Feedback PLC Results of AGM, Open Offer, Issue of Equity & TVR (9141T)

TIDMFDBK

RNS Number : 9141T

Feedback PLC

29 November 2021

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OF SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU AS IT FORMS PART OF THE LAW OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

Feedback plc

Result of Annual General Meeting, Result of Open Offer, Issue of Equity, Total Voting Rights and Director Change

Feedback plc (AIM: FDBK), the specialist clinical communication company, is pleased to announce that at its annual general meeting held earlier today, all resolutions were duly passed. This includes each of the Fundraising Resolutions relating to the oversubscribed Placing and Open Offer which was announced by the Company on 2 November 2021.

The Company is also pleased to announce that, in relation to the Open Offer, which closed for receipt of applications at 11.00 a.m. on 26 November 2021 in accordance with its terms, received valid applications, including excess applications, from Qualifying Shareholders for more than twice the number of Open Offer Shares available. Consequently, the number of Open Offer Shares subscribed for has been subject to scale-back and 71,428,571 Open Offer Shares, being the maximum number of Open Offer Shares available pursuant to the terms of the Open Offer, are expected to be issued.

Accordingly, the Company has raised approximately GBP11.2 million in aggregate (before expenses) through the issue of 1,599,999,991 New Ordinary Shares pursuant to the Placing and Open Offer . Issue of the New Ordinary Shares remains conditional on Admission occurring.

Application has been made for 1,599,999,991 New Ordinary Shares to be admitted to trading on AIM. Admission of the New Ordinary Shares is expected to occur at 8.00 a.m. on 30 November 2021. The New Ordinary Shares will rank pari passu with the Existing Ordinary Shares.

Total Voting Rights

Following Admission of the New Ordinary Shares, the Company's issued ordinary share capital will consist of 2,666,931,677 Ordinary Shares, carrying one vote each. The Company does not currently hold any shares in treasury. Therefore, the total number of voting rights in the Company following Admission will be 2,666,931,677. Shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the issued share capital of the Company, under the FCA's Disclosure Guidance and Transparency Rules.

Director Change

With effect from the closing of the AGM, Lindsey Melvin has now retired from the board. In line with previously announced succession plans, a separate announcement will be made shortly regarding the appointment of Anesh Patel as Board Director and Chief Financial Officer.

Dr Tom Oakley, CEO, added:

"We are delighted with the Company's continued transformation - with Bleepa(TM) gaining momentum, securing its first commercial contract and significantly enhancing its offering, routes to market, scalability and security during the last year. Importantly, the rapid progress and significant developments since the period end highlight the scale of opportunity.

"We are now well funded to support accelerated revenue growth. The funds raised will enable Feedback to focus on further developing and rolling out Bleepa and CareLocker at pace, through targeted investment in sales and marketing and allow the Company to explore the NHS Community Diagnostic Centres and Indian tuberculosis opportunities in parallel, diversifying our strategic risk whilst capturing these important and timely opportunities.

"Using part of the proceeds of the Fundraising, the Company is planning to undertake a pilot scheme of the tuberculosis screening solution within some initial sites in India. The Director's believe that there is potential to generate significant revenues per year from each state that the solution is rolled out in.

"In parallel, the Company is piloting the CDC (Community Diagnostic Centres) solution with Sussex ICS as one of the exemplar sites for the GBP10 billion CDC initiative recently launched by NHS England to help address the elective care backlog, by bringing diagnostic services out of hospital settings and closer to patients. Forty new CDCs are set to open across England in a range of settings and are expected to begin providing services over the next few months to March 2022.

"Reinforced with a new patient-centric cloud architecture and internationally recognised accreditations, Feedback is well placed to focus on driving international product deployment across public and private frameworks.

"We would like to thank existing and new shareholders for their support in the Fundraise as we build on the momentum achieved and develop new and exciting routes to market."

The proxy voting results of the resolutions are included below.

 
 Resolutions              Votes For*    % of votes   Votes Against   % of votes   Votes Withheld**  Total votes 
                                         cast**                       cast**                         cast** 
 
 1. To allot 
  equity 
  securities 
  up to an 
  aggregate 
  nominal 
  amount 
  of GBP4 
  million 
  in respect 
  of the 
  Fundraising             619,251,679     99.98%        128,144        0.02%         1,681,956      621,061,779 
                         ------------  -----------  --------------  -----------  -----------------  ----------- 
 
 2. To display 
  statutory 
  pre-emption 
  rights 
  in respect 
  of allotments 
  of equity 
  securities 
  up to an 
  aggregate 
  nominal 
  amount 
  of GBP4 
  million 
  in respect 
  of the 
  Fundraising.           619,250,819     99.98%        128,144         0.02%         1,682,816      621,061,779 
                         ------------  -----------  --------------  -----------  -----------------  ----------- 
 
