REG - LoopUp Group PLC - Results of Capital Raising, Launch of Broker Offer

LoopupAnnouncement

29/09/2022 09:00

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RNS Number : 1460B  LoopUp Group PLC  29 September 2022

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE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. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

 

29 September 2022

LoopUp Group plc
("LoopUp", the "Group" or the "Company")

 

Results of Capital Raising and Launch of Broker Offer

 

LoopUp Group plc (AIM: LOOP), the cloud platform for premium hybrid
communications, today announces the successful Placing and Subscription for
New Ordinary Shares of 0.5 pence each announced yesterday ("Placing
Announcement") and launch of a Broker Offer on the terms set out below.

 

Terms defined in the Placing Announcement have the same meanings in this
announcement unless the context provides otherwise.

 

A total of 69,460,000 Placing Shares and Subscription Shares were placed by
Cenkos, Panmure Gordon and TPI or subscribed at the Issue Price of 5 pence per
share to raise £3.5m.

 

As part of the Placing, an entity connected with Andrew Scott, who is a
substantial shareholder of the Company and therefore a related party as
defined by the AIM Rules, has subscribed for a total of 25,000,000 Placing
Shares under the Placing. Following completion of the Capital Raising (which
does not include any shares under the Broker Offer), Andrew Scott and
connected parties will have an aggregate interest in 51,555,754 Ordinary
Shares, representing no more than 29.4 per cent. of the enlarged share capital
of the Company. The Directors consider, having consulted with the Company's
nominated adviser, that the terms of Andrew Scott's participation in the
Placing are fair and reasonable insofar as the Company's shareholders are
concerned.

 

In addition, 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, TPI will conduct a Broker Offer
allowing additional subscriptions for up to 20,000,000 Ordinary Shares through
TPI at the Issue Price with a value of up to £1.0 million (which may be
increased by agreement between the Company and TPI in the case of sufficient
demand), with priority being given to existing shareholders of the Company.

The Broker Offer is open until 4.30 p.m. on 30 September 2022, at which point
a further announcement will be made. Detail of how to participate in the
Broker Offer are set out below.

Application has been made to the London Stock Exchange for admission of
10,352,848 new Ordinary Shares (the "First Tranche Shares") to trading on AIM.
First Admission is expected to take place at 8.00 a.m. on 3 October 2022.
Application will be made to the London Stock Exchange for admission of the
remaining balance of Placing Shares, Subscription Shares and any Broker Offer
Shares (the "Second Tranche Shares") to trading on AIM. Second Admission is
expected to take place at 8.00 a.m. on 18 October 2022

The New Ordinary Shares will, when issued, be credited as fully paid and rank
pari passu with the existing Ordinary Shares.

Launch of Broker Offer

The Company is undertaking a Broker Offer through TPI under the Placing
Agreement in order to deal with additional demand from investors who may have
not been able to participate in the Placing.  To participate in the Broker
Offer, investors should communicate their interest to TPI via their
independent financial adviser, stockbroker or other firm authorised by the
Financial Conduct Authority (all of whom will be required to confirm to TPI
whether their client is a new or existing shareholder), as TPI cannot take
direct orders from individual private investors.  In the event that the
Broker Offer is oversubscribed, preference will be given to existing
shareholders.

TPI should be contacted by telephone on (020) 3657 0050 or by email at
info@turnerpope.com.

 

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                                                 +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

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING OR DIRECTLY
IN THE BROKER OFFER.  THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN THE UNITED KINGDOM OR A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED
(THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a)
TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE
ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN LOOPUP GROUP PLC.

 

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.

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

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
SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS
BEING MADE IN THE UNITED STATES.

 

The distribution of this announcement and/or the Placing and/or Broker Offer
and/or issue of the Placing Shares or Broker Offer Shares in certain
jurisdictions may be restricted by law.  No action has been taken by the
Company, the Joint Bookrunners, TPI or any of their respective affiliates,
agents, directors, officers or employees that would permit an offer of the
Placing Shares or Broker Offer Shares or possession or distribution of this
announcement or any other offering or publicity material relating to such
Placing Shares or Broker Offer Shares in any jurisdiction where action for
that purpose is required.  Persons into whose possession this announcement
comes are required by the Company, the Joint Bookrunners and TPI to inform
themselves about and to observe any such restrictions.

 

This announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or the "US")),
Australia, Canada, the Republic of South Africa or Japan or any other
jurisdiction in which the same would be unlawful.  No public offering of the
Placing Shares or Broker Offer Shares is being made in any such jurisdiction.

 

All offers of the Placing Shares or Broker Offer Shares in the United Kingdom
and the EEA will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to produce a prospectus.  In the United
Kingdom, this announcement is being directed solely at persons in
circumstances in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) does not apply.

 

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.

 

Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
announcement should seek appropriate advice before taking any action.

 

This announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results.  Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning.  By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions, market-related risks
such as fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect of tax and
other legislation and other regulations in the jurisdictions in which the
Company and its affiliates operate, the effect of volatility in the equity,
capital and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel.  As a result, the
actual future financial condition, performance and results of the Company may
differ materially from the plans, goals and expectations set forth in any
forward-looking statements.  Any forward-looking statements made in this
announcement by or on behalf of the Company speak only as of the date they are
made.  Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.

 

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.

 

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 the Bookrunner 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.

 

No statement in this announcement is intended to be a profit forecast or
estimate, and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

 

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares.  Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

 

The Placing Shares and Broker Offer Shares to be issued pursuant to the
Placing and Broker Offer will not be admitted to trading on any stock exchange
other than the London Stock Exchange.

 

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

 

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