TIDMCLCO
RNS Number : 6930W
Cloudcoco Group PLC
22 August 2022
22 August 2022
CloudCoCo Group plc
("CloudCoCo" or " the Group" or "the Company")
Grant of Options and Update on Concert Party Holdings
CloudCoCo (AIM: CLCO), a UK provider of IT and communications
solutions to businesses and public sector organisations, announces
that on 19 August 2022 it granted options ("Employee Options") over
a total of 21,500,000 ordinary shares of 1 pence each in the
Company ("Ordinary Shares") to members of the senior management
team and other employees pursuant to the Company's EMI Share Option
Scheme ("Scheme"). The Options amount to approximately 3.04 per
cent of the Company's current non-diluted issued share capital and
are issued within the parameters of the proposed incentive scheme
detailed at the time of the Company's acquisition of CloudCoCo
Limited in October 2019.
The grant of Options is part of the Company's 'CoCo-One'
initiative launched in 2020 in which qualifying colleagues are
awarded options to encourage shared ownership and enhance
retention, recruitment and incentivisation across the business. The
Options will only accrue value in the event the Company's share
price increases, thereby aligning the interests of recipients with
those of shareholders.
Following the issue of the Employee Options, the total number of
options granted under the 'CoCo-One' initiative under the Scheme is
69,725,000 representing approximately 9.87 per cent of the current
non-diluted issued share capital of the Group.
Subject to further restrictions attached to members of the
Concert Party (see below), the Employee Options, which have an
exercise price of 1 penny per Ordinary Share, can be exercised at
any time between 19 August 2025 (or earlier if there is a
qualifying transaction) and 19 August 2032. The Options vest
subject to the Company's share price being greater than 2 pence per
Ordinary Share at the date of exercise.
Of the 21,500,000 Employee Options, 14,700,000 were granted to
the Company's Chief Executive Officer Mark Halpin and one of the
Company's Persons Discharging Managerial Responsibilities. As a
member of the Concert Party, the Employee Options granted to Mark
Halpin today carry further restrictions in that whilst the Concert
Party, of which Mark is part, holds between 30 and 50 per cent of
the share capital of the Company, these new options cannot be
exercised without triggering the provisions of Rule 9 of the Code.
These restrictions do not apply to the 7,500,000 existing options
granted to Mark Halpin on 20 November 2020, which form part of the
Concert Party Options (see below) issued and approved by the
Takeover Panel because they were granted at a time when the Concert
Party held more than 50 per cent of the Company's issued share
capital.
Simon Duckworth, Chairman, commented: "We have delivered a
step-change in the CloudCoCo business during this calendar year,
following the strategic decision taken in 2021 to raise capital and
accelerate growth by acquisition to complement our already
successful organic growth plans. Strong leadership and a shared
sense of purpose amongst our colleagues continues to be integral to
achieving the Company's long-term objectives. I'm pleased to award
these options to further incentivise the team to achieve the next
stage of our growth plans."
The Concert Party and existing share options
The Takeover Code (the "Code") applies to the Company. Under
Rule 9 of the Code, any person who acquires an interest in shares
which, taken together with shares in which that person or any
person acting in concert with that person is interested, carry 30%
or more of the voting rights of a company which is subject to the
Code is normally required to make an offer to all the remaining
shareholders to acquire their shares.
Similarly, when any person, together with persons acting in
concert with that person, is interested in shares which in the
aggregate carry not less than 30 per cent. of the voting rights of
such a company but does not hold shares carrying more than 50 per
cent. of the voting rights of the company, an offer will normally
be required if any further interests in shares carrying voting
rights are acquired by such person or any person acting in concert
with that person.
The Code further provides, among other things, that where any
person who, together with persons acting in concert with that
person, holds shares carrying over 50 per cent. of the voting
rights of a company, acquires any further interests in shares
carrying voting rights, then that person will not generally be
required to make a general offer to the other shareholders to
acquire the balance of their shares, though individual members of a
concert party would not be able to increase their percentage
interests in shares through or between a Rule 9 threshold without
Panel consent.
An offer under Rule 9 must be made in cash at the highest price
paid by the person required to make the offer, or any person acting
in concert with such person, for any interest in shares of the
company during the 12 months prior to the announcement of the
offer.
At the time of the acquisition of CloudCoCo Limited by the
Company on 2 October 2019 (the "Acquisition"), the Company agreed
with the Panel that the following persons are acting in concert (as
defined in the Code): Mark and Caroline Halpin, Andy Mills, Graham
Collinson, Robert Speight, Chris Ormandy, Anton Murphy, Alexander
Tovey, Laurence Lewis, Adam Fossett and MXC Capital Limited (the
"Concert Party").
