TIDMCALL
RNS Number : 6227Z
Cloudcall Group PLC
26 January 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
26 January 2022
RECOMMENDED CASH ACQUISITION
of
CLOUDCALL GROUP PLC
by
XPLORER CAPITAL GROWTH I, LLC
(a newly formed company owned by funds managed and advised by
Xplorer Capital Management LLC)
to be effected by way of a scheme of arrangement under Part 26
of the Companies Act 2006
SCHEME BECOMES EFFECTIVE
On 9 December 2021, the directors of CloudCall Group plc
("CloudCall") and Xplorer Capital Growth I, LLC ("Xplorer Capital")
announced that they had reached agreement on the terms of a
recommended acquisition by Xplorer Capital of the entire issued and
to be issued ordinary share capital of CloudCall (the
"Acquisition"), to be effected by way of a court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). The scheme document in connection with the Acquisition
was published on 15 December 2021 (the "Scheme Document").
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Scheme
Document.
On 24 January 2022, CloudCall announced that the High Court of
Justice of England and Wales had sanctioned the Scheme at the
Sanction Hearing on 24 January 2022 (the "Court Sanction
Date").
CloudCall and Xplorer Capital are pleased to announce that,
following the delivery of a copy of the Court Order to the
Registrar of Companies today, the Scheme has now become effective
in accordance with its terms and the entire issued and to be issued
ordinary share capital of CloudCall is now owned by Xplorer
Capital.
Settlement of consideration
Scheme Shareholders on CloudCall's register of members at the
Scheme Record Time, being 6.00 p.m. (London time) on 25 January
2022, will be entitled to receive 81.5 pence in cash for each
Scheme Share held. Settlement of the consideration to which any
Scheme Shareholder is entitled will be effected by despatch of a
cheque (for Scheme Shareholders holding Scheme Shares in
certificated form) or the crediting of CREST accounts (for Scheme
Shareholders holding Scheme Shares in uncertificated form) as soon
as practicable and in any event not later than 9 February 2022,
being 14 days after the Effective Date, as set out in the Scheme
Document.
In the case of Scheme Shares issued to satisfy the exercise of
options under the CloudCall Share Plans after the making of the
Court Order on 24 January 2022 and prior to the Scheme Record Time,
being 6.00 p.m. (London time) on 25 January 2022, settlement of
consideration to which any employee or director of CloudCall is due
in respect of those Scheme Shares will be effected by payment
through payroll as soon as practicable following receipt by the
Company of payment in respect of such consideration from Xplorer
Capital subject to the deduction of any applicable exercise
price.
Suspension of trading and cancellation of admission to trading
of CloudCall Shares
The admission to trading of, and dealings in, CloudCall Shares
on the London Stock Exchange's AIM market was suspended with effect
from approximately 7.30 a.m. on 26 January 2022. An application has
been made to the London Stock Exchange in relation to the
cancellation of the admission to trading of CloudCall Shares on the
London Stock Exchange's AIM market which is expected to take effect
by 7.00 a.m. on 27 January 2022.
Notice has also been given such that CloudCall Shares shall be
withdrawn from their OTCQX designation upon open of business in New
York on 27 January 2022.
A further announcement will be made when the admission to
trading of CloudCall Shares has been cancelled and CloudCall Shares
have had their OTCQX designation withdrawn.
CloudCall Board appointments and resignations
As the Scheme has now become Effective, CloudCall duly announces
that, as of today's date, Peter Simmonds, Carl Farrell and Sophie
Tomkins have tendered their resignations and have stepped down from
the CloudCall Board. Simon Cleaver and Paul Williams remain on the
CloudCall Board.
Dealing disclosures
CloudCall is no longer in an "Offer Period" as defined in the
City Code on Takeovers and Mergers and accordingly the dealing
disclosure requirements previously notified to investors no longer
apply.
Full details of the Acquisition are set out in the Scheme
Document.
Enquiries:
CloudCall Group plc
Simon Cleaver (Chief Executive Officer) +44 (0)20 3587
Paul Williams (Chief Financial Officer) 7188
Canaccord (financial adviser, nominated
adviser and Rule 3 adviser to CloudCall)
Simon Bridges
James Asensio
Thomas Diehl +44 (0)20 7523
Gordon Hamilton 8000
Peel Hunt (financial adviser to Xplorer
Capital)
James Britton
Oliver Jackson +44 (0)20 7418
James Smith 8900
Norton Rose Fulbright LLP is retained as legal adviser to
CloudCall .
Slaughter and May is retained as legal adviser to Xplorer
Capital.
Important notices relating to financial advisers
Canaccord Genuity Limited ("Canaccord"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
as financial adviser to CloudCall and no one else in connection
with the matters described in this announcement and will not be
responsible to anyone other than CloudCall for providing the
protections afforded to clients of Canaccord nor for providing
advice in connection with any matter referred to herein. Neither
Canaccord nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Canaccord in connection with this
announcement, any statement contained herein, the Acquisition or
otherwise. Canaccord has given, and not withdrawn, its consent to
the inclusion of its advice in this announcement in the form and
context in which it is included.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for Xplorer
Capital and for no one else in connection with the matters referred
to in this announcement and will not be responsible to any person
other than Xplorer Capital for providing the protections afforded
to clients of Peel Hunt, nor for providing advice in relation to
the matters referred to herein. Neither Peel Hunt nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Peel Hunt in connection with the matters referred to in this
announcement, or otherwise.
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END
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