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Feedback PLC - Placing, Open Offer and Notice of GM

RNS Number : 8886P
Feedback PLC
15 June 2020
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

 

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THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN DUE COURSE.

 

 

Feedback plc

Placing to raise £5.05 million, Open Offer to raise up to £0.54 million and Notice of General Meeting

London, 15 June 2020: Feedback plc (AIM: FDBK, "Feedback" or the "Company"), the specialist medical imaging technology company, announces that, it has conditionally raised £5.05 million, through the issue of 505,000,000 new ordinary shares of 0.25 pence each in the Company (the "Placing Shares") at a price of 1 penny per share ("Issue Price"), the ("Placing"). 

In addition to the Placing, the Company intends to provide all qualifying shareholders with the opportunity to subscribe for an aggregate of up to 53,994,991 new ordinary shares (the "Open Offer Shares") at the Issue Price, to raise up to approximately £0.54 million (before expenses), on the basis of 1 New Ordinary Share for every 10 Existing Ordinary Shares held on the Record Date (the "Open Offer" together with the Placing, the "Fundraising"). Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility, as detailed below. The Fundraising is conditional on shareholder approval at a general meeting of the Company (the "General Meeting"), further details of which are set out below.

Fundraising highlights

-     The Company today confirms it has conditionally raised £5.05 million (before expenses) through a conditional placing of 505,000,000 New Ordinary Shares at a price of 1 penny per share. An additional 53,994,991 New Ordinary Shares have been made available for subscription by qualifying shareholders, to raise a maximum of approximately £540,000, also at 1 penny per share.

 

-     An Open Offer to Qualifying Shareholders on the basis of 1 New Ordinary Share for every 10 Existing Ordinary Shares held on the Record Date.

 

-     Proceeds of the Placing and the Open Offer will be used to develop the Company's flagship product, Bleepa®, an innovative app based on Feedback's Cadran technology, which allows medical staff to securely view and discuss high quality medical grade images on mobile devices. Funds will be applied to:

 

Direct sales - engaging and converting NHS trusts to paying customers of Bleepa®

Indirect sales - develop growth opportunities and 'go to market' strategies with key strategic partners

Product development - extend and develop the functionality of Bleepa®, including for non-healthcare applications

Territory expansion - to explore opportunities for international expansion, via direct and indirect sales

 

-     The Issue Price represents a discount of approximately 9.1 per cent. to the closing mid-market share price of an Existing Ordinary Share on 12 June 2020, the Business Day prior to this announcement.

 

-     The Fundraising is subject to shareholder approval at the General Meeting on 1 July 2020. If approved, the Placing Shares and Open Offer Shares are expected to be admitted to trading on AIM on 3 July 2020.

 

-     Stanford Capital Partners Limited acted as sole Bookrunner in respect of the Placing. Neither the Placing nor the Open Offer has been underwritten.

 

-     The Directors believe that the Placing Shares and the Open Offer Shares will rank as 'eligible shares' for the purposes of EIS and will be capable of being a 'qualifying holding' for the purposes of investment by VCTs.

 

 

Tom Oakley, Chief Executive Officer of Feedback, commented:

"At this key moment for our company we are delighted to have generated the support of some of London's leading institutional investors for our vision of Bleepa®. Feedback is now a very different company to the one I joined just over a year ago; we now have a singular focus to deliver an exciting clinical product which leverages the best of our longstanding imaging heritage, repurposed to meet the future challenges of the clinical frontline.

We have taken Bleepa® from concept to fully certified medical device in less than a year and gained traction with two NHS sites. This is a remarkable achievement, but it is only the beginning. Having established Bleepa® we now have ambitious plans to scale Bleepa® and get it out to clinicians across the UK and internationally. This funding will enable us to take Bleepa® forward at the pace required and we are excited to get started.

This funding marks a new start for Feedback, as we pivot away from our heritage product lines towards Bleepa®, and at this time the Company wants to ensure that we reach out to our many loyal, longstanding shareholders, who have supported the Company throughout our journey so far. It is our desire to ensure that all shareholders have the opportunity to participate in this fundraise and buy in afresh to the Company's new vision. The Board has sought to  recognise the extraordinary support and longstanding commitment of our shareholders through provision of an open offer.

