REG - Feedback PLC - WRAP Retail Offer for up to £1 million

FeedbackAnnouncement

04/11/2024 07:15

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RNS Number : 7819K  Feedback PLC  04 November 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, 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 AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY WINTERFLOOD SECURITIES LIMITED WHICH IS AUTHORISED AND REGULATED
BY THE FINANCIAL CONDUCT AUTHORITY (FRN 141455).

 

4 November 2024

 

Feedback plc

 

("Feedback" or the "Company")

 

WRAP Retail Offer for up to £1 million

 

Feedback plc is pleased to announce a retail offer via the Winterflood Retail
Access Platform ("WRAP") to raise up to £1 million (the "Retail Offer")
through the issue of new ordinary shares of one penny each in the capital of
the Company ("New Ordinary Shares"). Under the WRAP Retail Offer, up to
5,000,000 New Ordinary Shares (the "Retail Offer Shares") will be made
available to new and existing retail investors at an issue price of 20 pence
per share ("Issue Price").

 

In addition to the Retail Offer, and as announced today, the Company is
proposing a placing via a bookbuild process (the "Placing") to raise
approximately £5.2 million (before expenses) and a direct subscription (the
"Subscription") to raise £70,500 through the issue of New Ordinary Shares at
the Issue Price (together with the Retail Offer the "Fundraising"). The Issue
Price represents a discount of approximately 55 per cent. to the mid-market
closing price of an Ordinary Share on 1 November 2024 (being the latest
practicable date prior to this announcement). The issue price of the Retail
Offer Shares is equal to the Issue Price. If the Retail Offer is taken up in
full, the aggregate gross proceeds of the Fundraising will be approximately
£6.3 million.

 

A separate announcement has been made regarding the Placing and the
Subscription and setting out the terms of the Placing and the reasons for the
Fundraising and use of proceeds. The net proceeds of the Retail Offer will be
used towards working capital and balance sheet strength.

 

Additionally, the Company announced earlier today the proposed Share Capital
Reorganisation of its existing issued ordinary share capital to subdivide each
Existing Ordinary Share into one New Ordinary Share of one penny each and one
Deferred Share of 49 pence each.

 

For the avoidance of doubt, the Retail Offer is not part of the Placing or the
Subscription. Completion of the Retail Offer is conditional, inter alia, upon
the completion of the Share Capital Reorganisation and the Placing but
completion of the Placing is not conditional on the completion of the Retail
Offer or the Subscription.

 

The Fundraising is conditional on the New Ordinary Shares to be issued
pursuant to the Fundraising ("Fundraising Shares") being admitted to trading
on AIM of the London Stock Exchange plc ("Admission"). It is anticipated that
Admission will become effective and that dealings in the Fundraising Shares
will commence on AIM, at 8.00 a.m. on 29 November 2024.

 

WRAP Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders, along with new
qualifying investors, in the United Kingdom the opportunity to participate in
the Retail Offer.

 

Therefore, the Company is making the Retail Offer open to eligible investors
in the United Kingdom, being both new and existing shareholders of the
Company, following release of this announcement and through certain financial
intermediaries.

 

Eligible retail investors can contact their broker or wealth manager to
participate in the Retail Offer.

 

The Retail Offer is expected to close at 4.30 p.m. on 5 November 2024.
Eligible retail investors should note that financial intermediaries may have
earlier closing times. The result of the Retail Offer is expected to be
announced by the Company on or around 6 November 2024.

 

Retail brokers wishing to participate in the Retail Offer on behalf of
eligible retail investors, should contact WRAP@winterflood.com.

 

To be eligible to participate in the Retail Offer, applicants must be a
customer of a participating intermediary including individuals aged 18 years
or over, companies and other bodies corporate, partnerships, trusts,
associations and other unincorporated organisations.

 

There is a minimum subscription of £100 per investor under the Retail Offer.
The terms and conditions on which investors subscribe will be provided by the
relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to scale back any order under the Retail Offer
at its discretion. The Company reserves the right to reject any application
for subscription under the Retail Offer without giving any reason for such
rejection.

 

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

 

The Retail Offer Shares will, when issued, be credited as fully paid, and have
the right to receive all dividends and other distributions declared, made or
paid after their date of issue.

 

It is a term of the Retail Offer that the total value of the Retail Offer
Shares available for subscription at the Issue Price does not exceed
£1,000,000.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for New Ordinary Shares and investment
in the Company carries a number of risks, including the risk that investors
may lose their entire investment. Investors should take independent advice
from a person experienced in advising on investment in securities such as the
New Ordinary Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

The Retail Offer is offered in the United Kingdom under the exemption from the
requirement to publish a prospectus in sections 86(1)(e) and 86(4) of FSMA. As
such, there is no need for publication of a prospectus pursuant to the United
Kingdom version of Regulation (EU) 2017/1129 as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended), or for approval of the same by the FCA. The Retail Offer is not
being made into any jurisdiction other than the United Kingdom.

 

 

 Feedback plc                                               +44 (0) 20 3997 7634

                                                            IR@fbk.com
 Tom Oakley, CEO

 Anesh Patel, CFO

 Panmure Liberum                                            +44 (0)20 7886 2500
 Emma Earl/Freddy Crossley/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

 

 

Further information on the Company can be found on its website at
feedbackmedical.com

 

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.

 

Certain terms used in this announcement but not defined in it shall, unless
the context otherwise requires, have the meaning given to them in the
Company's announcement of 7:01 a.m. today relating to the Placing and the
Subscription.

 

 

 

Important Notices

 

This announcement, which has been prepared by and is the sole responsibility
of the Company has been approved for the purposes of Section 21 of the
Financial Services and Markets Act 2000 ("FSMA") by Winterflood Securities
Limited ("Winterflood"), which is authorised and regulated by the Financial
Conduct Authority.

 

The release, publication or 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.

 

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 New Ordinary 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 New Ordinary Shares is being made in the United States. The
New Ordinary 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 New Ordinary 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.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
(registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN
141455). 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 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 Retail Offer, Admission and the other arrangements referred to in
this announcement.

 

The value of the 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 FCA,
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 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 New Ordinary Shares to be issued or sold pursuant to the 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 sole broker to the Company
in connection with the Placing. 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. 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 Liberum Limited 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. The responsibilities of Panmure Liberum Limited 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 any other person, in respect of its decision to acquire shares in the
capital of the Company in reliance on any part of this announcement, or
otherwise.

 

 

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