TIDMFDBK
RNS Number : 9141T
Feedback PLC
29 November 2021
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OF
SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS
NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY
JURISDICTION, INCLUDING THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.
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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU AS IT FORMS PART OF THE LAW
OF ENGLAND AND WALES BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF
THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. 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.
Feedback plc
Result of Annual General Meeting, Result of Open Offer, Issue of
Equity, Total Voting Rights and Director Change
Feedback plc (AIM: FDBK), the specialist clinical communication
company, is pleased to announce that at its annual general meeting
held earlier today, all resolutions were duly passed. This includes
each of the Fundraising Resolutions relating to the oversubscribed
Placing and Open Offer which was announced by the Company on 2
November 2021.
The Company is also pleased to announce that, in relation to the
Open Offer, which closed for receipt of applications at 11.00 a.m.
on 26 November 2021 in accordance with its terms, received valid
applications, including excess applications, from Qualifying
Shareholders for more than twice the number of Open Offer Shares
available. Consequently, the number of Open Offer Shares subscribed
for has been subject to scale-back and 71,428,571 Open Offer
Shares, being the maximum number of Open Offer Shares available
pursuant to the terms of the Open Offer, are expected to be
issued.
Accordingly, the Company has raised approximately GBP11.2
million in aggregate (before expenses) through the issue of
1,599,999,991 New Ordinary Shares pursuant to the Placing and Open
Offer . Issue of the New Ordinary Shares remains conditional on
Admission occurring.
Application has been made for 1,599,999,991 New Ordinary Shares
to be admitted to trading on AIM. Admission of the New Ordinary
Shares is expected to occur at 8.00 a.m. on 30 November 2021. The
New Ordinary Shares will rank pari passu with the Existing Ordinary
Shares.
Total Voting Rights
Following Admission of the New Ordinary Shares, the Company's
issued ordinary share capital will consist of 2,666,931,677
Ordinary Shares, carrying one vote each. The Company does not
currently hold any shares in treasury. Therefore, the total number
of voting rights in the Company following Admission will be
2,666,931,677. Shareholders may use this figure 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 issued share capital of the Company, under the FCA's
Disclosure Guidance and Transparency Rules.
Director Change
With effect from the closing of the AGM, Lindsey Melvin has now
retired from the board. In line with previously announced
succession plans, a separate announcement will be made shortly
regarding the appointment of Anesh Patel as Board Director and
Chief Financial Officer.
Dr Tom Oakley, CEO, added:
"We are delighted with the Company's continued transformation -
with Bleepa(TM) gaining momentum, securing its first commercial
contract and significantly enhancing its offering, routes to
market, scalability and security during the last year. Importantly,
the rapid progress and significant developments since the period
end highlight the scale of opportunity.
"We are now well funded to support accelerated revenue growth.
The funds raised will enable Feedback to focus on further
developing and rolling out Bleepa and CareLocker at pace, through
targeted investment in sales and marketing and allow the Company to
explore the NHS Community Diagnostic Centres and Indian
tuberculosis opportunities in parallel, diversifying our strategic
risk whilst capturing these important and timely opportunities.
"Using part of the proceeds of the Fundraising, the Company is
planning to undertake a pilot scheme of the tuberculosis screening
solution within some initial sites in India. The Director's believe
that there is potential to generate significant revenues per year
from each state that the solution is rolled out in.
"In parallel, the Company is piloting the CDC (Community
Diagnostic Centres) solution with Sussex ICS as one of the exemplar
sites for the GBP10 billion CDC initiative recently launched by NHS
England to help address the elective care backlog, by bringing
diagnostic services out of hospital settings and closer to
patients. Forty new CDCs are set to open across England in a range
of settings and are expected to begin providing services over the
next few months to March 2022.
"Reinforced with a new patient-centric cloud architecture and
internationally recognised accreditations, Feedback is well placed
to focus on driving international product deployment across public
and private frameworks.
"We would like to thank existing and new shareholders for their
support in the Fundraise as we build on the momentum achieved and
develop new and exciting routes to market."
The proxy voting results of the resolutions are included
below.
Resolutions Votes For* % of votes Votes Against % of votes Votes Withheld** Total votes
cast** cast** cast**
1. To allot
equity
securities
up to an
aggregate
nominal
amount
of GBP4
million
in respect
of the
Fundraising 619,251,679 99.98% 128,144 0.02% 1,681,956 621,061,779
------------ ----------- -------------- ----------- ----------------- -----------
2. To display
statutory
pre-emption
rights
in respect
of allotments
of equity
securities
up to an
aggregate
nominal
amount
of GBP4
million
in respect
of the
Fundraising. 619,250,819 99.98% 128,144 0.02% 1,682,816 621,061,779
------------ ----------- -------------- ----------- ----------------- -----------
3. To receive
and adopt
the Company's
annual
accounts
for the
Financial
year ended
31 May
2021 together
with the
Directors'
report
and the
auditors'
report
on those
accounts 573,658,157 99.99% 33,000 0.01% 47,370,622 621,061,779
------------ ----------- -------------- ----------- ----------------- -----------
4. To re-elect
Tom Oakley
as a Director 618,895,382 99.93% 464,441 0.07% 1,701,956 621,061,779
------------ ----------- -------------- ----------- ----------------- -----------
5. To appoint
Price Bailey
LLP as
auditors
of the
Company 619,343,937 99.99% 35,026 0.01% 1,682,816 621,061,779
------------ ----------- -------------- ----------- ----------------- -----------
6. To authorise
the directors
to allot
relevant
securities
equivalent
to up to
two thirds
of the
Company's
issued
share capital,
subject
to certain
conditions 618,821,518 99.91% 534,446 0.09% 1,705,815 621,061,779
------------ ----------- -------------- ----------- ----------------- -----------
7. To authorise
the directors
to allot
relevant
securities
equivalent
to up to
10 per
cent. of
the Company's
issued
share capital
on a non-pre-emptive
basis subject
to certain
conditions 593,794,517 95.87% 25,584,446 4.13% 1,682,816 621,061,779
------------ ----------- -------------- ----------- ----------------- -----------
Notes:
* "Votes For" include votes giving the Chairman discretion.
