Successful Fundraising upscaled to c. £5.57m
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Feedback plc, the clinical infrastructure specialist, is pleased to announce, following the announcement made earlier today, the successful completion of the Placing and Subscription at the Issue Price of 20 pence per share to raise in aggregate approximately £5.57 million. Panmure Liberum acted as Nominated Adviser, Sole Bookrunner and Sole Broker in connection with the Placing, conducted by way of an accelerated book build process.
The total gross proceeds of the Placing of approximately £5.50 million have been upsized from the initial target of £5.20 million, with a number of new investors participating in the Placing alongside existing Shareholders. Additional demand above £5.50 million was subject to scale back.
In addition to the Placing, certain of the Directors of the Company and other existing Shareholders have conditionally subscribed for 352,500 New Ordinary Shares at the Issue Price through the Subscription raising £70,500.
Together, the Placing and the Subscription will raise gross proceeds of approximately £5.57 million through the issue of an aggregate 27,852,500 New Ordinary Shares.
The Issue Price represents a discount of approximately 55 per cent. to the closing mid-market price of 44.5 pence per Ordinary Share on 1 November 2024, being the last practicable date prior to the Launch Announcement.
RETAIL OFFER
As announced earlier today, the Company also launched the Retail Offer through the Winterflood Retail Access platform to raise up to a further £1 million of gross proceeds (the "Retail Offer" and together with the Placing and Subscription, the "Fundraising"). The Retail Offer is expected to close at 4:30 p.m. on 5 November 2024, or such later time and date as the Company, Panmure Liberum and Winterflood may agree, the results of which are expected to be announced on or around 6 November 2024.
Admission
Application will be made for the Placing Shares, Subscription Shares and Retail Offer Shares to be admitted to trading on AIM, which is expected to occur at 8.00 a.m. on 29 November 2024, subject to, amongst other things, the approval of the Fundraising Resolutions at the Annual General Meeting.
Related Party Transactions
Shareholder participation
Unicorn Asset Management ("Unicorn") and Octopus Investments ("Octopus") are considered to be related parties of the Company for the purposes of Rule 13 of the AIM Rules for Companies by virtue of their status as substantial shareholders of the Company.
Unicorn has conditionally agreed to subscribe for 4,500,000 Placing Shares, and Octopus has conditionally agreed to subscribe for 275,000 Placing Shares, both at the Issue Price, as part of the Placing (the "Shareholder RPT").
Additionally Unicorn has provided an irrevocable agreement to vote in favour of the Fundraising Resolutions at the AGM in respect of their own beneficial holdings totalling 2,428,571 Ordinary Shares, representing approximately 18.2 per cent. of the Company's existing issued share capital.
Director participation
The following Directors, all of which are deemed to be related parties pursuant to Rule 13 of the AIM Rules for Companies, have conditionally subscribed for New Ordinary Shares at the Issue Price in the following amounts as part of the Subscription (the "Directors' RPT"):
| Director | Existing beneficial shareholding | New Ordinary Shares subscribed for | Shareholding on Admission | Shareholding as a percentage of the Enlarged Share Capital upon Admission* |
|---|---|---|---|---|
| Rory Shaw | 78,573 | 25,000 | 103,573 | 0.2 |
| Tom Oakley | - | 50,000 | 50,000 | 0.1 |
| Anesh Patel | - | 30,000 | 30,000 | 0.1 |
| Annemijn Eschauzier | 18 | 37,500 | 37,518 | 0.1 |
| Adam Denning | 14,794 | 10,000 | 24,794 | 0.1 |
*assuming the Retail Offer is fully subscribed
Philipp Prince, being the Director who is independent of the Shareholder RPT and the Directors' RPT (together the "Related Party Transactions"), having consulted with the Company's nominated adviser, Panmure Liberum, considers the terms of the Related Party Transactions to be fair and reasonable insofar as the Company's shareholders are concerned.
Notice of Annual General Meeting
The Fundraising is conditional upon, inter alia, the passing of the Fundraising Resolutions at the Annual General Meeting which is expected to be held at Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0DT at 1.00 p.m. on 28 November 2024. The Company intends to publish and send a circular to Shareholders containing details of the Fundraising, Notice of Annual General Meeting and the Form of Proxy on or around 5 November 2024. The Circular will also be available on the Company's website: https://feedbackmedical.com/.
| 2 | Reason for the notification | |
| a) | Position/status | 1. N on-executive Chairman 2. Chief Executive Officer 3. Chief Financial Officer 4. Non-executive Director 5. Non-executive Director |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Feedback plc |
| b) | LEI | 213800UGOF2GT2U2RV90 |
| a) | Description of the financial instrument, type of instrument | New Ordinary Shares of £0.01 each |
| Identification code | GB00BJN59X09 | |
| b) | Nature of the transaction | Purchase of shares |
| c) | Price(s) and volume(s) | |
| Purchase Price | Volume | |
| 1. 2 0 pence | 1. 2 5,000 | |
| 2. 2 0 pence | 2. 5 0,000 | |
| 3. 2 0 pence | 3. 3 0,000 | |
| 4. 2 0 pence | 4. 3 7,500 | |
| 5. 2 0 pence | 5. 1 0,000 | |
| d) | Aggregated information | |
| - Aggregated volume | 1 52,500 shares | |
| 2 0 pence | ||
| - Price | ||
| e) | Date of the transaction | 4 November 2024 |
| f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) |
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