TIDMBKS
RNS Number : 2320H
Beeks Financial Cloud Group PLC
05 April 2022
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, 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 Fundraising
5 April 2022 - 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
GBP15 million at a price of 165 pence per Ordinary Share (the
"Issue Price") through the aggregate issuance of 9,090,910 New
Ordinary Shares, comprising 8,787,879 Placing Shares and 303,031
PrimaryBid Shares. In addition, the Vendor has sold 1,696,970 Sale
Shares at the same Issue Price to raise gross sale proceeds of
approximately GBP2.8 million.
The Fundraising was significantly oversubscribed.
Completion of the Fundraising 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 22 April 2022.
A Circular containing further details of the Fundraising
including a formal Notice convening the General Meeting is expected
to be despatched to Shareholders on or around 6 April 2022 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.
Gordon McArthur, Beeks CEO, commented:
"We would like to thank all new and existing investors who have
participated in the fundraising for their support. With financial
services organisations accelerating their cloud transition
strategies, we see a huge opportunity ahead for our Private Cloud,
Proximity Cloud and Exchange Cloud offerings, and are focused on
the conversion of our record sales pipeline and execution of our
product roadmap."
Director / PDMR Shareholdings
As part of the Sale Share 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 26,290,410* 1,696,970 24,593,440* 37.6
*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 will be subject to a lockup for a period of
12 months following completion of the Fundraising, subject to
certain customary exceptions.
Related Party Transaction
Canaccord Genuity Wealth Management (the "Related Party"), by
virtue of being a substantial shareholder (as defined in the AIM
Rules) is classified as a related party (as defined in the AIM
Rules) of the Company. The participation by the Related Party in
the Placing element of the Fundraising is considered to be a
"related party transaction" under Rule 13 of the AIM Rules. The
Directors consider, having consulted with the Company's nominated
adviser that the terms of the participation by the Related Party in
the Fundraising are fair and reasonable insofar as Shareholders are
concerned.
The Fundraising and settlement
The New Ordinary Shares represent approximately 16.1 per cent.
of the Existing Ordinary Shares of the Company, raising gross
proceeds of approximately GBP15 million for the Company. The Issue
Price represents a discount of 3.8 per cent. to the closing price
of 171.5 pence per Ordinary Share on 1 April 2022, 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 the PrimaryBid Shares and
Admission are expected to take place on or before 8.00 a.m. on 25
April 2022. The New Share 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 22 April 2022. The PrimaryBid Offer is
conditional, among other things, on completion of the Placing
having taken place in accordance with its terms. The Notice
convening the General Meeting will be set out in the Circular
expected to be sent to Shareholders on or around 6 April 2022.
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 65,406,764 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
Canaccord Genuity - Nominated Adviser +44 (0)20 7523
and Broker 8000
Adam James / Patrick Dolaghan
Sam Lucas
Alma PR +44(0)20 3405 0205
Caroline Forde / Hilary Buchanan
/ Joe Pederzolli
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 22
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
---------------------------------------- ---------------------------------
2 Reason for the notification
---------------------------------------------------------------------------
a) Position/status Chief Executive Officer
---------------------------------------- ---------------------------------
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)
---------------------------------------- ----------------- --------------
165 pence 1,696,970
--------------------------------------------------------------- --------------
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 5 April 2022
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f) Place of the transaction Outside of a trading venue
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END
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