Circular Publication and Notice of General Meeting
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Cambridge Cognition Holdings plc (AIM: COG), which develops and markets digital solutions to assess brain health, announces that further to the announcement on 30 May 2024 confirming the results of the Placing and Subscription, a Circular will shortly be published on the Company's website, https://cambridgecognition.com/, and will be posted to Shareholders later today. The Circular contains further information on the Company, the Fundraising, the terms and conditions of the Open Offer and Notice of General Meeting to be held at 9:00 a.m. on 17 June 2024.
In order to provide Qualifying Shareholders with an opportunity to participate in the Fundraising at the Issue Price, the Company will today make the Open Offer to Qualifying Shareholders on the terms and conditions set out in the Circular. The Open Offer provides all Qualifying Shareholders with the opportunity to subscribe at the Issue Price of 40 pence per share for an aggregate of up to 311,057 Open Offer shares to raise gross proceeds of up to approximately £125,000 for the Company, on the basis of:
1 Open Offer Share for every 113 Ordinary Shares held on the Record Date
Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares as an Excess Entitlement, up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer.
The latest time for application and payment in full under the Open Offer is 11:00 a.m. on 14 June 2024.
Proxy votes must be received no later than 9:00 a.m. on 13 June 2024. Shareholders should complete and submit a Form of Proxy (whether online or by requesting a hard copy directly from the Registrar, Link Group on Tel: 0371 664 0321). Shareholders will not receive a hard copy form of proxy for the General Meeting in the post. Instead, Shareholders will be able to vote electronically using the Link Investor Centre app or the link https://investorcentre.linkgroup.co.uk/Login/Login. Shareholders will need to log into their Link Investor Centre account or register if they have not previously done so. To register they will need their Investor Code, detailed on their share certificate or available from the Registrar, Link Group. The Form of Proxy (if completed in hard copy) must be received by the Company's registrars, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, by no later than at 9:00 a.m. on 13 June 2024.
CREST members can also appoint proxies by using the CREST electronic appointment service and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by Link (under CREST participant RA10) by no later than at 9:00 a.m. on 13 June 2024. The time of receipt will be taken to be the time from which Link is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io and refer to the notes to the Notice of General Meeting at Part VI of the Circular.
Completion of the Placing, Subscription and Open Offer remain conditional upon, inter alia, the approval by Shareholders of the Resolutions at the General Meeting and Admission occurring. The Placing is also conditional upon the Placing and Open Offer Agreement between the Company, Panmure and Dowgate becoming unconditional and not being terminated in accordance with its terms.
Unless otherwise stated, capitalised terms not otherwise defined in the text of this announcement have the same meanings ascribed to them as in the "Proposed Placing, Subscription and Open Offer" announcement published by the Company on 29 May 2024. The expected timetable of the principal events is set out in the Appendix to this announcement.
| Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders | as soon as possible after 8:00 a.m. on 3 June 2024 |
| Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST | 4:30 p.m. on 10 June 2024 |
| Latest time and date for depositing Open Offer Entitlements into CREST | 3:00 p.m. on 11 June 2024 |
| Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) | 3:00 p.m. on 12 June 2024 |
| Latest time and date for receipt of proxy votes to be valid at the General Meeting | 9:00 a.m. on 13 June 2024 |
| Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) | 11:00 a.m. on 14 June 2024 |
| General Meeting | 9:00 a.m. on 17 June 2024 |
| Publication of the results of the Open Offer and the General Meeting | 17 June 2024 |
| Admission and commencement of dealings in the EIS/VCT Shares | 8:00 a.m. on 18 June 2024 |
| CREST accounts to be credited with EIS/VCT Shares | as soon as possible on 18 June 2024 |
| Admission and commencement of dealings in the General Placing Shares, the Subscription Shares and the Open Offer Shares | 8:00 a.m. on 19 June 2024 |
| CREST accounts to be credited with General Placing Shares, the Subscription Shares and the Open Offer Shares | as soon as possible on 19 June 2024 |
| Despatch of definitive share certificates for New Shares in certificated form | by 26 June 2024 |
Notes
- Each of the times and dates mentioned in this announcement is subject to change by the Company (with the agreement of the Joint Bookrunners), in which event details of the new times and dates will be notified to London Stock Exchange and the Company will make an appropriate announcement to a Regulatory Information Service.
- References to times in this announcement are to London time unless otherwise stated.
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