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Fundraising (January 2018)

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Fundraising (January 2018) 05/02/2018 Placing to raise £4.95m - RNS - London Stock Exchange Regulatory Story Go to market news section PCI-PAL PLC - PCIP Placing to raise £4.95m Released 10:44 30-Jan-2018 RNS Number : 3326D PCI-PAL PLC 30 January 2018 THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA, THE REPUBLIC OF IRELAND, NEW ZEALAND, ISRAEL OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT AND AT THE START OF THE APPENDIX. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANING GIVEN TO THEM IN THE DEFINITIONS SECTION INCLUDED IN THE APPENDIX. PCI-PAL PLC ("PCI Pal" or the "Company") Proposed placing to raise £4.95 million (the "Placing") The Board of PCI Pal, the secure payment soluons provider for organisaons taking card based payments by telephone, is pleased to announce the Company's intenon to raise £4.95 million (before expenses) by way of a placing of 11,000,000 new Ordinary Shares as further outlined below. Highlights · Placing to raise aggregate gross proceeds of £4.95 million at a price of 45 pence per Ordinary Share (the "Placing Price") · Approximately £3.9 million of the Placing proceeds raised from certain VCT/EIS investors will be used to: - Grow the Company's exisng North American operaons, in parcular to capitalise on the Company's growing pipeline of North American opportunies through the acvaon in the region of its cloud-based service offering via AWS http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/PCIP/13514409.html 1/29 05/02/2018 Placing to raise £4.95m - RNS - London Stock Exchange - Increase markeng expenditure and to fund an expected increase in working capital in its North American operaons as the business grows · The balance of net funds raised in excess of £3.9 million will be used to accelerate the growth of the business in both domesc and internaonal markets and for general working capital purposes · Expansion of the Company's North American operaons is expected to include hiring new staff in channel sales, sales and markeng, channel deployment and in support funcons in Charloe, North Carolina, and the acvaon of new AWS instances in the United States and in Montreal · The Placing is being made under exisng authories and is condional on, amongst other things, admission of the Placing Shares to trading on AIM ("Admission") · The Placing Price of 45 pence represents a discount of approximately 29.5 per cent. to the average mid-market closing price for the last 30 trading days, being the period from 14 December 2017 to 29 January 2018, being the last praccable trading day prior to the release of this Announcement The proposed Placing is to be made with a limited number of instuonal and other investors including VCT/ EIS investors. A number of exisng and new investors in the Company have indicated their interest in parcipang in the Placing during recent market soundings and will be contacted following release of this announcement to confirm their parcipaon in the Placing on the basis of the terms and condions contained in the Appendix to this announcement. Accordingly, it is expected that finalisaon of the Placing process will commence shortly following the release of this announcement. As soon as praccable aer the Placing process has been completed, a further announcement will be made containing details of the final number of Placing Shares to be issued at the Placing Price by the Company (together with the approximate gross proceeds and esmated net proceeds of the Placing). The Placing Shares are expected to represent approximately 25.8per cent. of the Company's enlarged share capital (excluding shares held in treasury) (based on the assumpon that 11,000,000 Placing Shares are issued pursuant to the Placing) and will be alloed and issued under the exisng shareholder authories granted by shareholders of the Company at the annual general meeng held on 19 October 2017. Details of the Placing The Placing is expected to raise gross proceeds of £4.95 million through the issue of approximately of 11,000,000 Placing Shares at the Placing Price of 45 pence per share (based on the assumpon that 11,000,000 Placing Shares are taken up and issued pursuant to the Placing). The net proceeds of the Placing are esmated to be approximately £4.6m. The Board believes that raising equity finance using the flexibility provided by a non-pre- empve placing is the most appropriate and opmal structure for the Company at this me. This allows both certain exisng instuonal holders and certain new investors the opportunity to parcipate in the Placing and avoids the requirement for a prospectus or circular, which is a costly and more me consuming process. It also facilitates the mely compleon of the fundraise. Pursuant to the placing agreement entered into earlier today between N+1 Singer and the Company (the "Placing Agreement"), N+1 Singer has condionally agreed, as agent of the Company, to use its reasonable endeavours to procure subscribers for the Placing Shares. The Placing is condional, amongst other things, upon: · the Placing Agreement becoming or being declared uncondional in all respects and not having been terminated in accordance with its terms prior to Admission; and · Admission becoming effecve by no later than 8.00 a.m. on 31 January 2018 or such later me and/or date (being no later than 8.00 a.m. on the Longstop Date) as N+1 Singer and the Company may agree. The Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Exisng Ordinary Shares, including the right to receive all dividends and other distribuons declared, made or paid aer the date of their issue. http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/PCIP/13514409.html 2/29 05/02/2018 Placing to raise £4.95m - RNS - London Stock Exchange Applicaon will be made to the London Stock Exchange for the admission of the Placing Shares to trading on AIM. It is expected that Admission will occur and that dealings in the Placing Shares will commence at 8.00 a.m. on 31 January 2018, at which me it is also expected that the Placing Shares will be enabled for selement in CREST. The Placing Agreement contains certain customary warranes from the Company in favour of N+1 Singer in relaon to, inter alia, the accuracy of the informaon contained in this Announcement and certain other maers relang to the Group and its business. In addion, the Company has given certain undertakings to N+1 Singer and has agreed to indemnify N+1 Singer in relaon to certain customary liabilies they may incur in respect of the Placing. N+1 Singer has the right to terminate the Placing Agreement in certain circumstances prior to Admission including inter alia: (i) for certain force majeure events or other events involving certain material adverse changes or prospecve material adverse changes relang to the Group; or (ii) in the event of a breach of the warranes or other obligaons of the Company set out in the Placing Agreement. Under the Placing Agreement the Company has agreed to pay certain fees and commission to N+1 Singer and certain other costs and expenses in connecon with the Placing and Admission. An announcement will be made following the compleon of the Placing process (expected to be later today) confirming the final number of Placing Shares to be issued pursuant to the Placing and the Placing Price, the gross proceeds and the esmated net proceeds. Parcipaon in the Placing is subject to the terms and condions set out in the Appendix (which, together with this announcement, is referred to herein as the "Announcement"). N+1 Singer has been appointed as placing agent (the "Placing Agent") in respect of the Placing and is acng as nominated adviser and broker to the Company. The Placing is not being underwrien by the Placing Agent. This Announcement contains inside informaon for the purposes of Arcle 7 of EU Regulaon 596/2014 ("MAR"). In addion, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside informaon (as defined in MAR), as permied by MAR. This inside informaon is set out in this Announcement. Therefore, those persons that received inside informaon in a market sounding are no longer in possession of such inside informaon relang to the Company and its securies. This announcement should be read in its enrety. In parcular, your aenon is drawn to (i) the secon headed 'Risk Factors' below and (ii) the detailed terms and condions of the Placing and further informaon relang to the Placing and any parcipaon in the Placing that is described in the Appendix to this announcement (which forms part of this announcement). By choosing to parcipate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its enrety (including the Appendix), and to be making such offer on the terms and subject to the condions of the Placing contained herein, and to be providing the representaons, warranes and acknowledgements contained in the Appendix.
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