REG - Cambridge Cognition - Circular Publication and Notice of General Meeting

Cambridge Cognition HoldingsAnnouncement

31/05/2024 07:00

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RNS Number : 5446Q  Cambridge Cognition Holdings PLC  31 May 2024

 

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN
CAMBRIDGE COGNITION HOLDINGS PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

31 May 2024

 

Cambridge Cognition Holdings plc

 

("Cambridge Cognition", the "Company" or the "Group")

 

Publication of Circular and Notice of General Meeting

 

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/ (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
(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
(file:///C%3A/Users/wzhang/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/FX9UMVN4/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.

 

Enquiries:

 

 Cambridge Cognition Holdings plc                                     Tel: 012 2381 0700

 Matthew Stork, Chief Executive Officer                               press@camcog.com (mailto:press@camcog.com)

 Stephen Symonds, Chief Financial Officer

 Panmure Gordon (UK) Limited (NOMAD and Joint Broker)                 Tel: 020 7886 2968

 Emma Earl / Freddy Crossley / Mark Rogers                            (Corporate Finance)

 Rupert Dearden                                                       (Corporate Broking)

 Dowgate Capital Limited (Joint Broker)                               Tel: 020 3903 7715

 David Poutney / Nicholas
 Chambers

 Hudson Sandler (Financial PR and IR)                                 Tel: 020 7796 4133

 Dan de Belder / Hattie Dreyfus                                       cog@hudsonsandler.com (mailto:cog@hudsonsandler.com)

 

Notes to Editors

 

About Cambridge Cognition

 

Cambridge Cognition is a technology company developing digital health products
to better understand, detect and treat conditions affecting brain health. The
Company's software products assess cognitive health in patients worldwide to
improve clinical trial outcomes, identify and stratify patients early and
improve global efficiency in pharmaceutical and healthcare industries.

 

For further information visit: https://cambridgecognition.com/
(https://cambridgecognition.com/)

 

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Event                                                                           Date
 Record date for entitlements under the Open Offer                               6:00 p.m. on 29 May 2024
 Ex-entitlement date of the Open Offer                                           8:00 a.m. on 31 May 2024
 Posting of the Circular                                                         31 May 2024
 Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to    as soon as possible after 8:00 a.m. on 3 June 2024
 stock accounts of Qualifying CREST Shareholders

 Recommended latest time for requesting withdrawal of Open Offer Entitlements    4:30 p.m. on 10 June 2024
 from CREST
 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      3:00 p.m. on 12 June 2024
 market claims only)
 Latest time and date for receipt of proxy votes to be valid at the General      9:00 a.m. on 13 June 2024
 Meeting
 Latest time and date for receipt of completed Application Forms and payment in  11:00 a.m. on 14 June 2024
 full under the Open Offer and settlement of relevant CREST instructions (as
 appropriate)
 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       8:00 a.m. on 19 June 2024
 Subscription Shares and the Open Offer Shares

 CREST accounts to be credited with General Placing Shares, the Subscription     as soon as possible on 19 June 2024
 Shares and the Open Offer Shares

 Despatch of definitive share certificates for New Shares in certificated form   by 26 June 2024

Notes

1.      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.

2.        References to times in this announcement are to London time
unless otherwise stated.

 

 

 

 

IMPORTANT NOTICES

 

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER
TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS), ANY STATE OF THE UNITED STATES AND THE DISTRICT
OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, SOUTH
AFRICA, JAPAN, HONG KONG OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE NEW SHARES IS BEING MADE
IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

 

This Announcement is not for public release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa, Japan, Hong Kong or any other
jurisdiction in which such release, publication or distribution would be
unlawful.

 

The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "US Securities Act"),
and may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States, or under the securities laws of
Australia, Canada, the Republic of South Africa, Japan, Hong Kong or any
state, province or territory thereof or any other jurisdiction outside the
United Kingdom, except pursuant to an applicable exemption from the
registration requirements and in compliance with any applicable securities
laws of any state, province or other jurisdiction of Australia, Canada, the
Republic of South Africa, Japan or Hong Kong (as the case may be).

 

No public offering of the New Shares is being made in the United States,
Australia, Canada, the Republic of South Africa, Japan, Hong Kong or
elsewhere.

 

No action has been taken by the Company, Panmure Gordon, Dowgate or any of
their respective affiliates, or any of its or their respective directors,
officers, partners, employees, advisers, consultants and/or agents
(collectively, "Representatives") that would permit a public offer of the New
Shares or possession or distribution of this Announcement or any other
publicity material relating to such New Shares in any jurisdiction where
action for that purpose is required. Persons receiving this Announcement are
required to inform themselves about and to observe any restrictions contained
in this Announcement. Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking any action.
Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so.

 

No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this Announcement
or the Fundraising and no such prospectus is required to be published.

 

Certain statements in this Announcement are forward-looking statements with
respect to the Company's expectations, intentions and projections regarding
its future performance, strategic initiatives, anticipated events or trends
and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial
results, are forward-looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may be deemed
to be, forward‐looking statements. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of similar
meaning or the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are a number
of factors including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those expressed or
implied by these forward‐looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Company's ability to
control or estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of other market
participants, the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and regulatory
framework in which the Company operates or in economic or technological trends
or conditions, including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and uncertainties,
readers are cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of this
Announcement. Each of the Company, Panmure Gordon and Dowgate expressly
disclaims any obligation or undertaking to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise unless required to do so by applicable law or regulation.

 

Panmure Gordon and Dowgate are authorised and regulated in the United Kingdom
by the FCA and are acting exclusively as joint bookrunner for the Company and
no one else in connection with the Fundraising, the contents of this
Announcement or any other matters described in this Announcement. Panmure
Gordon is also acting as Nominated Adviser to the Company for the purposes of
the AIM Rules. Panmure Gordon and Dowgate will not regard any other person as
its client in relation to the Fundraising, the content of this Announcement or
any other matters described in this Announcement and will not be responsible
to anyone (including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice to any other
person in relation to the Fundraising, the content of this Announcement or any
other matters referred to in this Announcement. Panmure Gordon's
responsibilities as Nominated Adviser to the Company are owed solely to the
London Stock Exchange and are not owed to the Company or to any Director or to
any other person.

 

This Announcement is being issued by and is the sole responsibility of the
Company. 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 or on behalf of Panmure Gordon or Dowgate (apart from the
responsibilities or liabilities that may be imposed by FSMA or the regulatory
regime established thereunder) and/or by any of its affiliates and/or any of
its Representatives as to, or in relation to, the accuracy, adequacy, fairness
or completeness of this Announcement or any other written or oral information
made available to or publicly available to any interested party or their
respective advisers or any other statement made or purported to be made by or
on behalf of Panmure Gordon, Dowgate and/or any of their affiliates and/or by
any of their Representatives in connection with the Company, the New Shares or
the Fundraising and any responsibility and liability whether arising in tort,
contract or otherwise therefor is expressly disclaimed. No representation or
warranty, express or implied, is made by Panmure Gordon, Dowgate and/or any of
their affiliates and/or any of their Representatives as to the accuracy,
fairness, verification, completeness or sufficiency of the information or
opinions contained in this Announcement or any other written or oral
information made available to or publicly available to any interested party or
their respective advisers, and any liability therefor is expressly disclaimed.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.

 

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

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