Although this is a large raise relative to our current market capitalisation, the Board has worked closely with its broker, Stanford Capital, to minimise dilution for shareholders. A fundraise of this level is both essential to allow us to grow at the pace required but is also a validation and endorsement of the vision and opportunity before us. With the support of the City and our shareholders we look forward to taking the Company forward into a new phase of opportunity." 

Notice of General Meeting and Shareholder Circular

The Placing and the Open Offer are conditional, inter alia, on the approval by shareholders of resolutions to be proposed at the General Meeting to provide authority to the Directors to allot the New Ordinary Shares otherwise than on a pre-emptive basis. 

The General Meeting will be held at the offices of Trowers & Hamlins LLP, 3 Bunhill Row London, EC1Y 8YZ at 10.00 a.m. on 1 July 2020. The Circular containing the Notice of General Meeting will be posted to shareholders later today and will be made available shortly on the Company's website at https://fbkmed.com/feedback-plc.

In light of the COVID-19 pandemic Shareholders are urged to exercise their votes by submitting their Form of Proxy and appointing the Chairman of the General Meeting as their proxy. Shareholders and their proxies will not be allowed to attend the meeting in person, as to do so would be inconsistent with current government guidelines relating to COVID-19 (as published as at the date of this circular), in particular the advice for people to avoid public gatherings, all non-essential travel and social contact. Any Shareholder seeking to attend the General Meeting in person will be refused entry. The Company is actively following developments and will issue further information through a Regulatory Information Service and/or on its website (www.fbkmed.com/feedback-plc) if it becomes necessary or appropriate to make any alternative arrangements for the General Meeting. The General Meeting will be purely functional in format to comply with the relevant legal requirements.

 

The above should be read in conjunction with the full text of this announcement and the Circular, extracts from which are set out below.  All capitalised terms used throughout this announcement shall have the meanings given to such terms in the Definitions section of this announcement and as defined in the Circular.

Enquiries:

 

Feedback plc

Tom Oakley, CEO

Lindsay Melvin, CFO

+44 (0)20 8126 6798

[email protected]



Allenby Capital Limited (Nominated Adviser)

David Worlidge / Asha Chotai

+44 (0)20 3328 5656



Stanford Capital Partners Limited (Joint Broker)

Patrick Claridge / John Howes / Bob Pountney

 

+44 20 3815 8880

Peterhouse Capital Limited (Joint Broker)

Lucy Williams / Duncan Vasey

+44 (0)20 7469 0936



Instinctif Partners

Melanie Toyne-Sewell / Phillip Marriage

+44 (0)20 7457 2020

+44 7890 022 814

[email protected]

 

Notes to editors

 

About Bleepa®

 

Bleepa® provides instant and remote access to clinical grade medical images through a zero footprint application.  The majority of patient cases require medical imaging which can be seamlessly shared to the entire clinical team through Bleepa®.  Cases can be discussed through its secure instant messaging and image annotation, allowing comments and treatment decisions to be communicated instantly between team members.  Bleepa® can be accessed from any internet connected device including phones, tablets, laptops and desktops; clinicians can use their own devices and therefore no additional hardware is required.

 

About Feedback plcwww.fbk.com

 

Feedback plc (AIM: FDBK) is a specialist medical imaging technology company providing innovative software and systems, through its wholly-owned trading subsidiary, Feedback Medical Limited.  Its products advance the work of radiologists, clinicians and medical researchers by improving workflows and giving unique insights into diseases, particularly cancer.

 

Feedback has launched Bleepa®, a new secure, encrypted medical communication app for clinicians accessible through smartphones, tablets and desktops that facilitates rapid clinical messaging and review of medical grade imaging for all members of a clinical team, directly from a hospital Picture Archiving and Communications System (PACS).  For more information on Bleepa ®, see  www.bleepa.com .

