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Toople PLC (TOOP)


Thursday 02 December, 2021

Toople PLC

Conditional Placing and Notice of GM

RNS Number : 3015U
Toople PLC
02 December 2021

For immediate release: 07.00, 2nd  December 2021


Toople PLC

("Toople" or the "Company" or the "Group")


Conditional Placing of New Ordinary Shares

and Notice of General Meeting


Toople PLC (LSE: TOOP), a provider of bespoke telecom services to UK SMEs, is pleased to announce that it has conditionally placed 838,812,272 new ordinary shares in the Company (the "Placing Shares") with institutional and other investors at 0.045p per share (the "Placing Price") to raise £0.38m (before expenses) (the "Placing").


The Placing was supported by many of the Company's existing shareholders including its two largest shareholders as well as key members of the Board.  The Placing was oversubscribed and will utilise all of the existing share issue capability of the Company.  The net proceeds of the Placing will used be to provide further working capital to support the Company's growth and enhance the Company's service offerings.


As the Placing Price is below the current nominal value of the Company's ordinary shares, the Company is convening a General Meeting ("GM") to obtain shareholder approval for a proposed capital reorganisation ("Reorganisation").  Under the Reorganisation each existing ordinary share of 0.0667 pence will be subdivided into one new ordinary share of 0.01 pence ("New Ordinary Share") and one deferred share of 0.0567 pence per share.


The GM will be held at Direct Market Services Limited - Unit 2, Woodside, Birchanger, Bishops Stortford, Hertfordshire, CM23 5RG on 20th  December 2021 at 11:.00 a.m.


The notice for the GM will today be posted to shareholders and will be available on the Company's website


The GM will be held as a combined physical and electronic meeting, but in light of the continuing unpredictability of the COVID-19 pandemic, related public health guidance and international travel requirements shareholders are strongly encouraged not to attend in person.  Where shareholders wish to attend the meeting in person and they can do so safely and in accordance with the prevailing Government guidance, they are asked to pre-register their attendance. Further details are set out in the Notice of GM.


The Board encourages shareholders to vote on the resolutions to be proposed at the Meeting by proxy in advance of the deadline which is set out in the Notice of Meeting. Further information regarding voting by proxy is set out in the Notice of Meeting.


The Board will continue to monitor closely the impact of the pandemic, including any changes in public health guidance. It may be necessary for the Company to make changes to the format or location of the meeting, or to further limit attendance at the physical meeting. Any changes will be communicated to shareholders before the meeting through the Company's website and, where appropriate, by announcement through a regulatory information service.


Application will be made for the Placing Shares to be admitted to trading which is expected to be on or around 21st December 2021.


The Placing Shares will rank pari passu with the New Ordinary Shares of the Company. Following Placing and Reorganisation, the Company's issued share capital will comprise of 5,070,373,633 New Ordinary Shares. This figure of 5,070,373,633 New Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.


This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).


For further information :


Toople PLC

Andy Hollingworth, Chief Executive Officer

Paul White, Chief Financial Officer

Tel: 0800 0499 499

Novum Securities Limited

David Coffman

Colin Rowbury

Tel: 020 7399 9400

Belvedere Communications

John West / Llew Angus


Tel: 020 3687 2754

About Toople PLC

Toople PLC is incorporated in the UK and listed on the main market of the London Stock Exchange.  The business currently trades under four main brands: ; ; ; .  provides bespoke telecoms services for its fast growing target market of UK SMEs with between one and 500 employees.  Services offered by the Group include business broadband, fibre, EFM and Ethernet data services, business mobile phones, cloud PBX and SIP Trunking and Traditional Services (calls and lines) all of which are delivered and managed via the Group's proprietary software platform.  The Group's wholly owned subsidiary   DMS Holding (DMSL) provides unified communication services in the UK ranging from a single phone line to a multi-site unified comms VoIP platform, delivered via a network of telecoms and IT carriers and content providers across the UK including BT Business, BT Global Services, Gamma, EE, Vonage, TalkTalk Business and O2.  DMSL acts as a BT Premier re-seller for broadband connectivity, mobile and fixed voice and cloud services and is responsible for over 250,000 BT customers and over 400,000 Revenue Generating Units.

The Company also owns a telecoms price comparison website and a service offering company credit reference checking and reports.  These complement the Group's IT and telecoms services.

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