REG - LoopUp Group PLC - Results of Capital Raising

LoopupAnnouncement

30/09/2021 07:00

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RNS Number : 4677N  LoopUp Group PLC  30 September 2021

 

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE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. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

 

30 September 2021

LoopUp Group PLC

 

Results of Capital Raising

 

LoopUp Group PLC (AIM: LOOP.L) ("LoopUp" or the "Company"), a software
provider for remote meetings, announces the successful Placing and Retail
Offer for New Ordinary Shares to raise a total of approximately £8.85 million
(before expenses) announced yesterday ("Placing Announcement").

 

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

 

A total of 30,230,752 Placing Shares were placed by Cenkos and Panmure Gordon
at the Issue Price of 25 pence per share. Concurrently with the Placing,
investors sourced by PrimaryBid subscribed for an aggregate of 5,169,248
Retail Offer Shares all at the Issue Price. A total of 35,400,000 New Ordinary
Shares will therefore be issued under the Capital Raising.

 

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 19,900,752 Placing
Shares under the Placing. Following completion of the Capital Raising, Andrew
Scott and connected parties will have an aggregate interest in 26,555,754
Ordinary Shares, representing 27.6 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 the Andrew Scott's participation in the
Placing are fair and reasonable insofar as its shareholders are concerned.

 

The Capital Raising will raise proceeds of £8.85 million (before expenses).
The Issue Price of 25 pence represents a discount of 31.5 per cent. to the
closing price of 36.5 pence per Ordinary Share on 28 September 2021.

Application has been made to the London Stock Exchange for the admission of
the New Ordinary Shares to be admitted to trading on AIM. Admission is
expected to take place at 8.00 a.m. on 19 October 2021. The Placing is
conditional, inter alia, upon:

 (i)             Admission becoming effective by not later than 8.00 a.m. on 19 October 2021 or
                 such later date as Cenkos, Panmure Gordon and the Company may agree being no
                 later than 8.30 a.m. on 21 October 2021;
 (ii)            the Placing Agreement having become unconditional in all respects and not
                 having been terminated in accordance with its terms; and
 (iii)           the passing of Resolution 1 at the General Meeting.

The New Ordinary Shares will, when issued, be credited as fully paid and rank
pari passu with the existing Ordinary Shares, including, without limitation,
the right to receive all future dividends and distributions declared, made or
paid after the date of issue of the New Ordinary Shares.

Total voting rights

 

Following Admission, the Company will have a total of 96,215,232 Ordinary
Shares in issue.  With effect from Admission, this figure may be used by
shareholders 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 Company, under the Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority.

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Steve Flavell, Co-Chief Executive and Founder of the
Company.

 

Enquiries:

 

 LoopUp Group plc                                    via FTI
 Steve Flavell, co-CEO

 Panmure Gordon (UK) Limited                         +44 (0) 20 7886 2500
 Dominic Morley / Alina Vaskina (Corporate Finance)
 Erik Anderson (Corporate Broking)

 Cenkos Securities Limited
 Giles Balleny / Dan Hodkinson (Corporate Finance)
 Alex Pollen (Sales)

 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").

Notes to Editors:

Founded in 2003, the Group is headquartered in London and has offices
internationally. The Group is a software-as-a-service provider of premium
remote business meetings. The Group's mission is to transition mainstream
business users away from the common frustration associated with dial-in
conference calls to a better, more productive remote meeting experience.

 

More than 5,000 organisations around the world use LoopUp's global voice
network - from major multinationals to fast-growing SMEs, public sector bodies
and professional services firms, including 20 of the top 100 global law firms.

 

For further information, please visit the LoopUp website at
https://LoopUp.com/en/ (https://loopup.com/en/) .

 

 

IMPORTANT NOTICES

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  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 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 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 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 issue of the
Placing Shares in certain jurisdictions may be restricted by law.  No action
has been taken by the Company, the Joint Bookrunners or any of their
respective affiliates, agents, directors, officers or employees that would
permit an offer of the Placing Shares or possession or distribution of this
announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is
required.  Persons into whose possession this announcement comes are required
by the Company and the Bookrunner 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 is being made in any such jurisdiction.

 

All offers of the Placing 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 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 Joint Bookrunner 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.

 

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 to be issued pursuant to the Placing 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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