 

IMPORTANT NOTICES

The total consideration under the Open Offer to Qualifying Shareholders will be less than €8 million (or an equivalent amount) in aggregate and it is therefore an exempt offer to the public for the purposes of section 86(1)(e) of FSMA and the Placing Shares will only be available to qualified investors for the purposes of the Prospectus Regulation or otherwise in circumstances not resulting in an offer of transferable securities to the public under section 102B of FSMA. Neither the Placing nor the Open Offer constitutes an offer to the public requiring an approved prospectus under section 85(1) of FSMA and accordingly this document does not constitute a prospectus for the purposes of the Prospectus Rules made by the Financial Conduct Authority of the United Kingdom (''FCA'') pursuant to sections 73A(1) and (4) of FSMA and has not been pre-approved by the FCA pursuant to sections 85 and 87 of FSMA, the London Stock Exchange, any securities commission or any other authority or regulatory body. In addition, this document does not constitute an admission document drawn up in accordance with the AIM Rules for Companies. This document has not been approved for issue by any person for the purposes of section 21 of FSMA.

 

Allenby Capital Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser to the Company for the purposes of the AIM Rules for Companies in connection with the Fundraising and, as such, its responsibilities are owed solely to the London Stock Exchange and are not owed to the Company and the Directors or to any other person or entity. Allenby Capital Limited will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital Limited or for providing advice to any other person in connection with the Fundraising or any acquisition of shares in the Company. Allenby Capital Limited is not making any representation or warranty, express or implied, as to the contents of this document. Allenby Capital Limited has not authorised the contents of, or any part of, this document, and no liability whatsoever is accepted by Allenby Capital Limited for the accuracy of any information or opinions contained in this document or for the omission of any material information.

 

Stanford Capital Partners Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting as broker to the Company in connection with the Placing. Stanford Capital Partners Limited will not be responsible to any person other than the Company for providing the protections afforded to clients of Stanford Capital Partners Limited or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Stanford Capital Partners Limited is not making any representation or warranty, express or implied, as to the contents of this document. Stanford Capital Partners Limited has not authorised the contents of, or any part of, this document, and no liability whatsoever is accepted by Stanford Capital Partners Limited for the accuracy of any information or opinions contained in this document or for the omission of any material information.

 

This announcement does not constitute or form part of any offer or invitation to buy, subscribe for, or sell Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. In particular, the New Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended (the "Securities Act") or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, Japan, New Zealand or the Republic of South Africa, and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, Japan, New Zealand or the Republic of South Africa. The distribution or transmission of this announcement in jurisdictions other than the UK may be restricted by law and, therefore, persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement may not be distributed, directly or indirectly, in or into the United States, Canada, Australia, Japan, New Zealand or the Republic of South Africa. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this announcement to a jurisdiction outside the UK should seek appropriate advice before taking any action.

 

No person has been authorised to give any information or make any representation in relation to the Proposals and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company, the Directors, Allenby Capital Limited or Stanford Capital Partners Limited.

 

This announcement includes "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies.

 

Extracts from the Circular

(References to pages or paragraphs below refer to the relevant pages or paragraphs of the Circular. References to 'this document' refer to the Circular.)

1.     INTRODUCTION

 

The Company has today announced that it has conditionally raised a total of up to approximately £5.59 million (before expenses), comprising a Placing to raise £5.05 million and an Open Offer to raise up to an additional £0.54 million. The Open Offer provides Qualifying Shareholders with an opportunity to participate in the proposed issue of New Ordinary Shares on the same terms as the Placees.

 

The issue price of 1 penny per New Ordinary Share represents an approximate 9.1 per cent. discount to the closing middle market price of 1.1 pence per Existing Ordinary Share on 12 June 2020, the last Business Day before the announcement of the Proposals.

 

The Fundraising is conditional, inter alia, on the passing of the Resolutions by the Shareholders at the General Meeting, which has been convened for 10.00 a.m. on 1 July 2020. If the Resolutions are passed, the New Ordinary Shares are expected to be allotted immediately after the General Meeting, conditional on Admission, which is expected to occur at 8.00 a.m. on 3 July 2020. Should Shareholder approval not be obtained at the General Meeting, neither the Placing nor the Open Offer will proceed. Neither the Placing nor the Open Offer has been underwritten.

 

The purpose of this document is to explain the background to the Fundraising, to set out the reasons why the Board believes that the Proposals are in the best interests of the Company and its Shareholders and to seek Shareholder approval of the Resolutions at the forthcoming General Meeting, which will be held at the offices of Trowers & Hamlins LLP, 3 Bunhill Row London, EC1Y 8YZ at 10.00 a.m. on 1 July 2020.

