Toople PLC Repayment of Debt and Private Placing (2187A)
May 28 2019 - 1:01AM
UK Regulatory
TIDMTOOP
RNS Number : 2187A
Toople PLC
28 May 2019
Strictly embargoed until: 07.00: 28 May 2019
Toople PLC
("Toople" or the "Company")
Repayment of Debt and Private Placing
Toople Plc (LSE: TOOP), a provider of bespoke telecom services
to UK SMEs, is pleased to announce that it has raised gross
proceeds of GBP662,231 from the placing of 189,208,896 new ordinary
shares of 0.0667 pence each in the Company at a price of 0.35 pence
per share (the "Placing"). Application is being made for the new
shares to be admitted to trading, which is expected to be on or
around 3 June 2019.
The Company proposes to use the funds to redeem the outstanding
loan to the Company from David Breith ("the Loan") at a substantial
discount to its book value, as well investing further in the
business to accelerate the sign up of new customers, who over the
life of their fixed term contracts will contribute to increased
revenues for the Company.
The Loan originated when Mr Breith lent funds to the Company
when he was a director of Toople. At the time of the Company's
admission to the Official List of the London Stock Exchange
("Admission") in May 2016, Mr Breith had made loans totalling
GBP750,000 to the Company and prior to Admission he entered into an
agreement to formalise the Loan such that, inter alia, it was
interest free and not repayable for three years from Admission and
then only in the event that the Company is in profit and has
sufficient funds to make the repayment. In May 2017, the Company
and Mr Breith entered into a deed of variation to restate the
balance owed under the Loan to GBP606,756 with all other terms
remaining in place.
The conditions for repayment of the Loan have not yet been met
and so the amount outstanding remains at the restated balance of
GBP606,756 and was disclosed at a present value of GBP601,327 in
the 2019 interim results based on current International Financial
Reporting Standards. Mr Breith has now agreed to accept a payment
of GBP150,000 in full and final settlement of the Loan, subject to
this payment being made by 31 May 2019.
The new Ordinary Shares will rank pari passu with the existing
Ordinary Shares of the Company. Following completion of the
Placing, the Company's issued share capital will comprise of
1,143,589,455 Ordinary Shares (including the 189,208,896 new
Ordinary Shares). This figure of 1,143,589,455 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.
Commenting, Andy Hollingworth, CEO at Toople commented:
"We were approached by our brokers, who had received demand from
their clients to invest further in our business as they are pleased
with the substantial financial and operational progress we have
made in the last twelve months. Given the demand and the
opportunity to repay the Company's debt at a significant discount
to book value, the Board believes that the Placing is very much in
the interest of all shareholders. We were delighted that investor
interest was such that the Placing utilised all of the share
authorities that were granted at the recent AGM."
"Once the Loan has been repaid, the Company will use the
remaining funds raised to invest further in its digital marketing
strategy to increase the rate of customer enquiries and
correspondingly to improve conversion rates. Given that these
customers are typically signing two year fixed contracts, we
believe that the Company can use this opportunity to accelerate its
timeframe to cash generation and profitability."
This announcement contains inside information for the purposes
of Article 7 of the Regulation (EU) No 596/2014 on market
abuse.
-ends-
For further information please visit www.toople.com or
contact:
Toople PLC Tel: 0800 0499 499
Andy Hollingworth, Chief Executive
Officer /
Kevin Lawrence, Chief Financial
Officer
Cairn Financial Advisers LLP Tel: 020 7213 0880
David Coffman / Richard Nash
Novum Securities Limited Tel: 020 7399 9400
Colin Rowbury
Turner Pope Investments Limited Tel: 020 3621 4120
Andy Thacker
Belvedere Communications Tel: 020 3687 2754
John West / Llew Angus
About Toople PLC
Toople Plc, a company incorporated in the UK provides a range of
telecoms services primarily targeted at the UK SME market. 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 through Merlin, the Group's proprietary
software platform.
The Group is differentiated by its focus on creating small
business connectivity solutions, with robust and reliable packages
that will enhance our customer's companies. In addition, our vision
is based on trust and transparency, with no hidden fees within our
pricing policy providing customers with a clear understanding of
cost.
Toople Plc has a strong and highly experienced Board and
management team who are focused on growing the business both
organically and by identifying earnings enhancing strategic
acquisition opportunities.
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END
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