REG - Beeks Fin Cloud Grp - Result of Fundraising

Beeks Financial CloudAnnouncement

05/04/2022 07:00

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RNS Number : 2320H  Beeks Financial Cloud Group PLC  05 April 2022

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, 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. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR
AN OFFER IN RESPECT OF ANY SECURITIES AND IS NOT INTENDED TO PROVIDE THE BASIS
FOR ANY INVESTMENT DECISION IN RESPECT OF BEEKS FINANCIAL CLOUD GROUP PLC OR
OTHER EVALUATION OF ANY SECURITIES OF BEEKS FINANCIAL CLOUD GROUP PLC OR ANY
OTHER ENTITY AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY
INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF BEEKS FINANCIAL CLOUD GROUP PLC IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("MAR").

 

Beeks Financial Cloud Group plc

("Beeks", the "Group" or the "Company")

Result of Fundraising

5 April 2022 - Beeks Financial Cloud Group plc (AIM: BKS), a cloud computing
and connectivity provider for financial markets, is pleased to announce the
successful completion of the Placing announced yesterday (the "Placing
Announcement").

The Company has raised total gross proceeds of approximately £15 million at a
price of 165 pence per Ordinary Share (the "Issue Price") through the
aggregate issuance of 9,090,910 New Ordinary Shares, comprising 8,787,879
Placing Shares and 303,031 PrimaryBid Shares. In addition, the Vendor has sold
1,696,970 Sale Shares at the same Issue Price to raise gross sale proceeds of
approximately £2.8 million.

The Fundraising was significantly oversubscribed.

Completion of the Fundraising is conditional, inter alia, upon the passing of
the Resolutions by Shareholders to authorise the issue of the New Ordinary
Shares at the General Meeting expected to be held at 11:00a.m. on 22 April
2022.

A Circular containing further details of the Fundraising including a formal
Notice convening the General Meeting is expected to be despatched to
Shareholders on or around 6 April 2022 and will thereafter be available on the
Company's website at www.beeksgroup.com/investor-relations/documents/.

Canaccord Genuity acted as nominated adviser and sole bookrunner in connection
with the Placing.

Gordon McArthur, Beeks CEO, commented:

"We would like to thank all new and existing investors who have participated
in the fundraising for their support. With financial services organisations
accelerating their cloud transition strategies, we see a huge opportunity
ahead for our Private Cloud, Proximity Cloud and Exchange Cloud offerings, and
are focused on the conversion of our record sales pipeline and execution of
our product roadmap."

 

Director / PDMR Shareholdings

As part of the Sale Share Placing, Canaccord Genuity placed the Sale Shares on
behalf of the Vendor as follows:

 Director/PDMR    Number of Existing Ordinary Shares  Number of Sale Shares  Number of Ordinary Shares to be held on Admission  Percentage of Enlarged Share Capital on Admission (%)
 Gordon McArthur  26,290,410*                         1,696,970              24,593,440*                                        37.6

 *Includes 740,000 Ordinary Shares held by Gordon McArthur's wife, Claire
McArthur.

The notifications below, made in accordance with the requirements of the MAR,
provide further detail. The remaining holding of the Vendor will be subject to
a lockup for a period of 12 months following completion of the Fundraising,
subject to certain customary exceptions.

Related Party Transaction

Canaccord Genuity Wealth Management (the "Related Party"), by virtue of being
a substantial shareholder (as defined in the AIM Rules) is classified as a
related party (as defined in the AIM Rules) of the Company. The participation
by the Related Party in the Placing element of the Fundraising is considered
to be a "related party transaction" under Rule 13 of the AIM Rules. The
Directors consider, having consulted with the Company's nominated adviser that
the terms of the participation by the Related Party in the Fundraising are
fair and reasonable insofar as Shareholders are concerned.

The Fundraising and settlement

The New Ordinary Shares represent approximately 16.1 per cent. of the Existing
Ordinary Shares of the Company, raising gross proceeds of approximately £15
million for the Company. The Issue Price represents a discount of 3.8 per
cent. to the closing price of 171.5 pence per Ordinary Share on 1 April 2022,
being the last practicable date prior to the publication of the Placing
Announcement.

