REG - Feedback PLC - Results of AGM, Open Offer, Issue of Equity & TVR

FeedbackAnnouncement

29/11/2021 13:35

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RNS Number : 9141T  Feedback PLC  29 November 2021

 

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IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY
JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR
ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN
CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU AS IT FORMS PART OF THE LAW OF ENGLAND AND WALES BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. IN ADDITION, MARKET
SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
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UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
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TO BE IN POSSESSION OF INSIDE INFORMATION.

 

Feedback plc

 

Result of Annual General Meeting, Result of Open Offer, Issue of Equity, Total
Voting Rights and Director Change

 

Feedback plc (AIM: FDBK), the specialist clinical communication company, is
pleased to announce that at its annual general meeting held earlier today, all
resolutions were duly passed. This includes each of the Fundraising
Resolutions relating to the oversubscribed Placing and Open Offer which was
announced by the Company on 2 November 2021.

 

The Company is also pleased to announce that, in relation to the Open Offer,
which closed for receipt of applications at 11.00 a.m. on 26 November 2021 in
accordance with its terms, received valid applications, including excess
applications, from Qualifying Shareholders for more than twice the number of
Open Offer Shares available. Consequently, the number of Open Offer Shares
subscribed for has been subject to scale-back and 71,428,571 Open Offer
Shares, being the maximum number of Open Offer Shares available pursuant to
the terms of the Open Offer, are expected to be issued.

 

Accordingly, the Company has raised approximately £11.2 million in aggregate
(before expenses) through the issue of 1,599,999,991 New Ordinary Shares
pursuant to the Placing and Open Offer. Issue of the New Ordinary Shares
remains conditional on Admission occurring.

 

Application has been made for 1,599,999,991 New Ordinary Shares to be
admitted to trading on AIM. Admission of the New Ordinary Shares is expected
to occur at 8.00 a.m. on 30 November 2021. The New Ordinary Shares will
rank pari passu with the Existing Ordinary Shares.

 

Total Voting Rights

Following Admission of the New Ordinary Shares, the Company's issued ordinary
share capital will consist of 2,666,931,677 Ordinary Shares, carrying one vote
each. The Company does not currently hold any shares in treasury. Therefore,
the total number of voting rights in the Company following Admission will be
2,666,931,677.  Shareholders may use this figure 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 issued share capital of the
Company, under the FCA's Disclosure Guidance and Transparency Rules.

 

Director Change

With effect from the closing of the AGM, Lindsey Melvin has now retired from
the board. In line with previously announced succession plans, a separate
announcement will be made shortly regarding the appointment of Anesh Patel as
Board Director and Chief Financial Officer.

 

Dr Tom Oakley, CEO, added:

"We are delighted with the Company's continued transformation - with Bleepa™
gaining momentum, securing its first commercial contract and significantly
enhancing its offering, routes to market, scalability and security during the
last year. Importantly, the rapid progress and significant developments since
the period end highlight the scale of opportunity.

 

"We are now well funded to support accelerated revenue growth. The funds
raised will enable Feedback to focus on further developing and rolling out
Bleepa and CareLocker at pace, through targeted investment in sales and
marketing and allow the Company to explore the NHS Community Diagnostic
Centres and Indian tuberculosis opportunities in parallel, diversifying our
strategic risk whilst capturing these important and timely opportunities.

 

"Using part of the proceeds of the Fundraising, the Company is planning to
undertake a pilot scheme of the tuberculosis screening solution within some
initial sites in India. The Director's believe that there is potential to
generate significant revenues per year from each state that the solution is
rolled out in.

 

"In parallel, the Company is piloting the CDC (Community Diagnostic Centres)
solution with Sussex ICS as one of the exemplar sites for the £10 billion CDC
initiative recently launched by NHS England to help address the elective care
backlog, by bringing diagnostic services out of hospital settings and closer
to patients. Forty new CDCs are set to open across England in a range of
settings and are expected to begin providing services over the next few months
to March 2022.

 

"Reinforced with a new patient-centric cloud architecture and internationally
recognised accreditations, Feedback is well placed to focus on driving
international product deployment across public and private frameworks.

 

"We would like to thank existing and new shareholders for their support in the
Fundraise as we build on the momentum achieved and develop new and exciting
routes to market."

 

The proxy voting results of the resolutions are included below.

 

 Resolutions                                                                      Votes For*   % of votes cast**  Votes Against  % of votes cast**  Votes Withheld**  Total votes cast**

 1. To allot equity securities up to an aggregate nominal amount of £4            619,251,679  99.98%             128,144        0.02%              1,681,956         621,061,779
 million in respect of the Fundraising

 2. To display statutory pre-emption rights in respect of allotments of equity    619,250,819  99.98%             128,144        0.02%              1,682,816         621,061,779
 securities up to an aggregate nominal amount of £4 million in respect of the

 Fundraising.

