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Toople PLC (TOOP)

Toople PLC

Result of General Meeting
RNS Number : 2043D
Toople PLC
17 February 2020
 

 

Toople PLC

("Toople" or the "Company")

 

Result of General Meeting

Completion of Placing and Acquisition

 

The Board of Toople, a provider of bespoke telecom services to UK SMEs, is pleased to announce that, at the General Meeting held earlier today, all resolutions were duly passed.  Capitalised terms used but not defined in this announcement have the meaning given to them in the proposed acquisition, placing and notice of general meeting announcement dated 31 January 2020.

Placing and Acquisition

Following the passing of the resolutions, it is expected that the completion of the Placing and the Acquisition of DMS Holding will take place at 08.00 a.m. tomorrow on the Admission of the New Ordinary Shares to the standard segment of the Official List and to trading on the London Stock Exchange's main market for listed securities.

Issue of Equity

Application has been made to London Stock Exchange for the Placing Shares, the Consideration Shares and the Fee Shares to be admitted to trading on the main market for listed securities and it is anticipated that trading in the New Ordinary Shares will commence at 8.00 a.m. on 18 February 2020.  The New Ordinary Shares will rank pari passu with the Existing Ordinary Shares. 

Total Voting Rights

Following Admission, the Company's issued share capital will comprise 3,520,051,135 Ordinary Shares with voting rights.  The Company does not hold any Ordinary Shares in treasury. The figure of 3,520,051,135 Ordinary Shares may therefore be used by shareholders in 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 and Transparency Rules.

Director Shareholdings

Director

Existing Holding of Ordinary Shares

 

Number of Fee Shares to be issued in lieu of remuneration and fees owed

Number of Placing Shares subscribed for

Resultant Holding of Ordinary Shares on Admission

Percentage of Enlarged Issued Share Capital

Richard Horsman (Director)

12,500,000

41,666,680

16,000,000

70,166,680

1.99

Geoffrey Wilson  (Director)

6,366,666

28,800,000

-

35,166,666

1.00

Kevin Lawrence  (Director)

3,966,666

55,995,000

-

59,961,666

1.70

 

Grant of Warrants

 

In addition, the Fee Warrants and Placing Warrants will be issued to the Directors as set out in the table below:

 

Director

Number of Fee Warrants issued

Number of Placing Warrants

Number of warrants held prior to the Placing

Resultant Holding of warrants held on Admission

Richard Horsman (Director)

20,833,340

8,000,000

30,833,340

Geoffrey Wilson  (Director)

14,400,000

-

15,400,000

Kevin Lawrence  (Director)

27,997,500

-

27,997,500

 

 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

 

-ends-

 

For further information please visit www.Toople.com or contact:

Toople PLC

Andy Hollingworth, Chief Executive Officer /

Kevin Lawrence, Chief Financial Officer

 

Tel: 0800 0499 499

Cairn Financial Advisers LLP

Sandy Jamieson/Tony Rawlinson/Ludovico Lazzaretti

 

Tel: 020 7213 0880

Novum Securities Limited

David Coffman

 

Tel: 020 7399 9400

Turner Pope Investments Limited

Andy Thacker / Zoe Alexander

 

Tel: 020 3657 0050

Belvedere Communications

John West / Llew Angus

 

Tel: 020 3687 2754

Notes to editors:

Toople PLC, a company incorporated in the UK provides a range of telecoms services primarily targeted at the UK SME market. Services offered by the Group include business broadband, fibre, EFM and Ethernet data services, business mobile phones, cloud PBX and SIP Trunking and Traditional Services (calls and lines) all of which are delivered and managed through Merlin, the Group's proprietary software platform.

The Group is differentiated by its focus on creating small business connectivity solutions, with robust and reliable packages that will enhance our customer's companies. In addition, our vision is based on trust and transparency, with no hidden fees within our pricing policy providing customers with a clear understanding of cost.

Toople Plc has a strong and highly experienced Board and management team who are focused on growing the business both organically and by identifying earnings enhancing strategic acquisition opportunities.

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014

1

Details of the person discharging managerial responsibilities/person closely associated

a.

Name

a)     Richard Horsman

b)    Geoffrey Wilson

c)     Kevin Lawrence

2

Reason for notification

 

a.

Position/Status

a)     Director

b)    Director

c)     Director

b.

Initial notification/

Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a.

Name

Toople plc

b.

LEI

213800P3DSCKSEHPU161

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

Identification Code

Ordinary shares of 0.0667 pence

 

 

ISIN: GB00BZ8TP087

b.

Nature of the transaction

 Issue of ordinary shares

c.

Price(s) and volume(s)

 

 

 

 

 

 

Price(s) per share

Volume(s)

 

a)   0.1 pence

b)   0.1 pence

c)   0.1 pence

a)     57,666,680

b)    28,800,000

c)     55,995,000

 

 

 

d.

Aggregated information

 

- Aggregated Volume

 

- Price

 

 

142,461,680

 

 

 

e.

Date of the transaction

18 February 2020

f.

Place of the transaction

London Stock Exchange

 

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014

1

Details of the person discharging managerial responsibilities/person closely associated

a.

Name

d)    Richard Horsman

e)    Geoffrey Wilson

f)     Kevin Lawrence

2

Reason for notification

 

a.

Position/Status

d)    Director

e)    Director

f)     Director

b.

Initial notification/

Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a.

Name

Toople plc

b.

LEI

213800P3DSCKSEHPU161

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

Identification Code

Warrants over ordinary shares of 0.0667 pence

 

 

ISIN: GB00BZ8TP087

b.

Nature of the transaction

 Grant of warrants

c.

Price(s) and volume(s)

 

 

 

 

 

 

Price(s) per share

Volume(s)

 

d)   0.1 pence

e)   0.1 pence

f)    0.1 pence

d)    28,833,340

e)    14,400,000

f)     27,997,500

 

 

 

d.

Aggregated information

 

- Aggregated Volume

 

- Price

 

 

71,230,840

 

0.1 pence

e.

Date of the transaction

18 February 2020

f.

Place of the transaction

London Stock Exchange

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
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