LoopUp Group PLC Result of General Meeting (0322Q)

TIDMLOOP

RNS Number : 0322Q

LoopUp Group PLC

01 June 2018

 
 
       NEITHER THIS ANNOUNCEMENT (INCLUDING THE APPIX) NOR THE INFORMATION CONTAINED IN IT IS 
       FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN 
       OR INTO ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. THIS ANNOUNCEMENT AND THE 
    INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 
     IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, 
    JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION 
          WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT. 
 
 
                                              1 June 2018 
 
                                            LoopUp Group PLC 
 
                                      ("LoopUp" or the "Company") 
 
                                       Result of General Meeting 
 
     LoopUp Group plc (LSE AIM: LOOP), the premium remote meetings company, is pleased to announce 
      that at the General Meeting (the "Meeting") held earlier today in relation to the Company's 
           proposed acquisition and placing, all resolutions put to the Meeting were passed. 
 
      Application has been made to the London Stock Exchange for the Enlarged Share Capital to be 
       admitted to trading on AIM. It is expected that admission of the Enlarged Share Capital to 
                        trading on AIM will take place on or around 4 June 2018. 
 
       You should read and understand the information provided in the "Important Notices" section 
                                         of this Announcement. 
 
 
                                For further information, please contact: 
                            LoopUp Group PLC                          via FTI 
                                          Steve Flavell, co-CEO 
 
                                                                    +44 (0) 20 
                          Panmure Gordon (UK) Limited                7886 2500 
                                     Dominic Morley / Alina Vaskina 
                                           (Corporate Finance) 
                                    Erik Anderson (Corporate Broking) 
 
                                                                    +44 (0) 20 
                          Numis Securities Limited                   7260 1000 
                                 Simon Willis / Jonny Abbott (Corporate 
                                                 Finance) 
                                     Tom Ballard (Corporate Broking) 
 
                                                                    +44 (0) 20 
                          FTI Consulting, LLP                        3727 1000 
                                  Matt Dixon / Harry Staight / Jamille 
                                                  Smith 
 
 
 
                                         About LoopUp Group plc 
 
    LoopUp (LSE AIM: LOOP) is a premium remote meetings solution. Streamlined and intuitive, LoopUp 
       is built for business users and delivers the quality, security and reliability required in 
     the enterprise. One-click screen sharing and integration with tools business people use every 
       day, like Outlook(TM), make it easy for LoopUp users to collaborate in real time. LoopUp's 
    award-winning SaaS solution doesn't overwhelm users with features, and doesn't require training. 
      Over 2,000 enterprises worldwide, including Travelex, Kia Motors America, Planet Hollywood, 
                National Geographic, and Subaru trust LoopUp with their remote meetings. 
 
      The Group is headquartered in London, with offices in San Francisco, New York, Boston, Hong 
       Kong, Barbados and Australia, and is listed on the AIM market of the London Stock Exchange 
                     (LOOP). For further information, please visit: www.loopup.com. 
 

IMPORTANT NOTICE

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

Certain information contained in this Announcement, including any information as to the Company's or MeetingZone's strategy, plans or future financial or operating performance constitutes "forward-looking statements". These forward-looking statements can be identified by the use of terminology such as, "believe", "continue", "expect", "intends", "may", "plan", "project", "shall", "should", "targets", "would", "will" or, in each case, their negative or other variations or comparable terminology. Forward-looking statements appear in a number of places throughout this Announcement and include, but are not limited to, express or implied statements relating to the Company's business strategy and outlook; Meeting Zone's future results of operations; the Company's and MeetingZone's future financial and market positions; expectations as to future growth; general economic trends and other trends in the industry in which the Company and MeetingZone; the impact of regulations on the Company and its operations; and the competitive environment in which the Company and MeetingZone.

By their nature, forward-looking statements are based upon a number of estimates and assumptions that, whilst considered reasonable by the directors of the Company and the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those indicated, expressed or implied in such forwardlooking statements. Forward-looking statements are not guarantees of future performance. Any forward-looking statements in this Announcement reflect the directors of the Company's and the Company's current view with respect to future events and are subject to certain risks relating to future events and other risks, uncertainties and assumptions. The forward-looking statements contained in this Announcement speak only as at the date of this Announcement. The directors of the Company and the Company disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any change in their expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Listing Rules, the UK Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and the Market Abuse Regulation. You are cautioned against placing undue reliance on any forward-looking statement in this Announcement.

Any forward-looking statement contained in this Announcement based on past or current trends and/or activities of the Group should not be taken as a representation that such trends or activities will continue in the future. No statement in this Announcement is intended to be a profit forecast or to imply that the earnings of the Group for the current year or future years will necessarily match or exceed the historical or published earnings of the Group.

Information To Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, The Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING SHARES.

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

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June 01, 2018 06:30 ET (10:30 GMT)