REG - PCI-PAL PLC - Result of Oversubscribed Placing & TVR

PCI- PALAnnouncement

12/03/2024 13:00

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RNS Number : 5530G  PCI-PAL PLC  12 March 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF
MAR.

 

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

 

12 March 2024

 

 

PCI-PAL PLC

("PCI Pal", the "Company" or the "Group")

 

Result of Oversubscribed Placing, Related Parties & Total Voting Rights

 

PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure payment
solutions, is pleased to announce that further to the announcement made
earlier today regarding the proposed Placing, the Company has raised total
gross proceeds of approximately £3.5 million through the issue of 6,250,000
Placing Shares, at a fixed price of 56 pence per Placing Share. The Placing
Shares represent approximately 9.5 per cent. of the Company's current issued
share capital (excluding shares held in treasury).

 

James Barham, Chief Executive Officer, commented:

 

"I am delighted by the support shown by investors in this significantly
oversubscribed placing. The Company continues to deliver market leading
organic revenue growth and our cloud native partner-first strategy has been
proven to deliver excellent growth opportunities for the Group.

 

Given the strong progress the Company has made over the last five years,
whilst also achieving a key milestone of adjusted EBITDA profitability at our
recent interims, with this raise we have strengthened our balance sheet whilst
also providing a level of additional funds to invest in the business.  We
will continue to drive the Company forward from its profitable base.

 

We are now in an excellent position to further capitalise on the exciting
opportunity that our US business is providing; to drive greater adoption of
both our core products and new product enhancements; and to support our
expanded efforts across the EMEA region."

 

Related Parties

 

Canaccord Genuity Group ("Canaccord Genuity") and Gresham House Asset
Management ("Gresham House"), have agreed to subscribe for 1,070,756 and
777,240 Placing Shares respectively, in the Placing. Each of Canaccord Genuity
and Gresham House is deemed to be a related party company for the purposes of
the AIM Rules by virtue of their status as substantial shareholders, each
holding 10% or more of the Company's existing Ordinary Shares.

The Board considers, having consulted with the Company's nominated adviser,
Cavendish, that the terms upon which Canaccord Genuity and Gresham House are
participating in the Placing are fair and reasonable insofar as the Company's
shareholders are concerned.

Total Voting Rights

 

Application has been made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM and it is expected that Admission will be
effective and dealings will commence in respect of the Placing Shares at 8.00
a.m. on or around 18 March 2024.

 

Following Admission, the Company's issued share capital will consist of
71,949,818 Ordinary Shares. The Company holds 167,229 Ordinary Shares in
Treasury. Therefore, on Admission, the total number of voting rights will be
71,782,589. This figure may be used by shareholders as the denominator for the
calculation by which they may determine if they are required to notify their
interest in, or change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.

 

Unless otherwise defined herein or the context requires, capitalised terms
used in this announcement (this "Announcement") shall have the same meanings
given to them in the Company's announcement released earlier today under RNS
number 4257G.

 

 

For further information, please contact:

 

 PCI-PAL PLC                                                       Via Walbrook PR
 James Barham - Chief Executive Officer

 William Good - Chief Financial Officer

 Cavendish Capital Markets Limited (Nominated Adviser and Broker)  +44 (0) 20 7227 0500
 Marc Milmo/Simon Hicks/Fergus Sullivan (Corporate Finance)

 Sunila de Silva (Corporate Broking)

 Walbrook PR                                                       +44 (0) 20 7933 8780
 Tom Cooper/Paul Vann                                              +44 (0) 797 122 1972
                                                                   tom.cooper@walbrookpr.com (mailto:tom.cooper@walbrookpr.com)

 

About PCI Pal:

 

PCI Pal is a leading provider of Software-as-a-Service solutions that empower
companies to take payments from their customers securely, adhere to strict
industry governance, and remove their business from the significant risks
posed by non-compliance and data loss.  Our products secure payments and data
in any business communications environment including voice, chat, social,
email, and contact centre.  We are integrated to, and resold by, some of the
worlds' leading business communications vendors, as well as major payment
service providers.

 

The entirety of our product-base is available from our global cloud platform
hosted in Amazon Web Services, with regional instances across EMEA, North
America, and ANZ.  PCI Pal products can be used by any size organisation
globally, and we are proud to work with some of the largest and most respected
brands in the world.