 

2.     BACKGROUND TO AND REASONS FOR THE FUNDRAISING

 

Background

 

In September 2019, the Company launched its flagship product, Bleepa® at the NHS Expo in Manchester. Bleepa® is an innovative app based on Feedback's Cadran technology, which allows medical staff to securely view and discuss high quality medical grade images on mobile devices. The app displays images directly from the hospital's Picture Archive Communication System (PACS). Bleepa® is able to display images including X-rays, CTs, MRIs and ultrasound studies allowing users to easily scroll through image slices and annotate areas of interest, as well as enabling discussion on the go.

Importantly, Bleepa® has been manufactured using a QMS (quality management system) compliant with ISO 13485 and bears a CE mark as a certified Class 1 Medical Device, which sets Bleepa® apart from other medical imaging products currently available in the UK. In addition, Bleepa® is a zero footprint application meaning that no patient data is stored locally on the device being used to access the app; Bleepa® complies with the NHS Data Security and Protection Toolkit and the Cyber Essentials accreditation used by the NHS.

 

In December 2019, the Company initiated a Bleepa® pilot study with the Pennine Acute Hospitals NHS Trust, whereby a team of healthcare professionals used the product, whilst handling respiratory requests for specialist review of inpatients from other clinical teams. The Company announced on 18 February 2020, that early indications from a small cohort in the pilot study demonstrated that Bleepa® more than halved the average referral time and enabled 60 per cent. of cases to be dealt with entirely through Bleepa® without the need for the clinical team to take any action other than to discuss each case through Bleepa®. 

 

As announced on 26 March 2020, following the Covid-19 outbreak (the "Outbreak"), owing to the immense critical care demands facing the clinical frontline, Feedback and Pennine NHS Trust elected to pause the Bleepa® pilot, which was focusing on evaluating specific clinical workflow applications of Bleepa®, to evaluate options for a wider rollout to support the local COVID-19 response within the Trust. On 20 April 2020, the Company further announced that Bleepa® was to be rolled-out across the Pennine Acute Hospitals NHS Trust with immediate effect as a key patient management tool to assist its coronavirus response. New features were developed at pace within a two-week period by the Feedback team, and over 200 frontline clinicians within the Acute Medical Team were enrolled on Bleepa®. Importantly, during the Outbreak, Bleepa® has enabled case reviews by clinicians who are self-isolating, or by clinicians at other hospitals where multi-site communication is required.

 

On 21 May 2020, the Company announced a further NHS trust would be using Bleepa®, with Royal Papworth Hospital NHS Foundation Trust renewing its contract for clinical PACS (picture archiving and communication system) services. The contract, set for a term of 14 months, relates to Feedback's Cadran PACS which has provided core medical imaging services to the Trust since 2001. The contract includes the use of Bleepa® as an upgrade to Cadran Web Viewer and will see Bleepa® made available to all clinicians at the Trust.

 

On 1 June 2020, the Company announced that, in compliance with the Medical Device Directive ("MD Directive") and having met the stringent criteria associated with the manufacture of a medical device, it had affixed a CE Mark to Bleepa®. All clinical communication platforms that display digital images of patients for the purpose of diagnosis are classed as medical devices under the MD Directive guidelines and require a CE mark.

 

The Directors of Feedback believe that Bleepa® is the only communication platform to address the UK market that has met MD Directive certification requirements. As such, the Board considers that having a CE mark is a major step forward for the Bleepa® product since the use of a non-CE marked product may inappropriately put individual clinicians and Trusts at risk of civil claims for damages arising from misuse of that product.

 

Reasons for the Fundraising

 

The Board's vision is for Bleepa® to become the imaging solution of the clinical frontline. As Feedback was initially set up as an imaging company rather than a messaging company, the image display is CE marked and of clinical quality.

 

The Board believes, there are an estimated 10-15 million doctors, globally, who need to be able to communicate about patients' treatment. Healthcare systems are now beginning to consider the need for improved digital communication systems as the market begins to mature. As medical imaging is no longer the remit of radiologists alone, but a key diagnosis tool for most clinicians, there is an increasing need for frontline clinicians to review medical imaging as part of their work.

