REG - Cambridge Cognition - Result of Placing and Subscription

Cambridge Cognition HoldingsAnnouncement

30/05/2024 07:00

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RNS Number : 3607Q  Cambridge Cognition Holdings PLC  30 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,
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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.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
(EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY
VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR").

 

30 May 2024

 

 

Cambridge Cognition Holdings plc

 

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

 

Result of Placing and Subscription

 

Cambridge Cognition Holdings plc (AIM: COG), which develops and markets
digital solutions to assess brain health, is pleased to announce the
completion of the Bookbuild, following the announcement of the proposed
Fundraising made on 29 May 2024. The Company has conditionally raised
approximately £2.5 million (before expenses) by way of a Placing and a
Subscription of in aggregate 6,250,000 New Shares at the Issue Price of 40
pence per share. The Issue Price represents a discount of approximately 10.1
per cent. to the closing middle market price of 44.5 pence per ordinary share
on 28 May 2024.

 

A total of 5,312,500 Placing Shares have been conditionally placed at the
Issue Price to raise gross proceeds of £2.1 million. In addition, an existing
Shareholder has conditionally agreed to subscribe for 937,500 Subscription
Shares as part of the Subscription at the Issue Price raising gross proceeds
of approximately £0.4 million.

 

The Company has also announced details of an Open Offer to be made to
Qualifying Shareholders to subscribe for an aggregate of up to 311,057 Open
Offer Shares at the Issue Price, to raise additional gross proceeds of up to
approximately £125,000 on the basis of 1 Open Offer Share for every 113
Existing Ordinary Shares held at the Record Date. Qualifying Shareholders
subscribing for their full entitlement under the Open Offer may also request
additional Open Offer Shares through the Excess Application Facility.

 

Completion of the Placing, Subscription and Open Offer remain conditional
upon, inter alia, the approval by Shareholders of the Resolutions to be
proposed at a General Meeting of the Company expected to be convened and held
at 9:00 a.m. on 17 June 2024 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.

 

Use of proceeds

 

The Company intends to use the net proceeds of the Fundraising (excluding the
Open Offer), being approximately £2.1 million for growth and technical and
business development activities to explore healthcare opportunities and
working capital purposes, including expansion of the Company's commercial team
to support greater reach and management of key relationships; continuation of
development projects and provision of balance sheet strength. Any excess funds
raised pursuant to the Open Offer will be applied towards working capital
needs and balance sheet strength.

 

Related Party Transaction and Director Participation

 

Certain Directors of the Company, being Steven Powell, Matthew Stork, Debra
Leeves and Stuart Gall, all of which are deemed to be a Related Party pursuant
to Rule 13 of the AIM Rules for Companies, have conditionally agreed to
subscribe for an aggregate of 155,000 Placing Shares at the Issue Price as set
out below ("Related Party Transaction"). Following completion of the Placing,
the Subscription and the Open Offer (assuming subscription for Open Offer
Shares in full), the above Directors will hold an aggregate interest in
602,825 Ordinary Shares, representing approximately 1.45 per cent. of the
Enlarged Share Capital of the Company.

 

 

 Director       Position                 New Shares being subscribed for  Total Ordinary Shares held on General Admission  Percentage of  enlarged share capital on General Admission (%)
 Steven Powell  Chairman                  30,000                          256,375                                          0.61
 Matthew Stork  Chief Executive Officer   62,500                          223,950                                          0.54
 Debra Leeves   Non-Executive Director    25,000                          85,000                                           0.20
 Stuart Gall    Non-Executive Director    37,500                          37,500                                           0.09

 

Richard Bungay, Nick Rodgers and Stephen Symonds, being the Directors who are
independent of the Related Party Transaction, having consulted with the
Company's nominated adviser, Panmure, consider that the terms of the Related
Party Transaction are fair and reasonable insofar as its shareholders are
concerned.

 

Admission and Settlement

Application will be made to the London Stock Exchange for the Placing Shares,
the Subscription Shares and the Open Offer Shares as are subscribed for to be
admitted to trading on AIM.

Subject to, amongst other things, approval of the Resolutions at the General
Meeting, EIS/VCT Admission is expected to take place, and dealings in the
EIS/VCT Shares, are expected to commence, at 8:00 a.m. on 18 June 2024 (or
such later time and/or date as may be agreed between the Company and the Joint
Bookrunners, being no later than 8:00 a.m. on 31 July 2024).

Subject to, amongst other things, approval of the Resolutions at the General
Meeting, General Admission is expected to take place, and dealings in the
General Placing Shares, the Subscription Shares and such number of Open Offer
Shares as are subscribed for are expected to commence, at 8:00 a.m. on 19 June
2024 (or such later time and/or date as may be agreed between the Company and
the Joint Bookrunners, being no later than 8:00 a.m. on 31 July 2024).

Upon Admission, and assuming full take up of the Open Offer Shares, the
Enlarged Share Capital is expected to be 41,710,429 Ordinary Shares. On this
basis, the New Shares will represent approximately 15.7 per cent. of the
Enlarged Share Capital.

Posting of Circular

A Circular to shareholders containing details of the Fundraising, including
the Open Offer and the terms and conditions on which it is being made
(including the procedure for application and payment) and convening the
General Meeting, is expected to be posted by 6:00 p.m. on 31 May 2024 and will
also be available on the Company's website around the same time
(https://cambridgecognition.com/ (https://cambridgecognition.com/) ).

 

Matthew Stork, CEO of Cambridge Cognition commented: "2024 will be a year of
driving commercialisation and profitability for Cambridge Cognition. We have
made good progress already, strengthening our commercial team with experienced
new hires and also reducing R&D and operating costs.  With the successful
fundraising we are announcing today, we are continuing to invest in further
growth and also supporting working capital. We are focused on executing our
growth strategy and delivering sustainable long-term profitability."

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 of 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/)

 

 

 

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 PLACING 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 Placing 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
Placing Shares or possession or distribution of this Announcement or any other
publicity material relating to such Placing 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 Placing 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 Placing, 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 Placing, 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 Placing, 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 Placing
Shares or the Placing 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.

 

 

 

 

 

APPENDIX

 

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.

 

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