REG - Cambridge Cognition - Results of GM, Open Offer, TVR and PDMR Dealing

Cambridge Cognition HoldingsAnnouncement

17/06/2024 12:45

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RNS Number : 7327S  Cambridge Cognition Holdings PLC  17 June 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 JURISDICTION.

 

 

17 June 2024

 

Cambridge Cognition Holdings plc

 

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

 

Results of General Meeting and Open Offer,

Total Voting Rights and Director/PDMR Dealing

 

Cambridge Cognition Holdings plc (AIM: COG), which develops and markets
digital solutions to assess brain health, is pleased to announce that the
Resolutions to approve, inter alia, the proposed Placing, Subscription and
Open Offer as set out in the Circular published on 31 May 2024, and put to
Shareholders at the General Meeting held earlier today, were duly passed. A
summary of the voting results is set out below.

 

Result of Open Offer

 

The Company is also pleased to announce that the Open Offer, which closed for
acceptances at 11.00 a.m. on 14 June 2023, was significantly oversubscribed
with final valid applications being received, including Excess Entitlements,
from Qualifying Shareholders in respect of a total of 892,413 Open Offer
Shares. This represents a take-up of approximately 287% of the maximum number
of Open Offer Shares made available to Qualifying Shareholders. Accordingly,
qualifying applications under the Open Offer (other than applications received
in respect of Excess Entitlements) will be met in full and a scaling back
exercise has been conducted in respect of applications for Excess
Entitlements. Accordingly, the Open Offer has raised a further approximately
£125,000 for the Company, resulting in aggregate gross proceeds from the
Fundraising of approximately £2.6 million.

 

Result of General Meeting

 

The Board reports that Resolution 1 passed as an ordinary resolution and
Resolution 2 passed as a special resolution.  Following the passing of the
Resolutions, the Company has received the authority for the Directors to allot
and issue the Placing Shares, Subscription Shares and Open Offer Shares.

The proxy voting results of the Resolutions are included below:

 

 Resolution                                                                      FOR                       AGAINST                  TOTAL              WITHHELD
                                                                                 No. of votes cast  %      No. of votes cast  %     No. of votes cast  No.
 Resolution 1                                                                    16,808,160         99.15  99,920             0.59  16,952,080         6,263

 To grant the directors authority to allot shares in the Company pursuant to
 the Fundraising in the amount set out in the Notice of General Meeting
 Resolution 2                                                                    16,808,160         99.15  99,920             0.59  16,952,080         6,263

 Conditionally on the passing of Resolution 1, to empower the directors to
 disapply pre-emption rights on the issue of shares in the Company pursuant to
 the Fundraising in the amount set out in the Notice of General Meeting

 

Admission and Settlement

The Company has raised total gross proceeds of approximately £2.6 million in
aggregate (before expenses) through the Placing, Subscription and Open Offer.
Application has been made for 6,561,057 New Shares to be admitted to trading
on AIM ("Admission").

Settlement for and admission of the total of 3,657,641 EIS/VCT Shares 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.

Settlement for and admission of 1,654,859 General Placing Shares, 937,500
Subscription Shares and 311,057 Open Offer Shares is expected to take place,
and dealings in the General Placing Shares, the Subscription Shares and Open
Offer Shares are expected to commence, at 8:00 a.m. on 19 June 2024.

The New Shares will rank pari passu with the existing Ordinary Shares.
Following Admission, the Company will have 41,710,429 Ordinary Shares in
issue.

Total Voting Rights

The Company does not currently hold any shares in treasury. Therefore, the
above figure of 41,710,429 Ordinary Shares may be used by shareholders of the
Company as the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change in their
interest in, the share capital of the Company under the FCA's Disclosure
Guidance and Transparency Rules.

 

Director/PDMR Dealing

Steven Powell, Matthew Stork, Debra Leeves, Stuart Gall, Alex
Livingston-Learmonth and Ricky Dolphin subscribed for an aggregate of 166,050
New Shares at the Issue Price in the Fundraising. Details of the Ordinary
Shares held by each of the Directors, following Admission, are detailed in the
table below:

 Name              Position                 Number of Ordinary Shares  Percentage of share capital following Admission
 Dr Steven Powell  Non-Executive Chair      256,375                    0.61%
 Dr Matthew Stork  Chief Executive Officer  223,950                    0.54%
 Stephen Symonds   Chief Financial Officer  32,950                     0.08%
 Debra Leeves      Non-Executive Director   85,000                     0.20%
 Richard Bungay    Non-Executive Director   10,000                     0.02%
 Stuart Gall       Non-Executive Director   37,500                     0.09%
 Nick Rodgers      Non-Executive Director   20,000                     0.05%

 

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.

 

 

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/)

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities ("PDMRs") and persons closely associated ("PCAs")
with them.

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         1. Stephen Powell

                                                                   2. Matthew Stork

                                                                   3. Debra Leeves

                                                                   4. Stuart Gall

                                                                   5. Alex Livingston-Learmonth

                                                                   6. Ricky Dolphin

 2    Reason for the notification
 a)   Position/status                                              1. Non-Executive Chair

                                                                   2. Chief Executive Officer

                                                                   3. Non-Executive Director

                                                                   4. Non-Executive Director

                                                                   5. Chief Commercial Officer

                                                                   6. Chief Technology Officer
 b)   Initial notification/Amendment                               Initial Notification
 3    Details of the issuer, emission allowance market participant, auction
      platform, auctioneer or auction monitor
 a)   Name                                                         Cambridge Cognition Holdings plc
 b)   LEI                                                          213800SZKDIN122EPA96
 4    Details of the transaction(s): section to be repeated for (i) each type of
      instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Ordinary Shares of 1p each

      Identification code

                                                                   GB00B8DV9647
 b)   Nature of transaction                                        Purchase subject to Admission of new ordinary shares
 c)   Price(s) and volume(s)                                       Price(s)                     Volume(s)
                                                                   40 pence per ordinary share  1. 30,000

                                                                                                2. 62,500

                                                                                                3. 25,000

                                                                                                4. 37,500

                                                                                                5. 10,000

                                                                                                6. 1,050
      Aggregated information                                       166,050

      -      Aggregated volume                                     40 pence per ordinary share

      -      Price
 e)   Date of the transaction                                      17 June 2024

 f)   Place of the transaction                                     London Stock Exchange, AIM

 

 

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