 3. To receive and adopt the Company's annual accounts for the Financial year     573,658,157  99.99%             33,000         0.01%              47,370,622        621,061,779
 ended 31 May 2021 together with the Directors' report and the auditors' report

 on those accounts

 4. To re-elect Tom Oakley as a Director                                          618,895,382  99.93%             464,441        0.07%              1,701,956         621,061,779

 5. To appoint Price Bailey LLP as auditors of the Company                        619,343,937  99.99%             35,026         0.01%              1,682,816         621,061,779

 6. To authorise the directors to allot relevant securities equivalent to up to   618,821,518  99.91%             534,446        0.09%              1,705,815         621,061,779
 two thirds of the Company's issued share capital, subject to certain

 conditions

 7. To authorise the directors to allot relevant securities equivalent to  up     593,794,517  95.87%             25,584,446     4.13%              1,682,816         621,061,779
 to 10 per cent. of the Company's issued share capital on a non-pre-emptive

 basis subject to certain conditions

 

Notes:

* "Votes For" include votes giving the Chairman discretion.

 

** "Votes Withheld" are not votes in law and do not count in the number of
votes counted for or against a resolution, or towards the total votes cast.

 

The capitalised terms used in this announcement have the same meanings as in
the announcement published by the Company at 7.01 a.m. on 2 November 2021
unless otherwise stated

 

Enquiries:

 

 Feedback plc                                    +44 (0)1954 718072

 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/Nicholas Johnson         07980 541 893 or 07748 325 236 or 07884 664 686

 

Notes to Editors

 

Feedback plc (AIM: FDBK) is a pioneer of regulated clinical communication
products. Its core product, Bleepa, is a revolutionary medical imaging
communications app, providing an easy-to-use, high quality tool to enable
remote and secure communications between front-line clinicians and teams.
Importantly, it is the only CE marked medical imaging communications platform
on the NHSx clinical communications tools framework. Bleepa has unparalleled
functionality for everyday practice and can be accessed from any
internet-connected device, enabling control of patient cases when on the go.

 

Its highly scalable Software as a Service ("SaaS") based revenue model will
provide increasing levels of visibility as the Company grows its customer
base. With a growing distribution base and technology in place, the focus is
on leveraging key relationships in order to drive sales both in the UK and
internationally to all forms of care providers. As a fully certified medical
device, Bleepa aims to disrupt the medical imaging communications market and,
importantly, increase the accuracy and speed of clinical review.

 

IMPORTANT NOTICE

 

No action has been taken by the Company, Panmure Gordon, or any of their
respective affiliates, that would, or which is intended to, permit a public
offer of the New Ordinary Shares in any jurisdiction or the possession or
distribution of this announcement or any other offering or publicity material
relating to the New Ordinary Shares in any jurisdiction where action for that
purpose is required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions. Persons
into whose possession this announcement comes shall inform themselves about,
and observe, such restrictions.

 

No prospectus will be made available in connection with the matters contained
in this announcement and no such prospectus is required (in accordance with
the Prospectus Directive) to be published.

 

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS FOR
INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM
PART OF ANY OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, UNDERWRITE, SELL
OR ISSUE OR THE SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE, SELL,
ACQUIRE, DISPOSE OF THE NEW ORDINARY SHARES OR ANY OTHER SECURITY IN THE
UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO
WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

 

Panmure Gordon, which is authorised and regulated in the United Kingdom by the
FCA, is acting as nominated adviser, sole broker and sole bookrunner to the
Company in relation to the Placing and Admission and is not acting for any
other persons in relation to the Placing and Admission. Panmure Gordon is
acting exclusively for the Company and for no one else in relation to the
matters described in this announcement and is not advising any other person
and accordingly will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Panmure Gordon, or for
providing advice in relation to the contents of this announcement or any
matter referred to in it. The responsibilities of Panmure Gordon as the
Company's nominated adviser under the AIM Rules for Companies and the AIM
Rules for Nominated Advisers are owed solely to London Stock Exchange plc and
are not owed to the Company or to any director or shareholder of the Company
or to any other person, in respect of his decision to acquire shares in the
capital of the Company in reliance on any part of this announcement, or
otherwise.

 

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 Panmure Gordon or the Company or any of their respective affiliates or any
of their respective directors, officers, employees, advisers or
representatives (collectively, "Representatives") 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.

 

This announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the New Ordinary Shares. Any investment decision to buy New
Ordinary Shares in the Fundraising must be made solely on the basis of
publicly available information, which has not been independently verified by
Panmure Gordon, and the Circular.

 

The price of Ordinary Shares and any income from them may go down as well as
up and investors may not get back the full amount invested on disposal of the
Ordinary Shares.

 

The New Ordinary Shares will not be admitted to trading on any stock exchange
other than AIM, a market operated by the London Stock Exchange plc.

 

This announcement may contain "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would, "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Company to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the date of this
announcement. None of the Company, Panmure Gordon, or their respective
directors, officers, employees, agents, affiliates and advisers, or any other
party undertakes or is under any duty to update this announcement or to
correct any inaccuracies in any such information which may become apparent or
to provide you with any additional information, other than any requirements
that the Company may have under applicable law. To the fullest extent
permissible by law, such persons disclaim all and any responsibility or
liability, whether arising in tort, contract or otherwise, which they might
otherwise have in respect of this announcement. The information in this
announcement is subject to change without notice.

 

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