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RNS Number : 4373B LoopUp Group PLC 30 September 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, THE REPUBLIC OF SOUTH
AFRICA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
30 September 2022
LoopUp Group plc
("LoopUp", the "Group" or the "Company")
Results of Broker Offer
Further to the announcement made on 29 September 2022 by the Company in
connection with the placing and subscription to raise £3.5 million (before
expenses), LoopUp Group plc (AIM: LOOP), the cloud platform for premium hybrid
communications, announces that the Broker Offer undertaken through Turner Pope
Investments (TPI) Limited ("TPI") has now closed. TPI received, and the
Company has accepted, applications for 520,000 Broker Offer Shares
(representing an additional £26,000raised before expenses).
The Broker Offer was undertaken to provide shareholders and other investors
who did not initially participate in the Placing the opportunity to invest in
the Company, following the closing of the accelerated bookbuild.
Application will be made to the London Stock Exchange for admission of the
Broker Offer Shares to trading on AIM with admission expected to take place at
8.00 a.m. on 18 October 2022, subject to the passing of the Resolutions at the
General Meeting to be held on 17 October 2022.
The Broker Offer Shares will, when issued, be credited as fully paid and rank
pari passu with the existing Ordinary Shares.
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Company's announcement of 28
September 2022.
The person responsible for arranging the release of this announcement on
behalf of the Company is Steve Flavell, Co-Chief Executive of the Company.
Enquiries:
For further information, please contact:
LoopUp Group plc via FTI
Steve Flavell, co-CEO
Panmure Gordon (UK) Limited (Nominated Adviser & Joint Broker) +44 (0) 20 7886 2500
Dominic Morley / Alina Vaskina (Corporate Finance)
Erik Anderson (Corporate Broking)
Cenkos Securities Limited (Joint Broker) +44 (0) 20 7397 8900
Giles Balleny / Dan Hodkinson (Corporate Finance)
Dale Bellis / Alex Pollen (Sales)
Turner Pope Investments (Joint Broker to the transaction) +44 (0) 20 3657 0050
James Pope / Andy Thacker
FTI Consulting, LLP (Public Relations Adviser) +44 (0) 20 3727 1000
Matt Dixon / Jamille Smith / Tom Blundell
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
IMPORTANT NOTICES
THE PLACING SHARES AND THE BROKER OFFER SHARE HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE
PLACING SHARES AND BROKER OFFER SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE
OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN
ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES OR
BROKER OFFER SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
The Placing Shares and Broker Offer Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor have any of
the foregoing authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this announcement. Any representation to the
contrary is a criminal offence in the United States. The relevant clearances
have not been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance; the relevant clearances have not been, and will
not be, obtained from the South Africa Reserve Bank or any other applicable
body in the Republic of South Africa in relation to the Placing Shares and the
Placing Shares have not been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or territory of
Australia, Canada, the Republic of South Africa or Japan. Accordingly, the
Placing Shares may not (unless an exemption under the relevant securities laws
is applicable) be offered, sold, resold or delivered, directly or indirectly,
in or into Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction outside the United Kingdom.
Each of the Joint Bookrunners is authorised and regulated by the Financial
Conduct Authority in the United Kingdom and is acting exclusively for the
Company and no one else in connection with the Bookbuilding Process and the
Placing, and neither of the Joint Bookrunners will be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Bookbuilding Process or the Placing or any other matters referred to in this
Announcement.
TPI is authorised and regulated by the Financial Conduct Authority in the
United Kingdom and is acting exclusively for the Company and no one else in
connection with the Broker Option, and TPI will not be responsible to anyone
(including any participants in the Broker Offer) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Broker Offer or any other matters referred to in this
Announcement.
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