adept4 plc GM Result, Acqn Completion, CEO Appt, Equity issue (5860Q)
October 21 2019 - 8:37AM
UK Regulatory
TIDMAD4
RNS Number : 5860Q
adept4 plc
21 October 2019
21 October 2019
Adept4 plc
("Adept4", the "Group" or the "Company")
Result of General Meeting, Completion of Acquisition,
Appointment of Chief Executive Officer, Company Name Change, Issue
of Equity, Admission of the Acquisition Shares and Total Voting
Rights
Adept4 plc (AIM: AD4) is pleased to announce that at the General
Meeting held today for Shareholders to approve the proposed
acquisition of CloudCoCo Limited and change of the Company's name,
all Resolutions were duly passed.
Accordingly, the Board is pleased to announce that the
Acquisition has now legally completed.
Appointment of Chief Executive Officer
The Board is delighted to announce that, at Completion, Andy
Mills was appointed to the Board as an Executive Director of the
Company and its Chief Executive Officer. A summary of the service
contract that Mr Mills entered into with the Company on Completion
is provided on page 23 of the circular and Notice of General
Meeting sent to Shareholders dated 02 October 2019 ("the
Circular"). Further regulatory disclosures in relation to Mr Mills,
as required by the AIM Rules, are set out in the appendix to this
announcement.
Company Name Change
Following Shareholder approval received today for a change in
the Company's name to CloudCoCo Group plc, a rebranding programme
is now underway. Once this exercise is complete, the Company will
formally change its name, website address and trading ticker. An
announcement confirming the timetable for these changes will be
made in due course.
Issue of Equity, Admission of the Acquisition Shares, Debt
Refinancing and Total Voting Rights
Immediately upon Completion, the Company exercised its call
option under the Option Agreement as described in further detail on
page 21 of the Circular, with the Company acquiring the Loan Notes
issued as consideration for the Acquisition and, in exchange,
issuing and unconditionally allotting 218,160,586 Acquisition
Shares to the Sellers.
Application has been made to the London Stock Exchange for the
Acquisition Shares, which have been credited as fully paid and are
identical to and rank pari passu in all respects with the Existing
Ordinary Shares, to be admitted to trading on AIM. It is expected
that trading in the Acquisition Shares will commence on AIM at
08.00 a.m. on or around 22 October 2019.
The Board also confirms that the Debt Refinancing, as described
in the Circular has also been successfully completed. Following the
issue of the Acquisition Shares, the Enlarged Share Capital
comprises 445,225,686 Ordinary Shares each carrying one voting
right.
The Company does not hold any Ordinary Shares in treasury. The
total number of voting rights is therefore 445,225,686. This figure
may be used by shareholders 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 Company under
the FCA's Disclosure Guidance and Transparency Rules.
Simon Duckworth, Non-Executive Chairman of Adept4, said:
"I am delighted that we have now completed the acquisition of
CloudCoCo and, at the same time, revised the terms and reduced the
level of the Group's indebtedness. I would also like to welcome
Andy Mills to the Board. We are very much looking forward to
working with Andy and his team as we set about integrating the two
businesses. This is an opportunity for us to put Adept4 on a much
sounder footing and we approach the future with renewed enthusiasm
and vigour".
Andy Mills, Chief Executive Officer of Adept4, said:
"I know I speak on behalf of CloudCoCo's founder Mark Halpin and
the rest of my colleagues when I say that we are all delighted to
be joining the Adept4 team. We see a great opportunity ahead to
generate value for all stakeholders in the enlarged business
through harnessing our sales and marketing skillset with Adept4's
technical knowledge and product suite. The hard work starts
immediately and we look forward to reporting our progress over the
coming months".
- Ends -
For further enquiries please contact:
Adept4 plc
Simon Duckworth, Non-Executive Chairman 01925 398 255
N+1 Singer (Nominated Adviser and
Broker)
Peter Steel / Ben Farrow 020 7496 3000
MXC Capital Markets LLP
Charlotte Stranner 020 7965 8149
Capitalised terms in this announcement have the same meanings
given to them in the Circular sent to Shareholders providing
further details of the Acquisition, a copy of which can be viewed
at:
https://cdn2.hubspot.net/hubfs/4247851/October%202019%20Shareholder%20Circular.pdf
Appendix: disclosures required pursuant to Rule 17 and Schedule
2(g) of the AIM Rules
Andrew (Andy) Dominic Mills (aged 55) is currently a director of
the following companies:
CloudCoCo Limited
LFMProperty Management Limited
CoCoNitro Limited
Mr Mills holds 32,724,088 Ordinary Shares, representing 7.4% of
the Company's Enlarged Share Capital.
Save for the disclosures above, there are no further disclosures
to be made in accordance with Rule 17 and Schedule 2(g) of the AIM
Rules.
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
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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