NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure payment solutions for business communications, announces that further to the announcement made today regarding the proposed Fundraising, the Company has raised total gross proceeds of approximately £5.5 million through the Placing of 5,139,473 new Ordinary Shares ("Placing Shares") and a direct subscription with the Company for a further 650,000 new Ordinary Shares ("Subscription Shares", together with the Placing Shares the "Fundraising Shares"), in each case at a price of 95 pence per Ordinary Share. The Fundraising Shares represent approximately 9.7% of the Company's current issued share capital (excluding shares held in treasury).
Highlights of Fundraising:
- Opportunity to accelerate growth, capitalising on the solid foundations built in the UK and US by expanding the Company's addressable market into Mainland Europe, Canada, and Australia.
- Leveraging existing global reseller relationships with presence in the new territories, as well as the opportunity to expand its partner-base with new regional partnerships serviced by local sales and marketing resources.
- Further investment in Partner and Customer Success to allow the business to continue to achieve low churn as well as driving positive net retention long term.
- Improving the operational gearing potential of the Company's SaaS technology and channel sales model through the increase in addressable market
- Increased investment into engineering and product to further accelerate the evolution and efficiencies of its core product set and features.
James Barham, Chief Executive Officer of PCI-Pal, commented:
"It is hugely exciting for the business to be able to take this next funding step as we continue to build up towards our long term growth ambitions, particularly with the support of both existing and new investors in the UK and North America.
"We feel that we have experienced a significant momentum shift and have a recognised market strength that we have built up through our activities in the UK and US to date. Our early adoption of cloud-only services in our space, available globally, as well as our channel-first sales focus, puts us in a position of strength in our market to be able to capitalise on the global opportunity ahead of us.
"We are confident that this funding support will enable the business to gain increased global market share and allow us to lead the way in our space where secure payment services are becoming embedded into the fabric of business communications technologies."
Investor Presentation: 17:00 on Tuesday 11 May 2021
The Directors will hold an investor presentation to update on the fundraising at 17:00 (UK Time) on 11 May 2021.
The presentation will be hosted through the digital platform Investor Meet Company. Investors can sign up to Investor Meet Company and add to meet PCI-PAL PLC via the following link https://www.investormeetcompany.com/pci-pal-plc/register-investor. For those investors who have already registered and added to meet the Company, they will automatically be invited.
Questions can be submitted pre-event to [email protected] or in real time during the presentation via the "Ask a Question" function.
Related Party Transactions
James Barham has subscribed for 9,747 Placing Shares. Following this transaction, James Barham is interested in 148,559 Ordinary Shares, representing approximately 0.23 per cent. of the Company's enlarged issued share capital following Admission (excluding shares held in treasury).
The issue of Placing Shares to James Barham constitutes a related party transaction pursuant to Rule 13 of the AIM Rules by virtue of his status as a Director of the Company. The independent directors (being all of the Directors save for James Barham for this purpose), consider, having consulted with the Company's nominated adviser, finnCap, that the terms of the Placing with James Barham are fair and reasonable insofar as the Company's Shareholders are concerned.
Canaccord Genuity Group ("Canaccord Genuity"), has agreed to subscribe for 1,344,512 Placing Shares. Canaccord Genuity is deemed to be a related party company for the purposes of the AIM Rules by virtue of its status as a substantial shareholder holding 10% or more of the existing Ordinary Shares.
The Board consider, having consulted with the Company's nominated adviser, finnCap, that the terms upon which Canaccord Genuity is participating in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.
Total Voting Rights
Application will be made to the London Stock Exchange for 5,789,473 new Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective and trading will commence at 8.00 a.m. on 7 May 2021.
Following Admission, the Company's issued share capital will consist of 65,404,818 Ordinary Shares. The Company holds 167,229 Ordinary Shares in Treasury, therefore on Admission the total number of voting rights will be 65,237,589. This figure may be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Company's announcement released today.
For further information, please contact:
Via Walbrook PR
James Barham - Chief Executive Officer
William Good - Chief Financial Officer
finnCap (Nominated Adviser and Broker)
+44 (0) 20 7227 0500
Marc Milmo/Simon Hicks (Corporate Finance)
Richard Chambers (Corporate Broking)
+44 (0) 20 7933 8780
Tom Cooper/Paul Vann
+44 (0) 797 122 1972
About PCI Pal:
PCI Pal is a leading provider of Software-as-a-Service ("SaaS") solutions that empower companies to take payments from their customers securely, adhere to strict industry governance, and remove their business from the significant risks posed by non-compliance and data loss. Our products secure payments and data in any business communications environment including voice, chat, social, email, and contact centre. We are integrated to, and resold by, some of the worlds' leading business communications vendors, as well as major payment service providers.
The entirety of our product-base is available from our global cloud platform hosted in Amazon Web Services ("AWS"), with regional instances across EMEA, North America, and Australia.
IMPORTANT NOTICES AND DISCLAIMER
This Announcement has been issued by and is the sole responsibility of the Company.
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (as defined below)) to be published.
This Announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investment and who are: (a) if in a member state of the European Economic Area, "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129(the "EU Prospectus Regulation") ("EU Qualified Investors"); (b) if in the United Kingdom, "qualified investors" as defined in Article 2€ of the EU Prospectus Regulation which forms part of retained EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") and who (i) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) fall within article 49(2)(a) to (d) of the Order and are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"); (c) persons in Canada that are (i) "accredited investors" within the meaning of section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities Act (Ontario), as applicable, and that are either purchasing the Ordinary Shares as principal for their own account, or are deemed to be purchasing the Ordinary Shares as principal for their own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (ii) not created or used solely to purchase or hold the Ordinary Shares as an accredited investor under NI 45-106; and (iii) "permitted clients" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions And Ongoing Registrant Obligations and (e) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.
finnCap Ltd, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as Nominated Adviser, broker and sole bookrunner to the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap by the FSMA or by the regulatory regime established under it, and except in the event of their committing fraud, neither finnCap nor any of its respective affiliates accepts any responsibility whatsoever for the accuracy, completeness or sufficiency of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of finnCap or any of its respective affiliates in connection with the Company, the Ordinary Shares or the Fundraising. finnCap and each of its respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement.
The distribution of this Announcement and the offering of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or finnCap that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and finnCap to inform themselves about, and to observe, such restrictions.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law or regulation, neither the Company nor finnCap nor their respective affiliates assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.
No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.
The New Ordinary Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. Any investment decision to buy Ordinary Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by finnCap. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.