 

In addition to the NHS and healthcare systems, the Company believes Bleepa® can be deployed in parallel market segments such as inter-hospital image transfer/communication and community imaging providing the Company with far more revenue streams than other communication platforms which do not focus on imaging.

 

The Company has therefore conducted the Fundraising, conditional on shareholder approval at the General Meeting, amongst other things, to ensure it is funded to increase the use and rollout of Bleepa®, for use both within NHS and healthcare systems within other territories and to explore other potential uses of Bleepa®.

 

3.     USE OF PROCEEDS

 

In addition to providing general working capital, the total net proceeds of the Fundraising of up to approximately £5.28 million, will principally be used to fund growth in the following areas:

 

1.   Direct sales

The Company will seek to engage new NHS trusts and sites to convert to paying customers of Bleepa®. To assist with this, the Company will look to grow its UK sales team and increase the marketing spend associated with Bleepa®.

 

2.   Indirect sales

In conjunction with growing direct sales, the Company will also apply funds to develop growth opportunities and 'go to market' strategies with key strategic partners with a view to accelerating adoption of Bleepa® whilst reducing customer acquisition costs.

 

3.   Product development

The Company intends to extend and develop the functionality of Bleepa® which may include positioning the platform for Artificial Intelligence tool deployment, and Internet-of-Things integration. The Company will also consider the non-healthcare applications of Bleepa® including within the veterinary sector.

 

4.   Territory expansion

The Board will utilise funds raised to continue to explore opportunities for international expansion of the Bleepa® platform. To enable this international growth, investment will be made to support direct and indirect sales in identified territories and it is likely that Feedback's regulatory team will be expanded to meet the local regulatory requirements in new territories.

 

 

4.     DETAILS OF THE FUNDRAISING

 

The Company has conditionally raised a total of up to approximately £5.59 million (before expenses), comprising: i) a Placing to raise £5.05 million (before expenses) through a placing of 505,000,000 New Ordinary Shares at 1 penny per share with institutional and other investors; and ii) an Open Offer to raise up to an additional approximately £540,000 (before expenses) through an Open Offer of up to 53,994,991 New Ordinary Shares at 1 penny per share with Qualifying Shareholders.

 

The Fundraising has not been underwritten and is conditional, inter alia, upon:

 

a)   the passing of resolutions 1 and 3 of the Resolutions;

 

b)   the Placing Agreement becoming unconditional in all respects (other than Admission) and not having been terminated in accordance with its terms; and

 

c)   Admission occurring by not later than 8.00 a.m. 3 July 2020 (or such later time and/or date as the Company, Stanford and Allenby Capital may agree, not being later than 8.00 a.m. on 17 July 2020).

 

Accordingly, if any of the conditions are not satisfied or waived (where capable of waiver), the Fundraising will not proceed, the New Ordinary Shares will not be issued and all monies received by Stanford, the Receiving Agents or the Company (as the case may be) will be returned to the applicants (at the applicants' risk and without interest) as soon as possible thereafter.

 

The Directors believe that the New Ordinary Shares to be issued pursuant to the Placing and Open Offer will rank as 'eligible shares' for the purposes of EIS and will be capable of being a 'qualifying holding' for the purposes of investment by VCTs.

 

Details of the Placing

Under the terms of the Placing Agreement, Stanford has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing Agreement contains certain warranties and indemnities from the Company in favour of Stanford and Allenby Capital. Stanford or Allenby Capital may terminate the Placing Agreement in certain circumstances.

 

Details of the Open Offer

In recognition of their continued support to the Company, the Board believes that the Open Offer provides the Company's longstanding and supportive Shareholders with an opportunity to participate in the Fundraising.

 

The Company is providing all Qualifying Shareholders with the opportunity to subscribe, at the Issue Price, for an aggregate of 53,994,991 Open Offer Shares, raising gross proceeds of up to approximately £540,000.

 

Qualifying Shareholders may apply for Open Offer Shares under the Open Offer at the Issue Price on the following basis:

1 Open Offer Share for every 10 Existing Ordinary Shares

and so in proportion for any number of Existing Ordinary Shares held on the Record Date.

Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Ordinary Shares. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders but will be made available under the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement. Not all Shareholders will be Qualifying Shareholders. Shareholders who are located in, or are citizens of, or have a registered office in certain overseas jurisdictions will not qualify to participate in the Open Offer.

 

Valid applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements. Qualifying Shareholders can apply for less or more than their Open Offer Entitlements but the Company cannot guarantee that any application for Excess Shares under the Excess Application Facility will be satisfied as this will depend in part on the extent to which other Qualifying Shareholders apply for less than or more than their own Open Offer Entitlements. The Company may satisfy valid applications for Excess Shares in whole or in part but reserves the right at its sole discretion not to satisfy, or to scale back, applications made in excess of Open Offer Entitlements.

 

Application has been made for the Open Offer Entitlements and Excess CREST Open Offer Entitlements for Qualifying CREST Shareholders to be admitted to CREST. It is expected that the Open Offer Entitlements and the Excess CREST Open Offer Entitlements will be admitted to CREST on 16 June 2020. Applications through the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

 

The Open Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST applications and payment in respect of the Open Offer is 11.00 a.m. on 30 June 2020.

 

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore the Open Offer Shares which are not applied for by Qualifying Shareholders will not be sold in the market for the benefit of the Qualifying Shareholders who do not apply under the Open Offer. The Application Form is not a document of title and cannot be traded or otherwise transferred.

 

 

Rights of the New Ordinary Shares and application for Admission

 

The New Ordinary Shares will, when issued, be credited as fully paid up and will be issued subject to the Company's articles of association and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the New Ordinary Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

 

Application will be made to the London Stock Exchange for the Admission of the New Ordinary Shares to trading on AIM. It is expected that Admission of the New Ordinary Shares will occur on or around 8.00 a.m. (London time) on 3 July 2020 (or such later time and/or date as Stanford and Allenby Capital may agree with the Company, not being later than 8.00 a.m. on 17 July 2020).

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Record Date for entitlements under the Open Offer

 

6.00 p.m. on 11 June 2020

Announcement of the Fundraising

 

7.00 a.m. on 15 June 2020

Publication and posting of this document, the Form of Proxy and (to Qualifying Non-CREST Shareholders only) the Application Form

 

15 June 2020

Ex-entitlement Date for the Open Offer

 

8.00 a.m. on 15 June 2020

Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST

 

As soon as practical after 8.00 a.m. on 16 June 2020

Latest recommended time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST

 

4.30 p.m. on 24 June 2020

Latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST

 

3.00 p.m. on 25 June 2020

Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)

 

3.00 p.m. on 26 June 2020

Latest time and date for receipt of completed Forms of Proxy and receipt of electronic proxy appointments via the CREST system

 

10.00 a.m. on 29 June 2020

Latest time and date for receipt of the completed Application Form and appropriate payment in respect of Open Offer Shares or settlement of relevant CREST instruction

 

11:00 a.m. on 30 June 2020

General Meeting

 

10.00 a.m. on 1 July 2020

Announcement of result of General Meeting and Open Offer

 

1 July 2020

Admission and commencement of dealings in the New Ordinary Shares on AIM

 

8.00 a.m. on 3 July 2020

CREST members' accounts credited in respect of New Ordinary Shares in uncertificated form

 

from 8.00 a.m. on 3 July 2020

Despatch of definitive share certificates for New Ordinary Shares in certificated form

by 14 July 2020

 

If any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.

KEY STATISTICS

 

Number of Existing Ordinary Shares

539,949,917

Number of Placing Shares

505,000,000

Maximum number of Open Offer Shares

53,994,991

Issue Price

1 penny

Open Offer Entitlements under the Open Offer

1 New Ordinary Share for every 10 Existing Ordinary Shares

Percentage of the Enlarged Share Capital represented by the New Ordinary Shares1

 

104 per cent.

Gross proceeds of the Placing

£5.05 million

Maximum gross proceeds of the Open Offer

Approximately £540,000

Estimated net proceeds of the Fundraising1

 

£5.28 million

Enlarged Share Capital immediately following the Fundraising1

 

1,098,944,908

Market capitalisation of the Company immediately following the Fundraising at the Issue Price1

 

£10.99 million

 

Note:  1 Assuming all the Open Offer Shares are taken up pursuant to the Open Offer.

