THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, HONG KONG,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES
NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN CAMBRIDGE
COGNITION HOLDINGS PLC OR ANY OTHER ENTITY IN ANY
JURISDICTION.
17 June 2024
Cambridge Cognition Holdings
plc
("Cambridge Cognition", the "Company" or the
"Group")
Results of General Meeting
and Open Offer,
Total Voting Rights and
Director/PDMR Dealing
Cambridge Cognition Holdings plc
(AIM: COG), which develops and markets digital solutions to assess
brain health, is pleased to announce that
the Resolutions to approve, inter alia, the proposed Placing,
Subscription and Open Offer as set out in the Circular published on
31 May 2024, and put to Shareholders at the General Meeting held
earlier today, were duly passed. A summary of the voting results is
set out below.
Result of Open Offer
The Company is also pleased to
announce that the Open Offer, which closed for acceptances at 11.00
a.m. on 14 June 2023, was significantly oversubscribed with final
valid applications being received, including Excess Entitlements,
from Qualifying Shareholders in respect of a total of
892,413 Open Offer Shares. This represents
a take-up of approximately 287%
of the maximum number of Open Offer Shares made
available to Qualifying Shareholders. Accordingly, qualifying
applications under the Open Offer (other than applications received
in respect of Excess Entitlements) will be met in full and a
scaling back exercise has been conducted in respect of applications
for Excess Entitlements. Accordingly, the Open Offer has raised a
further approximately £125,000 for the Company, resulting in
aggregate gross proceeds from the Fundraising of approximately £2.6
million.
Result of General Meeting
The Board reports that Resolution 1
passed as an ordinary resolution and Resolution 2 passed as a
special resolution. Following the passing of the Resolutions,
the Company has received the authority for the Directors to allot
and issue the Placing Shares, Subscription Shares and Open Offer
Shares.
The proxy voting results of the
Resolutions are included below:
|
Resolution
|
FOR
|
AGAINST
|
TOTAL
|
WITHHELD
|
|
|
No.
of votes cast
|
%
|
No.
of votes cast
|
%
|
No.
of votes cast
|
No.
|
|
Resolution 1
To grant the directors authority to
allot shares in the Company pursuant to the Fundraising in the
amount set out in the Notice of General Meeting
|
16,808,160
|
99.15
|
99,920
|
0.59
|
16,952,080
|
6,263
|
|
Resolution 2
Conditionally on the passing of
Resolution 1, to empower the directors to disapply pre-emption
rights on the issue of shares in the Company pursuant to the
Fundraising in the amount set out in the Notice of General
Meeting
|
16,808,160
|
99.15
|
99,920
|
0.59
|
16,952,080
|
6,263
|
Admission and Settlement
The Company has raised total gross
proceeds of approximately £2.6 million in aggregate (before
expenses) through the Placing, Subscription and Open Offer.
Application has been made for 6,561,057 New Shares to be admitted
to trading on AIM ("Admission").
Settlement for and admission of the
total of 3,657,641 EIS/VCT Shares is expected to take place, and
dealings in the EIS/VCT Shares, are expected to commence, at 8:00
a.m. on 18 June 2024.
Settlement for and admission of
1,654,859 General Placing Shares, 937,500 Subscription Shares and
311,057 Open Offer Shares is expected to take place, and dealings
in the General Placing Shares, the Subscription Shares and Open
Offer Shares are expected to commence, at 8:00 a.m. on 19 June
2024.
The New Shares will rank pari passu
with the existing Ordinary Shares. Following Admission, the Company
will have 41,710,429 Ordinary Shares in issue.
Total Voting Rights
The Company does not currently hold
any shares in treasury. Therefore, the above figure of 41,710,429
Ordinary Shares may be used by shareholders of 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 Guidance and Transparency Rules.
