TIDMLOOP
RNS Number : 1460B
LoopUp Group PLC
29 September 2022
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, CANADA, THE REPUBLIC OF
SOUTH AFRICA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE
SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
29 September 2022
LoopUp Group plc
("LoopUp", the "Group" or the "Company")
Results of Capital Raising and Launch of Broker Offer
LoopUp Group plc (AIM: LOOP), the cloud platform for premium
hybrid communications, today announces the successful Placing and
Subscription for New Ordinary Shares of 0.5 pence each announced
yesterday ("Placing Announcement") and launch of a Broker Offer on
the terms set out below.
Terms defined in the Placing Announcement have the same meanings
in this announcement unless the context provides otherwise.
A total of 69,460,000 Placing Shares and Subscription Shares
were placed by Cenkos, Panmure Gordon and TPI or subscribed at the
Issue Price of 5 pence per share to raise GBP3.5m.
As part of the Placing, an entity connected with Andrew Scott,
who is a substantial shareholder of the Company and therefore a
related party as defined by the AIM Rules, has subscribed for a
total of 25,000,000 Placing Shares under the Placing. Following
completion of the Capital Raising (which does not include any
shares under the Broker Offer), Andrew Scott and connected parties
will have an aggregate interest in 51,555,754 Ordinary Shares,
representing no more than 29.4 per cent. of the enlarged share
capital of the Company. The Directors consider, having consulted
with the Company's nominated adviser, that the terms of Andrew
Scott's participation in the Placing are fair and reasonable
insofar as the Company's shareholders are concerned.
In addition, to provide shareholders and other investors who did
not initially participate in the Placing the opportunity to invest
in the Company, following the closing of the accelerated bookbuild,
TPI will conduct a Broker Offer allowing additional subscriptions
for up to 20,000,000 Ordinary Shares through TPI at the Issue Price
with a value of up to GBP1.0 million (which may be increased by
agreement between the Company and TPI in the case of sufficient
demand), with priority being given to existing shareholders of the
Company.
The Broker Offer is open until 4.30 p.m. on 30 September 2022,
at which point a further announcement will be made. Detail of how
to participate in the Broker Offer are set out below.
Application has been made to the London Stock Exchange for
admission of 10,352,848 new Ordinary Shares (the "First Tranche
Shares") to trading on AIM. First Admission is expected to take
place at 8.00 a.m. on 3 October 2022. Application will be made to
the London Stock Exchange for admission of the remaining balance of
Placing Shares, Subscription Shares and any Broker Offer Shares
(the "Second Tranche Shares") to trading on AIM. Second Admission
is expected to take place at 8.00 a.m. on 18 October 2022
The New Ordinary Shares will, when issued, be credited as fully
paid and rank pari passu with the existing Ordinary Shares.
Launch of Broker Offer
The Company is undertaking a Broker Offer through TPI under the
Placing Agreement in order to deal with additional demand from
investors who may have not been able to participate in the Placing.
To participate in the Broker Offer, investors should communicate
their interest to TPI via their independent nancial adviser,
stockbroker or other rm authorised by the Financial Conduct
Authority (all of whom will be required to con rm to TPI whether
their client is a new or existing shareholder), as TPI cannot take
direct orders from individual private investors. In the event that
the Broker Offer is oversubscribed, preference will be given to
existing shareholders.
TPI should be contacted by telephone on (020) 3657 0050 or by
email at info@turnerpope.com.
The person responsible for arranging the release of this
announcement on behalf of the Company is Steve Flavell, Co-Chief
Executive of the Company.
Enquiries:
For further information, please contact:
LoopUp Group plc via FTI
Steve Flavell, co-CEO
Panmure Gordon (UK) Limited (Nominated Adviser +44 (0) 20 7886
& Joint Broker) 2500
Dominic Morley / Alina Vaskina (Corporate
Finance)
Erik Anderson (Corporate Broking)
+44 (0) 20 7397
Cenkos Securities Limited (Joint Broker) 8900
Giles Balleny / Dan Hodkinson (Corporate Finance)
Dale Bellis / Alex Pollen (Sales)
Turner Pope Investments (Joint Broker to
the transaction) +44 (0) 20 3657
James Pope / Andy Thacker 0050
+44 (0) 20 3727
FTI Consulting, LLP 1000
Matt Dixon / Jamille Smith / Tom Blundell
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF UK
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
("MAR").
