealing                an announcement pursuant to Rule 8 of the Takeover 
  Disclosure"             Code containing details of dealings in interests 
                          in relevant securities of a party to an offer; 
 "Disclosed"             either: 
                          (a) information disclosed by, or on behalf of, 
                          CloudCall in CloudCall's annual report and financial 
                          statements for the 52 weeks ended 31 December 
                          2020 or in this announcement; or 
                          (b) as otherwise publicly announced by CloudCall 
                          prior to the date of this announcement (by the 
                          delivery of an announcement to a Regulatory 
                          Information Service); or 
                          (c) information fairly disclosed in writing 
                          prior to the date of this announcement by or 
                          on behalf of CloudCall to Xplorer Capital or 
                          Xplorer Capital Management LLC (or their respective 
                          officers, employees, agents or advisers in their 
                          capacity as such), including (but not limited 
                          to): (i) in connection with any management presentation 
                          in connection with the Acquisition which was 
                          attended by CloudCall and any of Xplorer Capital 
                          or Xplorer Capital Management LLC (or their 
                          respective officers, employees, agents or advisers 
                          in their capacity as such), or (ii) via the 
                          virtual data room operated on behalf of CloudCall 
                          in respect of the Acquisition or via email; 
 "EBITDA"                earnings before interest, taxes, depreciation 
                          and amortisation; 
 "Effective              the date on which the Acquisition becomes Effective; 
  Date" 
 "Effective"             either: 
                          (a) if the Acquisition is implemented by way 
                          of the Scheme, the Scheme having become effective 
                          pursuant to its terms; or 
                          (b) if the Acquisition is implemented by way 
                          of a Takeover Offer, means the Takeover Offer 
                          having been declared or having become unconditional 
                          in accordance with the requirements of the Takeover 
                          Code; 
 "Excluded               any CloudCall Shares: (a) registered in the 
  Shares"                 name of, or beneficially owned by Xplorer Capital, 
                          any member of the Wider Xplorer Capital Group 
                          or their respective nominees; (b) registered 
                          in the name of, or beneficially owned by, funds 
                          managed by Xplorer Capital, any member of the 
                          Wider Xplorer Capital Group or any of their 
                          subsidiary undertakings or their respective 
                          nominees; or (c) held by CloudCall in treasury; 
 "FCA"                   the Financial Conduct Authority; 
 "FSMA"                  the Financial Services and Markets Act 2000, 
                          as amended from time to time; 
 " Forms of              the forms of proxy in connection with each of 
  Proxy"                  the Court Meeting and the General Meeting, which 
                          shall accompany the Scheme Document; 
 "General                the general meeting of CloudCall Shareholders 
  Meeting"                to be convened in connection with the Scheme 
                          to consider and, if thought fit, to approve 
                          the Resolution (with or without amendment), 
                          including any adjournment, postponement or reconvening 
                          thereof; 
 "H1 2020"               the half-year ended 30 June 2020; 
 "H1 2021"               the half-year ended 30 June 2021; 
 "London Stock           London Stock Exchange plc; 
  Exchange" 
 "Long Stop              28 February 2022, or such later date as may 
  Date"                   be agreed in writing between Xplorer Capital 
                          and CloudCall (with the Panel's consent and 
                          as the Court may allow, if such consent and/or 
                          approval is/are required); 
 "Meetings"              the Court Meeting and the General Meeting; 
 "Offer Document"        if (with the consent of the Panel, as applicable) 
                          Xplorer Capital elects to implement the Acquisition 
                          by way of the Takeover Offer, the document to 
                          be sent to CloudCall Shareholders which will 
                          contain, inter alia, the terms and conditions 
                          of the Takeover Offer; 
 "Offer Period"          the offer period (as defined in the Takeover 
                          Code) relating to CloudCall commencing on 9 
                          December 2021 and ending on the earlier of the 
                          Effective Date and/or the date on which the 
                          Scheme lapses or is withdrawn (or such other 
                          date as the Panel may decide); 
 "Overseas               Scheme Shareholders who are resident in, ordinarily 
  Shareholders"           resident in, or citizens of, jurisdictions outside 
                          the United Kingdom; 
 "Panel"                 the Panel on Takeovers and Mergers; 
 "Peel Hunt"             Peel Hunt LLP; 
 "Registrar              the Registrar of Companies in England and Wales; 
  of Companies" 
 "Regulatory             any information service authorised from time 
  Information             to time by the FCA for the purpose of disseminating 
  Service"                regulatory announcements; 
 "Resolution"            the resolution(s) to be proposed at the General 
                          Meeting necessary to approve and implement the 
                          Scheme, including, amongst other things, a resolution 
                          to amend the Articles by the adoption and inclusion 
                          of a new article under which any CloudCall Shares 
                          issued or transferred after the Scheme Record 
                          Time (other than to Xplorer Capital and/or its 
                          nominees) shall be automatically transferred 
                          to Xplorer Capital (and, where applicable, for 
                          consideration to be paid to the transferee or 
                          to the original recipient of the CloudCall Shares 
                          so transferred or issued) on the same terms 
                          as the Acquisition (other than terms as to timings 
                          and formalities); 
 "Restricted             any jurisdiction where local laws or regulations 
  Jurisdiction"           may result in a significant risk of civil, regulatory 
                          or criminal exposure if information concerning 
                          the Acquisition is sent or made available to 
                          CloudCall Shareholders in that jurisdiction; 
 "Scheme"                the proposed scheme of arrangement under Part 
                          26 of the Companies Act between CloudCall and 
                          Scheme Shareholders to implement the Acquisition; 
 "Scheme Court           the hearing of the Court to sanction the Scheme 
  Hearing"                under section 899 of the Companies Act, including 
                          any adjournment thereof; 
 "Scheme Court           the order of the Court sanctioning the Scheme 
  Order"                  under section 899 of the Companies Act; 
 "Scheme Document"       the document to be dispatched to CloudCall Shareholders 
                          including the particulars required by section 
                          897 of the Companies Act; 
 "Scheme Record          the time and date specified as such in the Scheme

