REG - Feedback PLC - Notice of AGM & Proposed Share Consolidation

FeedbackAnnouncement

20/09/2022 15:30

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RNS Number : 0323A  Feedback PLC  20 September 2022

Feedback plc

 

Notice of AGM & Proposed Share Consolidation

 

Feedback plc (AIM: FDBK, "Feedback" or the "Company"), the specialist medical
imaging technology company, announces that the Notice of Annual General
Meeting ("AGM") and Form of Proxy have been posted to investors today.

 

The AGM will be held at Temple Chambers, 1-3 Temple Avenue, London, EC4Y 0DT,
on Thursday 13 October 2022 at 11:00 a.m.

 

The Notice of AGM details eleven resolutions which include a notice of an
intended share consolidation on the terms set out below and within the
explanatory memorandum included in the Notice of AGM. The Notice of AGM will
be available on the Company's website shortly.

 

Proposed Share Consolidation

The Company's current issued share capital totals over 2.6 billion ordinary
shares of £0.0025 each.

 

The Directors believe that this capital structure impacts the Company's share
price as the high number of Existing Ordinary Shares in issue combined with
the relatively low price per share is thought to result in excess volatility,
reduced liquidity and a widening in the market bid and ask share price spread
in the Company's shares. In order to reduce the number of issued shares to a
more appropriate number, the Company is proposing (through Resolution 10 of
the Notice of AGM) a 200:1 share consolidation where the existing ordinary
shares of £0.0025 ("Existing Ordinary Share") are consolidated into new
ordinary shares of £0.50 each ("Share Consolidation").

 

The effect of the Share Consolidation will be that shareholders holding
Existing Ordinary Shares on the Company's register of members at 6 p.m. on 13
October 2022 (the 'Share Consolidation Date of Effect') will, on the
implementation of the Share Consolidation, hold:

 

1 New Ordinary Share for every 200 Existing Ordinary Shares held at 13 October
2022.

 

The Directors' consider that the Share Consolidation will result in a more
appropriate share capital structure for the Company which is expected to:

 

·      increase the Company's share price proportionately which may
consequently positively impact the liquidity of and trading activity in the
Company's shares;

·      provide the basis for a potential narrowing of the bid and offer
spread in the Company's shares;

·      provide the basis for enhanced perception of the Company and its
prospects, improving its marketability to a wider investor group.

 

 

Accordingly, the Directors believe that the Share Consolidation is in the best
interests of shareholders and is necessary in order to provide the Company
with a suitable share capital structure that will facilitate future growth
opportunities. The Share Consolidation requires the approval of the Company's
shareholders ("Shareholders") by way of ordinary resolution at the AGM
("Consolidation Resolution") accordingly the Directors unanimously recommend
Shareholders to vote in favour of the Consolidation Resolution to be proposed
at the AGM.

 

As all shareholdings in the Company will be consolidated, the number of
ordinary shares held by each shareholder will be reduced as a result of the
Share Consolidation, but the percentage of the total issued ordinary share
capital of the Company held by each shareholder immediately before and
following the Share Consolidation will, save for fractional entitlements,
remain unchanged.

 

Application will be made to the London Stock Exchange for the new ordinary
shares resulting from the Consolidation ("New Ordinary Shares") to be admitted
to trading on the AIM Market in place of the Existing Ordinary Shares
("Admission"). Subject to Resolution 10 being passed, dealings in the Existing
Ordinary Shares will cease on 6pm on 13 October 2022 and it is expected that
admission will become effective and that dealings in the New Ordinary Shares
will commence on 8.00am on 14 October 2022.

 

Expected Timetable of Principal Events(1)

 

 

 Publication and posting of Notice of AGM                                  20 September 2022
 Latest time and date for return of Form of Proxy for AGM                  11.00 a.m. on 11 October 2022
 AGM                                                                       11.00 a.m. on 13 October 2022
 Announcement of the result of the AGM                                     13 October 2022
 Record Date and final date for trading in Existing Ordinary Shares        6.00 p.m. on 13 October 2022
 Expected Admission to trading on AIM of the Consolidated Ordinary Shares  8.00 a.m. on 14 October 2022
 arising from the Consolidation

 

(1)( )  The above times and/or dates are indicative only and may change. If
any of the above times and/or dates change, the revised times and/or dates
will be notified by announcement through a Regulatory Information Service.

 

Proposed Capital Reorganisation

 

 Number of Existing Ordinary Shares in issue at the date of this AGM notice     2,666,931,677
 Number of Existing Ordinary Shares expected to be in issue on the Record Date  2,666,931,677
 Conversion ratio of Existing Ordinary Shares to Consolidated Ordinary Shares   200:1
 Total number of Consolidated Ordinary Shares in issue following Share          13,334,659
 Consolidation
 Nominal share value pre- Share Consolidation                                   £0.0025
 Nominal share value post- Share Consolidation                                  £0.50
 ISIN code for Consolidated Ordinary Shares                                     GB00BJN59X09
 SEDOL code for the Consolidated Ordinary Shares                                BJN59X0

 

 

 

All Shareholders are encouraged to submit their vote using the proxy form
enclosed with the Notice of AGM. Details of how to do this are contained in
the document. All valid proxy votes will be included in the poll to be taken
at the meeting.

 

-Ends-

 

Enquiries:

 

 Feedback plc                                    +44 (0) 20 3997 7634

 Tom Oakley, CEO                                 IR@fbk.com (mailto:IR@fbk.com)

 Anesh Patel, CFO

 Panmure Gordon (UK) Limited (NOMAD and Broker)  +44 (0)20 7886 2500

 Emma Earl/Freddy Crossley (Corporate Finance)

 Rupert Dearden (Corporate Broking)

 Walbrook PR Ltd;                                Tel: 020 7933 8780 or feedbackplc@walbrookpr.com
                                                 (mailto:feedbackplc@walbrookpr.com)
 Paul McManus/Nick Rome                          07980 541 893 or 07748 325 236 or 07884 664 686

 

 

About Feedback

 

Feedback plc helps clinical teams to make better decisions faster for
patients. We design products that enhance clinician access to patient data and
to their colleagues. Our unique approach centres around individual patient
episodes, into which we pull relevant clinical data from hospital systems and
around which we build remote clinical teams for collaboration. As a result, we
produce a digital infrastructure that makes patient data available to
clinicians in multiple settings, in a format that enables them to meaningfully
interact with it, providing flexibility to clinicians and free movement of
patients between provider settings - clinicians can practice from anywhere and
patients can attend any care provider for treatment.

 

Our products Bleepa and CareLocker work together to deliver unparalleled value
to our customers. Bleepa is our application layer and sits on top of
CareLocker as our data layer. Bleepa is a clinician facing platform that
displays clinical results from a patient's CareLocker at a certified and
regulated quality, that is suitable for clinical use and enables dialogue on a
patient-by-patient basis with colleagues through a secure, auditable chat
interface that links back to the patient medical record. The CareLocker data
storage model is built around the patient. Our vision is one where relevant
clinical data is always available to the patient as well as to any care
setting that they may attend -  a federated data architecture with the
patient as the tenant.

 

The Company has a number of growth opportunities domestically and
internationally across a range of markets including the NHS, the veterinary
market and private healthcare providers and its highly scalable Software as a
Service ("SaaS")-based revenue model is expected to provide increasing levels
of visibility as the Company grows its customer base.

 

 

 

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