 

DEFINITIONS

 

The following definitions apply throughout this document unless the context otherwise requires:

 

"Act"

the Companies Act 2006 (as amended);

"Admission"

admission of the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies;

 

"AIM"

the market of that name operated by the London Stock Exchange;

 

"AIM Rules for Companies"

the AIM Rules for Companies, as published and amended from time to time by the London Stock Exchange;

 

"Allenby Capital"

Allenby Capital Limited, a private limited company incorporated in England and Wales under registered number 06706681 and having its registered office at 5 St. Helen's Place, London EC3A 6AB, the Company's nominated adviser and corporate finance adviser for the purposes of the Fundraising;

 

"Application Form"

the application form enclosed with this document on which Qualifying Non-CREST Shareholders may apply for Open Offer Shares under the Open Offer;

 

"Board" or "Directors"

the directors of the Company as at the date of this document;

 

"Business Day"

any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business and the London Stock Exchange is open for trading;

 

"certificated" or "in certificated form"

where an Ordinary Share is not in uncertificated form (i.e. not in CREST);

 

"Chairman"

the chairman of the Board;

 

"Company" or "Feedback"

Feedback plc, a company registered in England and Wales with registered number 00598696;

 

"CREST"

the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by Euroclear UK & Ireland Limited in accordance with the CREST Regulations;

 

"CREST Manual"

the CREST Manual referred to in agreements entered into by Euroclear and available at www.euroclear.com;

 

"CREST member"

a person who has been admitted to CREST as a system-member (as defined in the CREST Regulations);

 

"CREST member account ID"

the identification code or number attached to a member account in CREST;

 

"CREST participant"

a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations);

 

"CREST participant ID"

shall have the meaning given in the CREST Manual;

 

"CREST payment"

shall have the meaning given in the CREST Manual;

 

"CREST Regulations"

the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force;

 

"CREST sponsor"

a CREST participant admitted to CREST as a CREST sponsor;

 

"CREST sponsored member"

a CREST member admitted to CREST as a CREST sponsored member;

 

"EIS"

Enterprise Investment Scheme under the provisions of Part 5 of the UK Income Tax Act 2007 (as amended);

 

"Enlarged Share Capital"

the entire issued share capital of the Company on Admission following completion of the Fundraising;

 

"Euroclear"

Euroclear UK & Ireland Limited;

 

"Excess Application Facility"

the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlement in accordance with the terms and conditions of the Open Offer;

 

"Excess CREST Open Offer Entitlement"

in respect of each Qualifying CREST Shareholder, their entitlement (in addition to their Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on them taking up their Open Offer

Entitlement in full;

 

"Excess Shares"

Ordinary Shares applied for by Qualifying Shareholders under the Excess Application Facility;

 

"Ex-entitlement Date"

the date on which the Existing Ordinary Shares are marked "ex" for entitlement under the Open Offer, being 15 June 2020;

 

"Existing Ordinary Shares"

the 539,949,917 Ordinary Shares in issue at the date of this document;

 

"FCA"

the Financial Conduct Authority of the United Kingdom;

 

"Form of Proxy"

the form of proxy for use by Shareholders in relation to the General Meeting, enclosed with this document;

 

"FSMA"

the Financial Services and Markets Act 2000 (as amended);

 

"Fundraising"

the Placing and the Open Offer;

 

"General Meeting" or "GM"

the General Meeting of the Company convened for 10.00 a.m. on 1 July 2020 or any adjournment thereof, notice of which is set out at the end of this document;

 

"Group"

 

the Company and its subsidiaries (as defined in the Act);

 

"Issue Price"

1 penny per New Ordinary Share;

 

"London Stock Exchange"

London Stock Exchange plc;

 

"Money Laundering Regulations"

the money laundering and terrorist financing provisions of the Criminal Justice Act 1993, the Terrorism Act 2000, the Proceeds of Crime Act 2002, the Terrorism Act 2006 and the Money Laundering Regulations 2007, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;

 

"New Ordinary Shares"

together, the Placing Shares and the Open Offer Shares;

