REG - Toople PLC - Conditional Placing and Notice of GM

ToopleAnnouncement

02/12/2021 07:00

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RNS Number : 3015U  Toople PLC  02 December 2021

For immediate release: 07.00, 2(nd)  December 2021

 

Toople PLC

("Toople" or the "Company" or the "Group")

 

Conditional Placing of New Ordinary Shares

and Notice of General Meeting

 

Toople PLC (LSE: TOOP), a provider of bespoke telecom services to UK SMEs, is
pleased to announce that it has conditionally placed 838,812,272 new ordinary
shares in the Company (the "Placing Shares") with institutional and other
investors at 0.045p per share (the "Placing Price") to raise £0.38m (before
expenses) (the "Placing").

 

The Placing was supported by many of the Company's existing shareholders
including its two largest shareholders as well as key members of the Board.
The Placing was oversubscribed and will utilise all of the existing share
issue capability of the Company.  The net proceeds of the Placing will used
be to provide further working capital to support the Company's growth and
enhance the Company's service offerings.

 

As the Placing Price is below the current nominal value of the Company's
ordinary shares, the Company is convening a General Meeting ("GM") to obtain
shareholder approval for a proposed capital reorganisation
("Reorganisation").   Under the Reorganisation each existing ordinary share
of 0.0667 pence will be subdivided into one new ordinary share of 0.01 pence
("New Ordinary Share") and one deferred share of 0.0567 pence per share.

 

The GM will be held at Direct Market Services Limited - Unit 2, Woodside,
Birchanger, Bishops Stortford, Hertfordshire, CM23 5RG on 20(th)  December
2021 at 11:.00 a.m.

 

The notice for the GM will today be posted to shareholders and will be
available on the Company's website www.toopleplc.co.uk.

 

The GM will be held as a combined physical and electronic meeting, but in
light of the continuing unpredictability of the COVID-19 pandemic, related
public health guidance and international travel requirements shareholders are
strongly encouraged not to attend in person.  Where shareholders wish to
attend the meeting in person and they can do so safely and in accordance with
the prevailing Government guidance, they are asked to pre-register their
attendance. Further details are set out in the Notice of GM.

 

The Board encourages shareholders to vote on the resolutions to be proposed at
the Meeting by proxy in advance of the deadline which is set out in the Notice
of Meeting. Further information regarding voting by proxy is set out in the
Notice of Meeting.

 

The Board will continue to monitor closely the impact of the pandemic,
including any changes in public health guidance. It may be necessary for the
Company to make changes to the format or location of the meeting, or to
further limit attendance at the physical meeting. Any changes will be
communicated to shareholders before the meeting through the Company's website
and, where appropriate, by announcement through a regulatory information
service.

 

Application will be made for the Placing Shares to be admitted to trading
which is expected to be on or around 21(st) December 2021.

 

The Placing Shares will rank pari passu with the New Ordinary Shares of the
Company. Following Placing and Reorganisation, the Company's issued share
capital will comprise of 5,070,373,633 New Ordinary Shares. This figure of
5,070,373,633 New Ordinary Shares may be used by shareholders in the Company
as the denominator for the calculations by which they will determine if they
are required to notify their interest in, or a change in their interest in,
the share capital of the Company under the FCA's Disclosure and Transparency
Rules.

 

This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).

-Ends-

For further information:

 

 Toople PLC                                   Tel: 0800 0499 499

 Andy Hollingworth, Chief Executive Officer

 Paul White, Chief Financial Officer
 Novum Securities Limited                     Tel: 020 7399 9400

 David Coffman

 Colin Rowbury
 Belvedere Communications                     Tel: 020 3687 2754

 John West / Llew Angus

About Toople PLC (http://www.toople.com)

Toople PLC is incorporated in the UK and listed on the main market of the
London Stock Exchange.   The business currently trades under four main
brands: toople.com (http://toople.com) ; dmsluk.co.uk (http://dmsluk.co.uk) ;
broadbandandphones.co.uk (https://broadbandandphones.co.uk/) ;
checkthatcompany.co.uk (http://www.checkthatcompany.co.uk/) .

Toople.com (http://www.toople.com/)  provides bespoke telecoms services for
its fast growing target market of UK SMEs with between one and 500
employees.  Services offered by the Group include business broadband, fibre,
EFM and Ethernet data services, business mobile phones, cloud PBX and SIP
Trunking and Traditional Services (calls and lines) all of which are delivered
and managed via the Group's proprietary software platform.  The Group's
wholly owned subsidiary  DMS Holding (DMSL) (http://www.dmsluk.co.uk/)
provides unified communication services in the UK ranging from a single phone
line to a multi-site unified comms VoIP platform, delivered via a network of
telecoms and IT carriers and content providers across the UK including BT
Business, BT Global Services, Gamma, EE, Vonage, TalkTalk Business and O2.
DMSL acts as a BT Premier re-seller for broadband connectivity, mobile and
fixed voice and cloud services and is responsible for over 250,000 BT
customers and over 400,000 Revenue Generating Units.

The Company also owns a telecoms price comparison website and a service
offering company credit reference checking and reports.  These complement the
Group's IT and telecoms services.

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