At the time of completion of the Acquisition, the Concert Party
held, in aggregate, 286,226,861 Ordinary Shares, representing
approximately 64.3 per cent. of the then issued share capital of
CloudCoCo. The Concert Party's aggregate shareholding remains at
286,226,861 Ordinary Shares but following the issue of Ordinary
Shares by the Company since the Acquisition, the Concert Party's
shareholding has been diluted and now represents approximately
40.53 per cent. of the current issued share capital of
CloudCoCo.
On 23 November 2020, and when the Concert Party held over 50 per
cent. of the issued share capital of the Company, certain members
of the Concert Party were issued, in aggregate, 14,605,000 options
over new Ordinary Shares pursuant to the CloudCoCo Option Schemes
(the "Concert Party Options"), representing approximately 2.07 per
cent. of the current issued share capital of the Company. Assuming
exercise in full by the members of the concert party of the Concert
Party Options, (and assuming that no other person converts any
convertible securities or exercises any options or any other right
to subscribe for shares in the Company), the members of the Concert
Party would have been interested in 300,831,861 Ordinary Shares,
representing approximately 41.73 per cent. of the enlarged voting
rights of the Company.
The exercise by the members of the concert party of the Concert
Party Options would normally trigger an obligation for an offer to
be made under Rule 9 of the Code. However, o n the basis that the
Concert Party Options were granted when the Concert Party held
shares carrying more than 50 per cent. of the voting rights in
CloudCoCo, the Panel has agreed to waive this obligation such that
there will be no requirement for an offer to be made in respect of
the exercise of the Concert Party Options.
A table showing the respective individual interests in Ordinary
Shares and Concert Party Options of the members of the concert
party is set out below.
Name Current % current Concert Employee Total Ordinary Max position*
shareholding issued Party Options Shares
share Options (Aug-2022) held if
capital (Nov-2020) all options
are exercised
Mark and Caroline
Halpin 140,713,578 19.93% 7,500,000 14,700,000 162,913,578 22.15%
-------------- ---------- ------------ ------------ --------------- --------------
Andy Mills 32,724,088 4.63% 0 0 32,724,088 4.45%
-------------- ---------- ------------ ------------ --------------- --------------
Graham Collinson 17,452,847 2.47% 4,000,000 0 21,452,847 2.92%
-------------- ---------- ------------ ------------ --------------- --------------
Robert Speight 10,908,029 1.54% 2,625,000 0 13,533,029 1.84%
-------------- ---------- ------------ ------------ --------------- --------------
Chris Ormandy 6,544,818 0.93% 0 0 6,544,818 0.89%
-------------- ---------- ------------ ------------ --------------- --------------
Anton Murphy 3,272,409 0.46% 0 0 3,272,409 0.44%
-------------- ---------- ------------ ------------ --------------- --------------
Alexander Tovey 2,727,007 0.39% 0 0 2,727,007 0.37%
-------------- ---------- ------------ ------------ --------------- --------------
Laurence Lewis 2,727,007 0.39% 0 0 2,727,007 0.37%
-------------- ---------- ------------ ------------ --------------- --------------
Adam Fossett 1,090,803 0.15% 480,000 0 1,570,803 0.21%
-------------- ---------- ------------ ------------ --------------- --------------
MXC Capital Limited 68,066,275 9.64% 0 0 68,066,275 9.25%
-------------- ---------- ------------ ------------ --------------- --------------
TOTAL 286,226,861 40.53% 14,605,000 14,700,000 315,531,861 42.90%
-------------- ---------- ------------ ------------ --------------- --------------
*assuming exercise in full by the members of the concert party
of the options, (and assuming that no other person converts any
convertible securities or exercises any options or any other right
to subscribe for shares in the Company).
The members of the concert party are interested in shares
carrying more than 30% of the voting rights of the Company but do
not hold shares carrying more than 50% of the voting rights of the
Company. For so long as they continue to be acting in concert, any
increase in their aggregate interest in shares, save for the
exercise of the Concert Party Options, will be subject to the
provisions of Rule 9 of the Code.
Contacts
CloudCoCo Group plc Via Alma PR
Mark Halpin (CEO)
Darron Giddens (CFO)
Allenby Capital Limited - (Nominated Tel: +44 (0)20 3328
Adviser & Broker) 5656
Jeremy Porter / Freddie Wooding -
Corporate Finance
Tony Quirke / Amrit Nahal - Sales
& Corporate Broking
Alma PR - (Financial PR Adviser)
David Ison
Josh Royston
Kieran Breheny
Pippa Crabtree
About CloudCoCo
Supported by a team of industry experts and harnessing a diverse
ecosystem of partnerships with blue-chip technology vendors,
CloudCoCo makes it easy for private and public sector organisations
to work smarter, faster and more securely by providing a single
point of purchase for their connectivity, telephony, cyber
security, cloud, IT hardware and support needs.
CloudCoCo has offices in Warrington, Leeds, Bournemouth and
Sheffield in the UK.
www.cloudcoco.co.uk
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