THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN AN INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, ACQUIRE OR DISPOSE OF ANY SHARES OR SECURITIES IN ANY JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION, RECOMMENDATION, OFFER, SUBSCRIPTION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.
4 November 2024
Feedback plc
("Feedback", or the "Company")
Successful Fundraising upscaled to c. £5.57 million
Feedback plc, the clinical infrastructure specialist, is pleased to announce, following the announcement made earlier today, the successful completion of the Placing and Subscription at the Issue Price of 20 pence per share to raise in aggregate approximately £5.57 million. Panmure Liberum acted as Nominated Adviser, Sole Bookrunner and Sole Broker in connection with the Placing, conducted by way of an accelerated book build process.
The total gross proceeds of the Placing of approximately £5.50 million have been upsized from the initial target of £5.20 million, with a number of new investors participating in the Placing alongside existing Shareholders. Additional demand above £5.50 million was subject to scale back.
In addition to the Placing, certain of the Directors of the Company and other existing Shareholders have conditionally subscribed for 352,500 New Ordinary Shares at the Issue Price through the Subscription raising £70,500.
Together, the Placing and the Subscription will raise gross proceeds of approximately £5.57 million through the issue of an aggregate 27,852,500 New Ordinary Shares.
The Issue Price represents a discount of approximately 55 per cent. to the closing mid-market price of 44.5 pence per Ordinary Share on 1 November 2024, being the last practicable date prior to the Launch Announcement.
RETAIL OFFER
As announced earlier today, the Company also launched the Retail Offer through the Winterflood Retail Access platform to raise up to a further £1 million of gross proceeds (the "Retail Offer" and together with the Placing and Subscription, the "Fundraising"). The Retail Offer is expected to close at 4:30 p.m. on 5 November 2024, or such later time and date as the Company, Panmure Liberum and Winterflood may agree, the results of which are expected to be announced on or around 6 November 2024.
Admission
Application will be made for the Placing Shares, Subscription Shares and Retail Offer Shares to be admitted to trading on AIM, which is expected to occur at 8.00 a.m. on 29 November 2024, subject to, amongst other things, the approval of the Fundraising Resolutions at the Annual General Meeting.
Related Party Transactions
Shareholder participation
Unicorn Asset Management ("Unicorn") and Octopus Investments ("Octopus") are considered to be related parties of the Company for the purposes of Rule 13 of the AIM Rules for Companies by virtue of their status as substantial shareholders of the Company.
Unicorn has conditionally agreed to subscribe for 4,500,000 Placing Shares, and Octopus has conditionally agreed to subscribe for 275,000 Placing Shares, both at the Issue Price, as part of the Placing (the "Shareholder RPT").
Additionally Unicorn has provided an irrevocable agreement to vote in favour of the Fundraising Resolutions at the AGM in respect of their own beneficial holdings totalling 2,428,571 Ordinary Shares, representing approximately 18.2 per cent. of the Company's existing issued share capital.
Director participation
The following Directors, all of which are deemed to be related parties pursuant to Rule 13 of the AIM Rules for Companies, have conditionally subscribed for New Ordinary Shares at the Issue Price in the following amounts as part of the Subscription (the "Directors' RPT"):
| Director | Existing beneficial shareholding | New Ordinary Shares subscribed for | Shareholding on Admission | Shareholding as a percentage of the Enlarged Share Capital upon Admission* |
| |||
| Rory Shaw | 78,573 | 25,000 | 103,573 | 0.2 |
| |||
| Tom Oakley | - | 50,000 | 50,000 | 0.1 |
| |||
| Anesh Patel | - | 30,000 | 30,000 | 0.1 |
| |||
| Annemijn Eschauzier | 18 | 37,500 | 37,518 | 0.1 |
| |||
| Adam Denning | 14,794 | 10,000 | 24,794 | 0.1 |
| |||
| | | | | | | |||
*assuming the Retail Offer is fully subscribed
Philipp Prince, being the Director who is independent of the Shareholder RPT and the Directors' RPT (together the "Related Party Transactions"), having consulted with the Company's nominated adviser, Panmure Liberum, considers the terms of the Related Party Transactions to be fair and reasonable insofar as the Company's shareholders are concerned.
Notice of Annual General Meeting
The Fundraising is conditional upon, inter alia, the passing of the Fundraising Resolutions at the Annual General Meeting which is expected to be held at Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0DT at 1.00 p.m. on 28 November 2024. The Company intends to publish and send a circular to Shareholders containing details of the Fundraising, Notice of Annual General Meeting and the Form of Proxy on or around 5 November 2024. The Circular will also be available on the Company's website: https://feedbackmedical.com/.