 

"Notice of General Meeting"

the notice convening the General Meeting as set out at the end of this document;

 

"Open Offer Shares"

53,994,991 new Ordinary Shares being made available to Qualifying Shareholders pursuant to the Open Offer;

 

"Open Offer"

the conditional invitation made to Qualifying Shareholders to apply to subscribe for Open Offer Shares at the Issue Price on the terms and subject to the conditions set out in Part III of this document and, where relevant, in the Application Form;

 

"Open Offer Entitlement"

the pro rata entitlement of a Qualifying Shareholder, pursuant to the Open Offer, to subscribe for 1 Open Offer Share for every 10 Existing Ordinary Shares registered in their name as at the Record Date;

 

"Official List"

the Official List of the FCA;

 

"Ordinary Shares"

the ordinary shares of 0.25 pence each in the capital of the Company in issue from time to time;

 

"Overseas Shareholder"

a Shareholder with a registered address outside the United Kingdom;

 

"Placees"

subscribers for the Placing Shares;

"Placing Agreement"

the conditional placing agreement entered into between the Company, Allenby Capital and Stanford in respect of the Placing, dated 15 June 2020, as described in this document;

 

"Placing"

the proposed placing by Stanford (as agent for the Company) of the Placing Shares with certain institutional investors and existing Shareholders, otherwise than on a pre-emptive basis, at the Issue Price on the terms of the Placing Agreement;

 

"Placing Shares"

505,000,000 new Ordinary Shares the subject of the Placing;

 

"Proposals"

the Placing and the Open Offer and other matters contained in this document;

"Prospectus Regulation"

EU Prospectus Regulation 2107/1129;

"Prospectus Rules"

the rules made by the FCA under Part VI of FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market;

 

"Qualifying CREST Shareholders"

Qualifying Shareholders holding Existing Ordinary Shares in a CREST account;

 

"Qualifying Non-CREST Shareholders"

Qualifying Shareholders holding Existing Ordinary Shares in certificated form;

 

"Qualifying Shareholders"

holders of Existing Ordinary Shares on the register of members of the Company at the Record Date (but excluding any Overseas Shareholder who has a registered address in the United States of America or any other Restricted Jurisdiction);

 

"Receiving Agents", "Registrar" or "Share Registrars"

Share Registrars Limited, a private limited company incorporated in England and Wales under registered number 04715037 and having its registered office at 27-28 Eastcastle Street, London, W1W 8DH, the Company's registrar and receiving agent;

 

"Record Date"

6.00 p.m. on 11 June 2020 being the latest time by which transfers of Existing Ordinary Shares must be received for registration by the Company in order to allow transferees to be recognised as Qualifying Shareholders;

 

"Regulatory Information Service"

has the meaning given to it in the AIM Rules;

 

"Resolutions"

the resolutions to be proposed at the General Meeting, the full text of which are set out in the Notice of General Meeting;

 

"Restricted Jurisdiction"

United States of America, Canada, Australia, Japan, New Zealand and the Republic of South Africa and any other jurisdiction where the extension or availability of the Fundraising would breach any applicable law;

 

"Securities Act"

US Securities Act of 1933 (as amended);

 

"Shareholders"

the holders of Existing Ordinary Shares, and the term "Shareholder" shall be construed accordingly;

 

"Stanford"

Stanford Capital Partners Limited, a private limited company incorporated in England and Wales under registered number 11192616 and having its registered office at Warden House, 37 Manor Road, Colchester, Essex, United Kingdom, CO3 3LX, the Company's broker for the purposes of the Placing and Admission;

 

"stock account"

an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited;

 

"uncertificated" or "uncertificated form"

means recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland;

"USE"

Unmatched Stock Event instructions;

 

"VCT"

a company which is, or which is seeking to become, approved as a venture capital trust under the provisions of Part 6 of the Income Tax Act 2007; and

 

"£" or "Pounds"

UK pounds sterling, being the lawful currency of the United Kingdom.

 

Certain of the events in the above timetable are conditional upon, inter alia, the approval of the Resolutions to be proposed at the General Meeting.

 

All references to time and dates in this document are to time and dates in London. 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
END
 
 
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