The New Ordinary Shares, when issued, will be fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares, including the right
to receive all dividends and other distributions declared, made or paid after
the date of issue.

Application will be made for the New Ordinary Shares to be admitted to trading
on AIM.

Settlement for the Placing Shares and the PrimaryBid Shares and Admission are
expected to take place on or before 8.00 a.m. on 25 April 2022. The New Share
Placing is conditional upon, among other things, Admission becoming effective,
the Placing Agreement not being terminated in accordance with its terms and
the passing of the Resolutions by the Shareholders at the General Meeting
expected to be held at 11:00 a.m. on 22 April 2022. The PrimaryBid Offer is
conditional, among other things, on completion of the Placing having taken
place in accordance with its terms. The Notice convening the General Meeting
will be set out in the Circular expected to be sent to Shareholders on or
around 6 April 2022.

Total voting rights

Following Admission (and assuming that no other Ordinary Shares are issued
following the date of this Announcement), the Company will have a total of
65,406,764 Ordinary Shares in issue, with no Ordinary Shares held in treasury.
Therefore, following Admission (and assuming that no other Ordinary Shares are
issued following the date of this Announcement), this figure may be used by
Shareholders as the denominator for the calculations by which they determine
if they are required to notify their interest in, or a change in their
interest in, the Company under the Disclosure Guidance and Transparency Rules
of the Financial Conduct Authority.

Capitalised terms used in this Announcement have the meanings given to them in
the Placing Announcement, unless the context provides otherwise.

The person responsible for arranging the release of this Announcement on
behalf of the Company is Fraser McDonald, a director of the Company.

 

For further information please contact:

 Beeks Financial Cloud Group plc
 Gordon McArthur, CEO                               via Alma PR
 Fraser McDonald, CFO
 Canaccord Genuity - Nominated Adviser and Broker   +44 (0)20 7523 8000
 Adam James / Patrick Dolaghan

 Sam Lucas
 Alma PR                                            +44(0)20 3405 0205
 Caroline Forde / Hilary Buchanan / Joe Pederzolli

 

ABOUT BEEKS FINANCIAL CLOUD

Beeks Financial Cloud is a leading cloud computing, connectivity and analytics
provider for financial services. Our cloud-based Infrastructure-as-a-Service
(IaaS) model allows financial organisations the flexibility and agility to
deploy and connect to a variety of exchanges, trading venues and cloud service
providers at a fraction of the cost of building their own networks and
infrastructure. Based in the UK with an international network of 22
datacentres, Beeks supports its global customers at scale in the leading
financial centres.

For more information, visit: www.beeksfinancialcloud.com
(http://www.beeksfinancialcloud.com/)

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement.

 

IMPORTANT NOTICES

This Announcement may contain, or may be deemed to contain, "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.

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 Canaccord Genuity or any of its respective affiliates, agents, directors,
officers, consultants, partners or employees 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.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 1   Details of the person discharging managerial responsibilities / person closely
     associated

 a)  Name                                                         Gordon McArthur

 2   Reason for the notification

 a)  Position/status                                              Chief Executive Officer

 b)  Initial notification/Amendment                               Initial Notification

 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Beeks Financial Cloud Group plc

 b)  LEI                                                          13800XD729OTYVOMR79

 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted

 a)  Description of the financial instrument, type of instrument  Ordinary shares of 1.25p each
     Identification code                                          ISIN: GB00BZ0X8W18

 b)  Nature of the transaction                                    Sale of Ordinary Shares

 c)  Price(s) and volumes(s)                                      Price(s)                     Volume(s)

     165 pence                                                                                 1,696,970
 d)  Aggregated information                                       N/A (single transaction)

     Aggregated volume                                            N/A (single transaction)

     Price                                                        N/A (single transaction)

 e)  Date of the transaction                                      5 April 2022

 f)  Place of the transaction                                     Outside of a trading venue

 

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