Terms used but not defined in this announcement have the same meaning as set out in the Launch Announcement.
Enquiries:
| Feedback plc Tom Oakley, CEO Anesh Patel, CFO | +44 (0) 20 3997 7634 IR@fbk.com |
|
| |
| Panmure Liberum Limited (NOMAD and Broker) Emma Earl/Mark Rogers (Corporate Finance) Rupert Dearden (Corporate Broking) | +44 (0)20 7886 2500 |
|
| |
| Walbrook PR Ltd; | Tel: 020 7933 8780 or feedbackplc@walbrookpr.com |
| Nick Rome/Joe Walker | 07748 325 236 or 07407 020 470 |
About Feedback
Feedback plc helps clinical teams to make better decisions faster for patients. We design products that enhance clinician access to patient data and to their colleagues. Our unique approach centres around individual patient episodes, into which we pull relevant clinical data from hospital systems and around which we build remote clinical teams for collaboration. As a result, we produce a digital infrastructure that makes patient data available to clinicians in multiple settings, in a format that enables them to meaningfully interact with it, providing flexibility to clinicians and free movement of patients between provider settings - clinicians can practice from anywhere and patients can attend any care provider for treatment, with greater connectivity across organisations.
Our products Bleepa® and CareLocker® work together to deliver unparalleled value to our customers. Bleepa® is our application layer and sits on top of CareLocker® as our data layer. Bleepa® is a clinician facing platform that displays clinical results from a patient's CareLocker® at a certified and regulated quality, that is suitable for clinical use and enables dialogue on a patient-by-patient basis with colleagues through a secure, auditable chat interface that links back to the patient medical record. The CareLocker® data storage model is built around the patient. Our vision is one where relevant clinical data is always available to the patient as well as to any care setting that they may attend - a federated data architecture with the patient as the tenant.
The Company has a number of growth opportunities domestically and internationally across a range of markets including the NHS, the veterinary market and private healthcare providers and its highly scalable Software as a Service ("SaaS")-based model is expected to provide increasing levels of revenue visibility as the Company grows its customer base.
IMPORTANT NOTICES
Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward-looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward‐looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward‐looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company and Panmure Liberum expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.
Panmure Liberum, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and sole bookrunner to the Company in connection with the Placing and Admission and to no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing or Admission or any other matter referred to in this Announcement. Panmure Liberum's responsibilities as the Company's nominated adviser under 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 of the Company or to any other person in respect of any decision to acquire shares in the Company in reliance on any part of this Announcement.
Neither Panmure Liberum or its affiliates, nor any of their respective Representatives, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this Announcement, including the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from the Announcement) or for any loss howsoever arising from any use of the Announcement or its contents. Panmure Liberum, their affiliates and their Representatives, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this Announcement or its contents or otherwise arising in connection therewith.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
| 1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
| a)
| Name
| 1. Rory Shaw 2. Tom Oakley 3. Anesh Patel 4. Annemijn Eschauzier 5. Adam Denning | |||
| 2
| Reason for the notification
| ||||
| a)
| Position/status
| 1. Non-executive Chairman 2. Chief Executive Officer 3. Chief Financial Officer 4. Non-executive Director 5. Non-executive Director | |||
| b)
| Initial notification /Amendment
| Initial notification | |||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
| a)
| Name
| Feedback plc | |||
| b)
| LEI
| 213800UGOF2GT2U2RV90 | |||
| 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 | New Ordinary Shares of £0.01 each | |||
| | | ||||
| Identification code | GB00BJN59X09 | ||||
| | | ||||
| b)
| Nature of the transaction
| Purchase of shares | |||
| c)
| Price(s) and volume(s) | | | | |
| | | Purchase Price | Volume | | |
| | | 1. 20 pence | 1. 25,000 | | |
| | | 2. 20 pence | 2. 50,000 | | |
| | | 3. 20 pence | 3. 30,000 | | |
| | | 4. 20 pence | 4. 37,500 | | |
| | | 5. 20 pence | 5. 10,000 | | |
| | | | | | |
| d)
| Aggregated information | | |||
| | | ||||
| - Aggregated volume | 152,500 shares | ||||
| | 20 pence | ||||
| - Price | | ||||
| | | ||||
| e)
| Date of the transaction
| 4 November 2024 | |||
| f)
| Place of the transaction
| London Stock Exchange, AIM Market (XLON) | |||
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