 3. To receive 
  and adopt 
  the Company's 
  annual 
  accounts 
  for the 
  Financial 
  year ended 
  31 May 
  2021 together 
  with the 
  Directors' 
  report 
  and the 
  auditors' 
  report 
  on those 
  accounts               573,658,157     99.99%         33,000         0.01%        47,370,622      621,061,779 
                         ------------  -----------  --------------  -----------  -----------------  ----------- 
 
 4. To re-elect 
  Tom Oakley 
  as a Director          618,895,382     99.93%        464,441         0.07%         1,701,956      621,061,779 
                         ------------  -----------  --------------  -----------  -----------------  ----------- 
 
 5. To appoint 
  Price Bailey 
  LLP as 
  auditors 
  of the 
  Company                619,343,937     99.99%         35,026         0.01%         1,682,816      621,061,779 
                         ------------  -----------  --------------  -----------  -----------------  ----------- 
 
 6. To authorise 
  the directors 
  to allot 
  relevant 
  securities 
  equivalent 
  to up to 
  two thirds 
  of the 
  Company's 
  issued 
  share capital, 
  subject 
  to certain 
  conditions             618,821,518     99.91%        534,446         0.09%         1,705,815      621,061,779 
                         ------------  -----------  --------------  -----------  -----------------  ----------- 
 
 7. To authorise 
  the directors 
  to allot 
  relevant 
  securities 
  equivalent 
  to up to 
  10 per 
  cent. of 
  the Company's 
  issued 
  share capital 
  on a non-pre-emptive 
  basis subject 
  to certain 
  conditions             593,794,517     95.87%       25,584,446       4.13%         1,682,816      621,061,779 
                         ------------  -----------  --------------  -----------  -----------------  ----------- 
 

Notes:

* "Votes For" include votes giving the Chairman discretion.

** "Votes Withheld" are not votes in law and do not count in the number of votes counted for or against a resolution, or towards the total votes cast.

The capitalised terms used in this announcement have the same meanings as in the announcement published by the Company at 7.01 a.m. on 2 November 2021 unless otherwise stated

Enquiries:

 
 Feedback plc                               [phone] 
  Tom Oakley, CEO                            [e-mail] 
  Anesh Patel, CFO 
 
 Panmure Gordon (UK) Limited (NOMAD 
  and Broker) 
  Emma Earl/Freddy Crossley (Corporate 
  Finance) 
  Rupert Dearden (Corporate Broking)        [phone] 
 
 Walbrook PR Ltd                            Tel: [phone] or [e-mail] 
 Paul McManus/Nick Rome/Nicholas Johnson    07980 541 893 or 07748 325 236 
                                             or 07884 664 686 
 

Notes to Editors

Feedback plc (AIM: FDBK) is a pioneer of regulated clinical communication products. Its core product, Bleepa, is a revolutionary medical imaging communications app, providing an easy-to-use, high quality tool to enable remote and secure communications between front-line clinicians and teams. Importantly, it is the only CE marked medical imaging communications platform on the NHSx clinical communications tools framework. Bleepa has unparalleled functionality for everyday practice and can be accessed from any internet-connected device, enabling control of patient cases when on the go.

Its highly scalable Software as a Service ("SaaS") based revenue model will provide increasing levels of visibility as the Company grows its customer base. With a growing distribution base and technology in place, the focus is on leveraging key relationships in order to drive sales both in the UK and internationally to all forms of care providers. As a fully certified medical device, Bleepa aims to disrupt the medical imaging communications market and, importantly, increase the accuracy and speed of clinical review.

IMPORTANT NOTICE

No action has been taken by the Company, Panmure Gordon, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the New Ordinary Shares in any jurisdiction or the possession or distribution of this announcement or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this announcement comes shall inform themselves about, and observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published.

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE NEW ORDINARY SHARES OR ANY OTHER SECURITY IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser, sole broker and sole bookrunner to the Company in relation to the Placing and Admission and is not acting for any other persons in relation to the Placing and Admission. Panmure Gordon is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon, or for providing advice in relation to the contents of this announcement or any matter referred to in it. The responsibilities of Panmure Gordon as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or shareholder of the Company or to any other person, in respect of his decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Panmure Gordon or the Company or any of their respective affiliates or any of their respective directors, officers, employees, advisers or representatives (collectively, "Representatives") as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Ordinary Shares. Any investment decision to buy New Ordinary Shares in the Fundraising must be made solely on the basis of publicly available information, which has not been independently verified by Panmure Gordon, and the Circular.

The price of Ordinary Shares and any income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Ordinary Shares.

The New Ordinary Shares will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange plc.

This announcement may contain "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would, "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. None of the Company, Panmure Gordon, or their respective directors, officers, employees, agents, affiliates and advisers, or any other party undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information, other than any requirements that the Company may have under applicable law. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this announcement. The information in this announcement is subject to change without notice.

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November 29, 2021 08:34 ET (13:34 GMT)