TIDMBKS
RNS Number : 5937U
Beeks Financial Cloud Group PLC
07 April 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) 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, 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 OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING
MEMORANDUM OR AN OFFER IN RESPECT OF ANY SECURITIES AND IS NOT
INTED TO PROVIDE THE BASIS FOR ANY INVESTMENT DECISION IN RESPECT
OF BEEKS FINANCIAL CLOUD GROUP PLC OR OTHER EVALUATION OF ANY
SECURITIES OF BEEKS FINANCIAL CLOUD GROUP PLC OR ANY OTHER ENTITY
AND SHOULD NOT BE CONSIDERED AS A RECOMMATION THAT ANY INVESTOR
SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO
SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF
BEEKS FINANCIAL CLOUD GROUP PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014)
AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
Beeks Financial Cloud Group plc
("Beeks", the "Group" or the "Company")
Result of Placing
7 April 2021 - Beeks Financial Cloud Group plc (AIM: BKS), a
cloud computing and connectivity provider for financial markets, is
pleased to announce the successful completion of the Placing
announced yesterday (the "Placing Announcement").
The Company has raised total gross proceeds of approximately
GBP5.0 million at a price of 115 pence per Ordinary Share (the
"Placing Price") through the issuance of 4,347,827 New Ordinary
Shares. In addition, the Vendor has sold 434,783 Sale Shares at the
same Placing Price to raise gross sale proceeds of approximately
GBP0.5 million.
Completion of the Placing is conditional, inter alia, upon the
passing of the Resolutions by Shareholders to authorise the issue
of the New Ordinary Shares at the General Meeting expected to be
held at 11:00a.m. on 23 April 2021.
A Circular containing further details of the Placing including a
formal Notice convening the General Meeting is expected to be
despatched to Shareholders on or around 7 April 2021 and will
thereafter be available on the Company's website at
www.beeksgroup.com/investor-relations/documents/.
Canaccord Genuity acted as nominated adviser and sole bookrunner
in connection with the Placing.
Director / PDMR Shareholdings
As part of the Secondary Placing, Canaccord Genuity placed the
Sale Shares on behalf of the Vendor as follows:
Number of Number of Percentage of
Existing Ordinary Shares Enlarged Share
Ordinary Number of to be held Capital on Admission
Director/PDMR Shares Sale Shares on Admission (%)
Gordon McArthur 27,475,193* 434,783 27,040,410* 48.2
*Includes 740,000 Ordinary Shares held by Gordon McArthur's
wife, Claire McArthur.
The notifications below, made in accordance with the
requirements of the MAR, provide further detail. The remaining
holding of the Vendor is not subject to a lockup.
The Placing and settlement
The New Ordinary Shares represent approximately 8.4 per cent. of
the Existing Ordinary Shares of the Company, raising gross proceeds
of approximately GBP5.0 million for the Company. The Placing Price
represents a discount of 3.8 per cent. to the closing price of
119.5 pence per Ordinary Share on 1 April 2021, being the last
practicable date prior to the publication of the Placing
Announcement.
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the Existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM.
Settlement for the Placing Shares and Admission are expected to
take place on or before 8.00 a.m. on 26 April 2021. The Placing is
conditional upon, among other things, Admission becoming effective,
the Placing Agreement not being terminated in accordance with its
terms and the passing of the Resolutions by the Shareholders at the
General Meeting expected to be held at 11:00 a.m. on 23 April 2021.
The Notice convening the General Meeting will be set out in the
Circular expected to be sent to Shareholders on or around 7 April
2021.
Total voting rights
Following Admission (and assuming that no other Ordinary Shares
are issued following the date of this Announcement), the Company
will have a total of 56,051,149 Ordinary Shares in issue, with no
Ordinary Shares held in treasury. Therefore, following Admission
(and assuming that no other Ordinary Shares are issued following
the date of this Announcement), this figure may be used by
Shareholders as the denominator for the calculations by which they
determine if they are required to notify their interest in, or a
change in their interest in, the Company under the Disclosure
Guidance and Transparency Rules of the Financial Conduct
Authority.
Capitalised terms used in this Announcement have the meanings
given to them in the Placing Announcement, unless the context
provides otherwise.
The person responsible for arranging the release of this
Announcement on behalf of the Company is Fraser McDonald, a
director of the Company.
For further information please contact:
Beeks Financial Cloud Group plc
Gordon McArthur, CEO via Alma PR
Fraser McDonald, CFO
+44 (0)20 7523
Canaccord Genuity 8000
Adam James / Sam Lucas / Angelos
Vlatakis
Alma PR +44(0)20 3405 0212
Caroline Forde / Helena Bogle /
Josh Royston
ABOUT BEEKS FINANCIAL CLOUD
Beeks Financial Cloud is a leading cloud computing, connectivity
and analytics provider for financial services. Our cloud-based
Infrastructure-as-a-Service (IaaS) model allows financial
organisations the flexibility and agility to deploy and connect to
a variety of exchanges, trading venues and cloud service providers
at a fraction of the cost of building their own networks and
infrastructure. Based in the UK with an international network of 19
datacentres, Beeks supports its global customers at scale in the
leading financial centres.
For more information, visit: www.beeksfinancialcloud.com
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
IMPORTANT NOTICES
This Announcement may contain, or may be deemed to contain,
"forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to
its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use
words such as "aim", "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its affiliates operate, the
effect of volatility in the equity, capital and credit markets on
the Company's profitability and ability to access capital and
credit, a decline in the Company's credit ratings, the effect of
operational risks, and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the
Company may differ materially from the plans, goals and
expectations set forth in any forward-looking statements. Any
forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this Announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Canaccord Genuity or any of its
respective affiliates, agents, directors, officers, consultants,
partners or employees as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
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 Gordon McArthur
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2 Reason for the notification
---------------------------------------------------------------------------
a) Position/status Chief Executive Officer
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b) Initial notification/Amendment Initial Notification
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3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------
a) Name Beeks Financial Cloud Group
plc
---------------------------------------- ---------------------------------
b) LEI 13800XD729OTYVOMR79
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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 Ordinary shares of 1.25p each
instrument, type of instrument
---------------------------------------- ---------------------------------
Identification code ISIN: GB00BZ0X8W18
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b) Nature of the transaction Sale of Ordinary Shares
---------------------------------------- ---------------------------------
c) Price(s) and volumes(s) Price(s) Volume(s)
---------------------------------------- ----------------- --------------
115 pence 434,783
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d) Aggregated information N/A (single transaction)
---------------------------------------- ---------------------------------
Aggregated volume N/A (single transaction)
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Price N/A (single transaction)
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e) Date of the transaction 7 April 2021
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f) Place of the transaction Outside of a trading venue
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END
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