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING OR DIRECTLY IN THE BROKER OFFER. THIS ANNOUNCEMENT IS
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN THE UNITED KINGDOM OR A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE
2(e) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION");
(2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO (A) FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE "ORDER") (INVESTMENT
PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN LOOPUP GROUP PLC.
THE PLACING SHARES AND THE BROKER OFFER SHARE HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMED (THE "SECURITIES ACT") OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. THE PLACING SHARES AND BROKER OFFER SHARES ARE
BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN
"OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING
SHARES OR BROKER OFFER SHARES IS BEING MADE IN THE UNITED STATES OR
ELSEWHERE.
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 OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
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 SECURITIES ACT AND MAY NOT BE
OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN
APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING
MADE IN THE UNITED STATES.
The distribution of this announcement and/or the Placing and/or
Broker Offer and/or issue of the Placing Shares or Broker Offer
Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, the Joint Bookrunners, TPI or any of
their respective affiliates, agents, directors, officers or
employees that would permit an offer of the Placing Shares or
Broker Offer Shares or possession or distribution of this
announcement or any other offering or publicity material relating
to such Placing Shares or Broker Offer Shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company, the
Joint Bookrunners and TPI to inform themselves about and to observe
any such restrictions.
This announcement or any part of it is for information purposes
only and does not constitute or form part of any offer to issue or
sell, or the solicitation of an offer to acquire, purchase or
subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the
District of Columbia (the "United States" or the "US")), Australia,
Canada, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful. No public
offering of the Placing Shares or Broker Offer Shares is being made
in any such jurisdiction.
All offers of the Placing Shares or Broker Offer Shares in the
United Kingdom and the EEA will be made pursuant to an exemption
under the Prospectus Regulation from the requirement to produce a
prospectus. In the United Kingdom, this announcement is being
directed solely at persons in circumstances in which section 21(1)
of the Financial Services and Markets Act 2000 (as amended) does
not apply.
The Placing Shares and Broker Offer Shares have not been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this announcement. Any representation
to the contrary is a criminal offence in the United States. The
relevant clearances have not been, nor will they be, obtained from
the securities commission of any province or territory of Canada,
no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese
Ministry of Finance; the relevant clearances have not been, and
will not be, obtained from the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation
to the Placing Shares and the Placing Shares have not been, nor
will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Australia,
Canada, the Republic of South Africa or Japan. Accordingly, the
Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
the Republic of South Africa or Japan or any other jurisdiction
outside the United Kingdom.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this announcement should seek appropriate advice before
taking any action.
This announcement may contain and the Company may make verbal
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, United Kingdom domestic and global
economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of
competition, inflation, deflation, the timing effect and other
uncertainties of future acquisitions or combinations within
relevant industries, the effect of tax and other legislation and
other regulations in the jurisdictions in which the Company and its
affiliates operate, the effect of volatility in the equity, capital
and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit
ratings; the effect of operational risks; and the loss of key
personnel. As a result, the actual future financial condition,
performance and results of the Company may differ materially from
the plans, goals and expectations set forth in any forward-looking
statements. Any forward-looking statements made in this
announcement by or on behalf of the Company speak only as of the
date they are made. Except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
Each of the Joint Bookrunners is authorised and regulated by the
Financial Conduct Authority in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Bookbuilding Process and the Placing, and neither of the Joint
Bookrunners will be responsible to anyone (including any Placees)
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to the Bookbuilding
Process or the Placing or any other matters referred to in this
Announcement.
TPI is authorised and regulated by the Financial Conduct
Authority in the United Kingdom and is acting exclusively for the
Company and no one else in connection with the Broker Option, and
TPI will not be responsible to anyone (including any participants
in the Broker Offer) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Broker Offer or any other matters referred to in
this Announcement.
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 the Bookrunner or by any of its
affiliates or agents 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.
No statement in this announcement is intended to be a profit
forecast or estimate, and no statement in this announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares and Broker Offer Shares to be issued pursuant
to the Placing and Broker Offer will not be admitted to trading on
any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
This information is provided by RNS, the news service of the
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END
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