  Time"                   Document, expected to be 6.00 pm on the Business 
                          Day immediately after the date of the Scheme 
                          Court Hearing, or such later time as Xplorer 
                          Capital and CloudCall may agree; 
 "Scheme Shareholders"   the holders of Scheme Shares; 
 "Scheme Shares"            all CloudCall Shares: 
                             (a) in issue at the date of the Scheme Document; 
                             (b) (if any) issued after the date of the Scheme 
                             Document and prior to the Voting Record Time; 
                             and 
                             (c) (if any) issued at or after the Voting Record 
                             Time and prior to the Scheme Record Time in 
                             respect of which the original or any subsequent 
                             holder thereof is bound by the Scheme, or shall 
                             by such time have agreed in writing to be bound 
                             by the Scheme, 
                             but excluding any Excluded Shares; 
 "Subscription              the subscription agreements entered into with 
  Agreements"                respect to Xplorer Capital by Xplorer Capital 
                             Fund IV GP, LLC, an entity within the Wider 
                             Xplorer Capital Group (and the managing member 
                             of Xplorer Capital) and the Investors as defined 
                             therein, dated 8 December 2021; 
 "Substantial               a direct or indirect interest in 20 per cent. 
  Interest"                  or more of the voting equity share capital of 
                             an undertaking; 
 "Takeover               the City Code on Takeovers and Mergers, as issued 
  Code"                   from time to time by or on behalf of the Panel; 
 "Takeover               if (with the consent of the Panel, as applicable) 
  Offer"                  Xplorer Capital elects to implement the Acquisition 
                          by way of a takeover offer as defined in Chapter 
                          3 of Part 28 of the Companies Act, the offer 
                          to be made by or on behalf of Xplorer Capital 
                          to acquire the entire issued and to be issued 
                          share capital of CloudCall and, where the context 
                          admits, any subsequent revision, variation, 
                          extension or renewal of such offer; 
 "UK" or "United         the United Kingdom of Great Britain and Northern 
  Kingdom"                Ireland; 
 "US Exchange            the United States Securities Exchange Act 1934, 
  Act"                    as amended, and the rules and regulations promulgated 
                          thereunder; 
 "US" or "United         the United States of America, its territories 
  States"                 and possessions, any state of the United States 
                          of America and the District of Columbia; 
 "Voting Record          the time and date specified as such in the Scheme 
  Time"                   Document by reference to which entitlement to 
                          vote at the Court Meeting will be determined; 
 "Wider Xplorer          Xplorer Capital, its subsidiary undertakings 
  Capital Group"          and associated undertakings (including any joint 
                          venture, partnership, firm or company) in which 
                          Xplorer Capital and/or such undertakings (aggregating 
                          their interests) have a Substantial Interest 
                          or which are under the common management of 
                          Xplorer Capital Management LLC; 
 "Wider CloudCall        CloudCall, its subsidiary undertakings and associated 
  Group"                  undertakings (including any joint venture, partnership, 
                          firm or company) in which CloudCall and/or such 
                          undertakings (aggregating their interests) have 
                          a Substantial Interest; and 
 "Xplorer                Xplorer Capital Growth I, LLC, a Delaware corporation. 
  Capital"

All references to time in this announcement are to London time unless otherwise stated.

All references to "pounds", "pounds Sterling", "Sterling", "GBP", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

A reference to "includes" shall mean "includes without limitation", and references to "including" and any other similar term shall be construed accordingly.

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "equity share capital" have the meanings given by the Companies Act.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement.

References to the singular include the plural and vice versa.

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.

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OFFFZMGZVLLGMZG

(END) Dow Jones Newswires

December 09, 2021 02:00 ET (07:00 GMT)

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CALL Cloudcall Group Plc