** "Votes Withheld" are not votes in law and do not count in the
number of votes counted for or against a resolution, or towards the
total votes cast.
The capitalised terms used in this announcement have the same
meanings as in the announcement published by the Company at 7.01
a.m. on 2 November 2021 unless otherwise stated
Enquiries:
Feedback plc +44 (0)1954 718072
Tom Oakley, CEO IR@fbk.com
Anesh Patel, CFO
Panmure Gordon (UK) Limited (NOMAD
and Broker)
Emma Earl/Freddy Crossley (Corporate
Finance)
Rupert Dearden (Corporate Broking) +44 (0)20 7886 2500
Walbrook PR Ltd Tel: 020 7933 8780 or feedbackplc@walbrookpr.com
Paul McManus/Nick Rome/Nicholas Johnson 07980 541 893 or 07748 325 236
or 07884 664 686
Notes to Editors
Feedback plc (AIM: FDBK) is a pioneer of regulated clinical
communication products. Its core product, Bleepa, is a
revolutionary medical imaging communications app, providing an
easy-to-use, high quality tool to enable remote and secure
communications between front-line clinicians and teams.
Importantly, it is the only CE marked medical imaging
communications platform on the NHSx clinical communications tools
framework. Bleepa has unparalleled functionality for everyday
practice and can be accessed from any internet-connected device,
enabling control of patient cases when on the go.
Its highly scalable Software as a Service ("SaaS") based revenue
model will provide increasing levels of visibility as the Company
grows its customer base. With a growing distribution base and
technology in place, the focus is on leveraging key relationships
in order to drive sales both in the UK and internationally to all
forms of care providers. As a fully certified medical device,
Bleepa aims to disrupt the medical imaging communications market
and, importantly, increase the accuracy and speed of clinical
review.
IMPORTANT NOTICE
No action has been taken by the Company, Panmure Gordon, or any
of their respective affiliates, that would, or which is intended
to, permit a public offer of the New Ordinary Shares in any
jurisdiction or the possession or distribution of this announcement
or any other offering or publicity material relating to the New
Ordinary Shares in any jurisdiction where action for that purpose
is required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this announcement
comes shall inform themselves about, and observe, such
restrictions.
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 Directive) to be
published.
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN,
IS FOR INFORMATION PURPOSES ONLY, IS NOT INTENDED TO AND DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE OR
SUBSCRIBE FOR, UNDERWRITE, SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO PURCHASE OR SUBSCRIBE, SELL, ACQUIRE, DISPOSE OF THE NEW
ORDINARY SHARES OR ANY OTHER SECURITY IN THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS
TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the FCA, is acting as nominated adviser, sole broker and
sole bookrunner to the Company in relation to the Placing and
Admission and is not acting for any other persons in relation to
the Placing and Admission. Panmure Gordon is acting exclusively for
the Company and for no one else in relation to the matters
described in this announcement and is not advising any other person
and accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Panmure Gordon, or for providing advice in relation to the contents
of this announcement or any matter referred to in it. The
responsibilities of Panmure Gordon as the Company's nominated
adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to London Stock Exchange plc and
are not owed to the Company or to any director or shareholder of
the Company or to any other person, in respect of his decision to
acquire shares in the capital of the Company in reliance on any
part of this announcement, or otherwise.
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 Panmure Gordon or the Company or any of
their respective affiliates or any of their respective directors,
officers, employees, advisers or representatives (collectively,
"Representatives") 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.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the New Ordinary Shares. Any
investment decision to buy New Ordinary Shares in the Fundraising
must be made solely on the basis of publicly available information,
which has not been independently verified by Panmure Gordon, and
the Circular.
The price of Ordinary Shares and any income from them may go
down as well as up and investors may not get back the full amount
invested on disposal of the Ordinary Shares.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than AIM, a market operated by the London
Stock Exchange plc.
This announcement may contain "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 Company 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. None of the Company,
Panmure Gordon, or their respective directors, officers, employees,
agents, affiliates and advisers, or any other party undertakes or
is under any duty to update this announcement or to correct any
inaccuracies in any such information which may become apparent or
to provide you with any additional information, other than any
requirements that the Company may have under applicable law. To the
fullest extent permissible by law, such persons disclaim all and
any responsibility or liability, whether arising in tort, contract
or otherwise, which they might otherwise have in respect of this
announcement. The information in this announcement is subject to
change without notice.
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 rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCUKUORANUAUAA
(END) Dow Jones Newswires
November 29, 2021 08:34 ET (13:34 GMT)
Feedback (LSE:FDBK)
過去 株価チャート
から 6 2024 まで 7 2024
Feedback (LSE:FDBK)
過去 株価チャート
から 7 2023 まで 7 2024