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Thursday 17 May, 2018

AIM

Schedule One - LoopUp Group Plc

RNS Number : 3280O
AIM
17 May 2018
 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")


COMPANY NAME:

 

LoopUp Group plc, which is to remain LoopUp Group plc upon admission ("LoopUp" or the "Company")

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

First Floor

78 Kingsland Road

London

United Kingdom

E2 8DP

 

COUNTRY OF INCORPORATION:

 

England and Wales

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

www.loopup.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

LoopUp is a global software-as-a-service provider of remote meetings. The service is designed to eliminate the common frustrations associated with conference calls and deliver a premium remote meeting experience for mainstream business users along with the quality, security, and reliability expected by global enterprises. The Company intends to acquire the entire issued share capital of Warwick Holdco Limited (the "Acquisition"), trading as the MeetingZone Group ("MeetingZone"). MeetingZone offers a range of collaboration and conferencing services that help people connect, communicate and collaborate more productively. MeetingZone has over 6,000 customers worldwide, mainly being mid-market customers in the financial, retail, IT, pharmaceutical, business services and legal sectors. The Acquisition of the MeetingZone Group will bring a material increase in scale to the Company; the core operational opportunity provided by the Acquisition is to transition the MeetingZone's Group's core audio conferencing business to the LoopUp product platform.  

 

The Acquisition constitutes a reverse takeover for the purpose of the Rule 14 of the AIM Rules for Companies.

 

The main countries of the Enlarged Group's operations will be United Kingdom and United States.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

54,731,963 Ordinary Shares of 0.5 pence each in the share capital of the Company ("Ordinary Shares") to be admitted, consisting of 42,231,963 existing Ordinary Shares, and 12,500,000 new Ordinary Shares in respect of the Placing and Acquisition issued at a price of 400 pence each.

 

No Ordinary Shares to be held in treasury.

 

There are no restrictions on the transfer of ordinary shares.

 

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Capital to be raised on admission: £50.0 million

 

Anticipated market capitalisation on admission: £233.7 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

Approximately 40.4%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 

Not applicable.

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Directors on admission:

 

Lady Barbara Singer Judge CBE (Independent Non-executive Chairman)

Stephen ("Steve") Graham Flavell (Co-Chief Executive Officer)

Thomas Michael ("Michael") Hughes MBE (Co-Chief Executive Officer)

Simon Peter Healey (Chief Financial Officer)

Nicolas ("Nico") Robert Goulet Wright (Non-executive Director)

Barmak Meftah (Independent Non-executive Director)

Michael ("Mike") Eugene Reynolds (Independent Non-executive Director)

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Before admission:

 

Significant shareholders pre-admission:

% of issued share capital before admission

Mr Andrew ("Andy") David Scott(1)

23.9%

Adara Ventures SICAR

16.5%

Hargreave Hale

7.8%

Stephen ("Steve") Graham Flavell

6.0%

Thomas Michael ("Michael") Hughes MBE

5.8%

Herald Investment Management

4.8%

Octopus Investments Limited

4.0%

(1) This includes shares registered in the name of Andrew Scott, his wife Rhonda Scott; in the name of the Scott Family Trust and SFT Capital Limited.

 

After admission:

 

Significant shareholders on admission:

% of issued share capital on admission

Mr Andrew ("Andy") David Scott(2)

18.4%

Adara Ventures SICAR

12.7%

Hargreave Hale

7.8%

Herald Investment Management

4.9%

Stephen ("Steve") Graham Flavell

4.6%

Thomas Michael ("Michael") Hughes MBE

4.5%

Octopus Investments Limited

3.2%

Jupiter Asset Management

3.2%

(2) This includes shares registered in the name of Andrew Scott, his wife Rhonda Scott; in the name of the Scott Family Trust and SFT Capital Limited.

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

No persons to be disclosed.

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

(i)         31 December.

(ii)        With respect to LoopUp, 31 December 2017 (audited full year financial information).

With respect to MeetingZone, 31 December 2017 (unaudited interim financial information).

(iii)       30 September 2018, 30 June 2019, 30 September 2019

 

EXPECTED ADMISSION DATE:

 

4 June 2018

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Panmure Gordon (UK) Limited

One New Change

London

EC4M 9AF

 

NAME AND ADDRESS OF BROKER:

 

Joint Broker:

Panmure Gordon (UK) Limited

One New Change

London

EC4M 9AF

 

Joint Broker:

Numis Securities Limited

The London Stock Exchange Building

10 Paternoster Square

London

EC4M 7LT

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

The admission document, which contains full details about the Company and the admission of its Ordinary Shares, is available to view on the Company's website, details of which are given above.

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

QCA Corporate Governance Guidelines April 2018.

 

DATE OF NOTIFICATION:

 

17 May 2018

 

NEW/ UPDATE:

 

New

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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