REG - Feedback PLC - Result of WRAP Retail Offer

FeedbackAnnouncement

06/11/2024 07:00

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RNS Number : 0772L  Feedback PLC  06 November 2024

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OR IN PART, IN OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF THE LAWS OF
ENGLAND AND WALES PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR"). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.

 

6 November 2024

 

Feedback plc

 

("Feedback" or the "Company")

 

Result of WRAP Retail Offer

 

Feedback plc, (AIM: FDBK), the clinical infrastructure specialist, is pleased
to confirm, further to the announcements made on 4 November 20f24 in relation
to the Fundraising, the result of the Retail Offer at the Issue Price of 20
pence per share. The Company announces that it has conditionally raised
aggregate gross proceeds of approximately £0.53 million pursuant to the
Retail Offer, alongside the previously announced Placing and Subscription.

 

Accordingly, the Company will issue a total of 2,627,620 New Ordinary Shares
at the Issue Price pursuant to the Retail Offer, subject to, amongst other
things, the approval of the Fundraising Resolutions at the Annual General
Meeting.

 

In total, the Fundraising has conditionally raised gross proceeds of
approximately £6.1 million for the Company, via the Placing of 27,500,000
Placing Shares, a Subscription for 352,500 Subscription Shares and the
issuance of 2,627,620 Retail Offer Shares (together, the "Fundraising
Shares").

 

Admission and Total Voting Rights

Application will be made for the Fundraising Shares to be admitted to trading
on AIM ("Admission"). Admission is expected to become effective on or around
8.00 a.m. on 29 November 2024.

 

The Retail Offer Shares will be issued free of all liens, charges and
encumbrances and will, on Admission, rank pari passu in all respects with the
Company's other New Ordinary Shares.

 

Following Admission, the Company will have 43,814,779 New Ordinary Shares in
issue. The Company does not currently hold any shares in treasury. Therefore,
the above figure of 43,814,779 New Ordinary Shares may be used by shareholders
of the Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change in
their interest in, the share capital of the Company under the FCA's Disclosure
Guidance and Transparency Rules.

 

Terms used but not defined in this announcement have the same meaning as set
out in the Company's announcement released at 7:01 a.m. on 4 November 2024.

 

For further information, please contact:

 

 Feedback plc                                                      +44 (0) 20 3997 7634

                                                                   IR@fbk.com
 Tom Oakley, CEO

 Anesh Patel, CFO

 Panmure Liberum Limited (NOMAD, Sole Broker and Sole Bookrunner)  +44 (0)20 7886 2500

 Emma Earl/ Mark Rogers (Corporate Finance)

 Rupert Dearden (Corporate Broking)

 Walbrook PR Ltd

                                                                   Tel: 020 7933 8780 or feedbackplc@walbrookpr.com
 Nick Rome/Joe Walker                                              07748 325 236 or 07407 020 470

 Winterflood Retail Access Platform                                WRAP@winterflood.com
 Joe Winkley, Sophia Bechev                                        0203 100 0286

 

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, with greater connectivity
across organisations.

 

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 and private
healthcare providers and its highly scalable Software as a Service
("SaaS")-based model is expected to provide increasing levels of revenue
visibility as the Company grows its customer base.

 

The Company's LEI is 213800UGOF2GT2U2RV90.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

Important Notices

 

The content of this announcement, which has been prepared by and is the sole
responsibility of the Company.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The WRAP Retail Offer Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (the "US Securities Act") or under
the applicable state securities laws of the United States and may not be
offered or sold directly or indirectly in or into the United States. No public
offering of the WRAP Retail Offer Shares is being made in the United States.
The WRAP Retail Offer Shares are being offered and sold outside the United
States in "offshore transactions", as defined in, and in compliance with,
Regulation S under the US Securities Act ("Regulation S") to non-US persons
(within the meaning of Regulation S). In addition, the Company has not been,
and will not be, registered under the US Investment Company Act of 1940, as
amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for WRAP Retail Offer Shares in
the United States, Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction in which
such offer or solicitation is or may be unlawful. No public offer of the
securities referred to herein is being made in any such jurisdiction.

 

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 US
Securities Act, 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.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the WRAP Retail Offer and will not be responsible
to anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the WRAP Retail Offer,
Admission and the other arrangements referred to in this announcement.

 

The value of New Ordinary Shares and the income from them is not guaranteed
and can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the
Financial Conduct Authority, the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Winterflood or any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the New Ordinary
Shares have been bought or sold in the past cannot be relied upon as a guide
to future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail
Offer will not be admitted to trading on any stock exchange other than the
London Stock Exchange.

Panmure Liberum Limited, which is authorised and regulated by the FCA in the
United Kingdom, is acting as nominated adviser and broker to the Company in
connection with the Placing and Subscription. Panmure Liberum Limited will not
be responsible to any person other than the Company for providing the
protections afforded to clients of Panmure Liberum Limited or for providing
advice to any other person in connection with the Fundraise. Panmure Liberum
Limited has not authorised the contents of, or any part of, this announcement,
and no liability whatsoever is accepted by Panmure Liberum Limited for the
accuracy of any information or opinions contained in this announcement or for
the omission of any material information.

 

 

 

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