Director/PDMR Dealing
Steven Powell, Matthew Stork, Debra
Leeves, Stuart Gall, Alex Livingston-Learmonth and Ricky Dolphin
subscribed for an aggregate of 166,050 New Shares at the Issue
Price in the Fundraising. Details of the Ordinary Shares held by
each of the Directors, following Admission, are detailed in the
table below:
|
Name
|
Position
|
Number of Ordinary
Shares
|
Percentage of share capital
following Admission
|
|
Dr Steven Powell
|
Non-Executive Chair
|
256,375
|
0.61%
|
|
Dr Matthew Stork
|
Chief
Executive Officer
|
223,950
|
0.54%
|
|
Stephen Symonds
|
Chief
Financial Officer
|
32,950
|
0.08%
|
|
Debra Leeves
|
Non-Executive Director
|
85,000
|
0.20%
|
|
Richard Bungay
|
Non-Executive Director
|
10,000
|
0.02%
|
|
Stuart Gall
|
Non-Executive Director
|
37,500
|
0.09%
|
|
Nick Rodgers
|
Non-Executive Director
|
20,000
|
0.05%
|
Unless otherwise stated, capitalised terms
not otherwise
defined in the text of this announcement have the
same meanings ascribed to them as in the "Proposed Placing,
Subscription and Open Offer" announcement published by the Company
on 29 May 2024.
Enquiries:
|
Cambridge Cognition Holdings
plc
Matthew Stork, Chief Executive
Officer
Stephen Symonds, Chief Financial
Officer
|
Tel: 012 2381
0700
press@camcog.com
|
|
Panmure Gordon (UK) Limited (NOMAD
and Joint Broker)
Emma Earl / Freddy Crossley /
Mark Rogers
Rupert Dearden
|
Tel: 020 7886
2968
(Corporate
Finance)
(Corporate
Broking)
|
|
Dowgate Capital Limited (Joint
Broker)
David Poutney / Nicholas
Chambers
|
Tel: 020 3903
7715
|
|
Hudson Sandler (Financial PR and
IR)
Dan de Belder / Hattie
Dreyfus
|
Tel: 020 7796
4133
cog@hudsonsandler.com
|
|
|
Notes to Editors
About Cambridge Cognition
Cambridge Cognition is a technology
company developing digital health products to better understand,
detect and treat conditions affecting brain health. The Company's
software products assess cognitive health in patients worldwide to
improve clinical trial outcomes, identify and stratify patients
early and improve global efficiency in pharmaceutical and
healthcare industries.
For further information
visit: https://cambridgecognition.com/
Notification and public disclosure of transactions by persons
discharging managerial responsibilities ("PDMRs") and persons
closely associated ("PCAs") with them.
|
1
|
Details of the person discharging
managerial responsibilities / person closely associated
|
|
a)
|
Name
|
1. Stephen Powell
2. Matthew Stork
3. Debra Leeves
4. Stuart Gall
5. Alex
Livingston-Learmonth
6. Ricky Dolphin
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
1. Non-Executive Chair
2. Chief Executive
Officer
3. Non-Executive Director
4. Non-Executive Director
5. Chief Commercial
Officer
6. Chief Technology
Officer
|
|
b)
|
Initial
notification/Amendment
|
Initial Notification
|
|
3
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
|
a)
|
Name
|
Cambridge Cognition Holdings
plc
|
|
b)
|
LEI
|
213800SZKDIN122EPA96
|
|
4
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
|
a)
|
Description of the financial
instrument, type of instrument
Identification code
|
Ordinary Shares of 1p each
GB00B8DV9647
|
|
b)
|
Nature of transaction
|
Purchase subject to Admission of new
ordinary shares
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
|
|
|
40 pence per ordinary
share
|
1. 30,000
2. 62,500
3. 25,000
4. 37,500
5. 10,000
6. 1,050
|
|
|
Aggregated information
-
Aggregated volume
-
Price
|
166,050
40 pence per ordinary
share
|
|
e)
|
Date of the transaction
|
17 June 2024
|
|
f)
|
Place of the transaction
|
London Stock Exchange, AIM
|