NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF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.
2 November 2021
("Feedback" or the "Company")
Result of Placing
Feedback plc (AIM: FDBK), the specialist clinical communication company, is pleased to announce the completion of the Bookbuild announced earlier today, which was oversubscribed. A total of 1,528,571,420 Placing Shares have been conditionally placed at the Issue Price of 0.7 pence per Placing Share to raise a total of approximately £10.7 million for the Company (before expenses).
The Company also announced details of an Open Offer to be made to Qualifying Shareholders to raise up to an additional £0.5 million at the Issue Price.
The net proceeds of the Fundraising will be used primarily to:
· further develop the "CareLocker - powered by Bleepa" product to meet existing and growing demand in both the UK and international markets;
· further develop Bleepa in order to grow its functionality, including features for non-healthcare customers such as veterinary professionals;
· build upon the existing UK team in order to accelerate revenue growth in the UK and to manage overseas operations, which requires increased resources for the marketing, sales, finance and regulatory teams, and
· undertake a tuberculosis screening pilot study in India and explore wider market opportunities and potential applications of the Company's technology in India.
A Circular to shareholders containing full details of the Fundraising including details of the Open Offer and the terms and conditions on which it is being made, (including the procedure for application and payment) and convening the Annual General Meeting is expected to be posted by 6 p.m. on 3 November 2021 and will also be available on the Company's website around the same time. Panmure Gordon (UK) Limited is acting as nominated adviser, sole broker and sole bookrunner to the Company.
The Fundraising remains conditional on, amongst other matters, the passing of the Fundraising Resolutions at the Annual General Meeting. The Placing is also conditional upon the Placing Agreement between the Company and Panmure Gordon becoming unconditional and not being terminated in accordance with its terms. It is expected that the Placing and Open Offer will complete on or around 8.00 a.m. on 30 November 2021, being the expected date of Admission and that dealings in the Placing Shares and such number of Open Offer Shares as may be subscribed for will commence at that time. The Open Offer is conditional on the Placing becoming or being declared unconditional in all respects and not being terminated before Admission.
Assuming completion of the Placing and subscription for the Open Offer Shares in full, upon Admission, the Enlarged Share Capital is expected to be 2,666,931,677 Ordinary Shares. On this basis, the Placing Shares will represent approximately 57.3 per cent. of the Enlarged Share Capital.
Related Party Transaction
As part of the Placing, Unicorn VC, a substantial shareholder of the Company and therefore a Related Party as defined by the AIM Rules ("Related Party"), has subscribed for a total of 285,714,290 Placing Shares at the Issue Price under the Placing. Following completion of the Fundraising, Unicorn VC will have an aggregate interest in 485,714,290 Ordinary Shares, representing 18.2 per cent. of the enlarged share capital* of the Company.
Adam Denning, a Non-Executive Director of the Company and a Related Party, has subscribed for a total of 1,428,570 Placing Shares at the Issue Price under the Placing. Following completion of the Fundraising, he will have an aggregate interest in 2,958,981 Ordinary Shares, representing 0.1 per cent. of the enlarged share capital* of the Company. Certain other Directors have indicated their intention to subscribe for New Ordinary Shares in the Open Offer.
The Directors who are independent of the Fundraising, having consulted with the Company's nominated adviser, consider that the terms of the participation in the Fundraising by Unicorn and certain of the Directors are fair and reasonable insofar as its shareholders are concerned.
*assuming the Open Offer is fully subscribed
The capitalised terms used in this announcement have the same meanings as in the announcement published by the Company at approximately 7.01a.m. today unless otherwise stated.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014 (MAR).
Tom Oakley, CEO
Lindsay Melvin, CFO
+44 (0)1954 718072
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 email@example.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.
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 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.
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.