 

For more information visit www.pcipal.com (http://www.pcipal.com) or follow
the team on Linkedin: https://www.linkedin.com/company/pci-pal/
(https://www.linkedin.com/company/pci-pal/)

 

 

IMPORTANT NOTICES AND DISCLAIMER

 

This Announcement has been issued by and is the sole responsibility of the
Company. The person responsible or arranging for the release of this
Announcement on behalf of the Company is William Good, Chief Financial
Officer.

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 U.S.
Securities Act of 1933, as amended, 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. 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 Regulation (as defined below)) to be published.

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 investment and who are: (a) if
in a member state of the European Economic Area, "qualified investors" as
defined in Article 2(e) of Regulation (EU) 2017/1129(the "EU Prospectus
Regulation") ("EU Qualified Investors");  (b) if in the United Kingdom,
"qualified investors" as defined in Article 2(e)of the EU Prospectus
Regulation which forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 who (i) fall within article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"), or (ii) fall within  article 49(2)(a) to (d) of the Order; and
(c) otherwise, to persons to whom it may otherwise be lawful to communicate it
(all such persons together being referenced to as "relevant persons"). Any
investment in connection with the Placing will only be available to, and will
only be engaged with, relevant persons. Any person who is not a relevant
person should not act or rely on this Announcement or any of its contents.

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000 (as
amended) (the "FSMA") by, a person authorised under FSMA. This Announcement is
being distributed and communicated to persons in the UK only in circumstances
in which section 21(1) of FSMA does not apply.

Cavendish Capital Markets Limited, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting as Nominated
Adviser, broker and sole bookrunner to the Company in connection with the
Placing and no one else and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Cavendish nor for
providing advice in relation to the Placing and/or any other matter referred
to in this Announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on Cavendish by the FSMA or by the regulatory regime
established under it, and except in the event of their committing fraud,
neither Cavendish nor any of its respective affiliates accepts any
responsibility whatsoever for the accuracy, completeness or sufficiency of the
information contained in this Announcement or for any other statement made or
purported to be made by or on behalf of Cavendish or any of its respective
affiliates in connection with the Company, the Ordinary Shares or the Placing.
Cavendish and each of its respective affiliates accordingly disclaim all and
any liability, whether arising in tort, contract or otherwise (save as
referred to above) in respect of any statements or other information contained
in this Announcement.

The distribution of this Announcement and the offering of the Ordinary Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or Cavendish that would permit an offering of such shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required by the Company and Cavendish to inform themselves about,
and to observe, such restrictions. 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 contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events. These statements, which sometimes use words such as
"aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and
words of similar meaning or the negative thereof, reflect the directors'
beliefs and expectations and involve a number of risks, uncertainties and
assumptions that could cause actual results and performance to differ
materially from any expected future results or performance expressed or
implied by the forward-looking statement. Statements contained in this
Announcement regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future. The
information contained in this Announcement is subject to change without notice
and, except as required by applicable law or regulation, neither the Company
nor Cavendish nor their respective affiliates assume any responsibility or
obligation to update publicly or review any of the forward-looking statements
contained herein. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.

No statement in this Announcement is or is intended to be a profit forecast or
profit estimate or to imply that the earnings of the Company for the current
or future financial years will necessarily match or exceed the historical or
published earnings of the Company. The price and value of shares and the
income from them may go down as well as up and investors may not get back the
full amount invested on disposal of the shares. Past performance is not a
guide to future performance.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.

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

This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. Any investment decision to buy
Ordinary Shares in the Placing must be made solely on the basis of publicly
available information, which has not been independently verified by Cavendish.
Each investor or prospective investor should conduct his, her or its own
investigation, analysis and evaluation of the business and data described in
this Announcement. The contents of this Announcement are not to be construed
as legal, business, financial or tax advice. Each investor or prospective
investor should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or tax advice.

Information to Distributors

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any 'manufacturer' (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each
defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all permitted distribution channels
(the " UK Target Market Assessment"). Notwithstanding the UK Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the new Ordinary Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The UK Target Market
Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, the Bookrunner will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.

 

 

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