Notice of AGM & Proposed Share Consolidation

RNS Number : 0323A

Feedback PLC

20 September 2022

 

Feedback plc

Notice of AGM & Proposed Share Consolidation

Feedback plc (AIM: FDBK, "Feedback" or the "Company"), the specialist medical imaging technology company, announces that the Notice of Annual General Meeting ("AGM") and Form of Proxy have been posted to investors today.

The AGM will be held at Temple Chambers, 1-3 Temple Avenue, London, EC4Y 0DT, on Thursday 13 October 2022 at 11:00 a.m.

The Notice of AGM details eleven resolutions which include a notice of an intended share consolidation on the terms set out below and within the explanatory memorandum included in the Notice of AGM. The Notice of AGM will be available on the Company's website shortly.

Proposed Share Consolidation

The Company's current issued share capital totals over 2.6 billion ordinary shares of £0.0025 each.

The Directors believe that this capital structure impacts the Company's share price as the high number of Existing Ordinary Shares in issue combined with the relatively low price per share is thought to result in excess volatility, reduced liquidity and a widening in the market bid and ask share price spread in the Company's shares. In order to reduce the number of issued shares to a more appropriate number, the Company is proposing (through Resolution 10 of the Notice of AGM) a 200:1 share consolidation where the existing ordinary shares of £0.0025 ("Existing Ordinary Share") are consolidated into new ordinary shares of £0.50 each ("Share Consolidation"). 

The effect of the Share Consolidation will be that shareholders holding Existing Ordinary Shares on the Company's register of members at 6 p.m. on 13 October 2022 (the 'Share Consolidation Date of Effect') will, on the implementation of the Share Consolidation, hold:

1 New Ordinary Share for every 200 Existing Ordinary Shares held at 13 October 2022.  

The Directors' consider that the Share Consolidation will result in a more appropriate share capital structure for the Company which is expected to:

· increase the Company's share price proportionately which may consequently positively impact the liquidity of and trading activity in the Company's shares;

· provide the basis for a potential narrowing of the bid and offer spread in the Company's shares;

· provide the basis for enhanced perception of the Company and its prospects, improving its marketability to a wider investor group.

Accordingly, the Directors believe that the Share Consolidation is in the best interests of shareholders and is necessary in order to provide the Company with a suitable share capital structure that will facilitate future growth opportunities. The Share Consolidation requires the approval of the Company's shareholders ("Shareholders") by way of ordinary resolution at the AGM ("Consolidation Resolution") accordingly the Directors unanimously recommend Shareholders to vote in favour of the Consolidation Resolution to be proposed at the AGM.

As all shareholdings in the Company will be consolidated, the number of ordinary shares held by each shareholder will be reduced as a result of the Share Consolidation, but the percentage of the total issued ordinary share capital of the Company held by each shareholder immediately before and following the Share Consolidation will, save for fractional entitlements, remain unchanged.  

Application will be made to the London Stock Exchange for the new ordinary shares resulting from the Consolidation ("New Ordinary Shares") to be admitted to trading on the AIM Market in place of the Existing Ordinary Shares ("Admission"). Subject to Resolution 10 being passed, dealings in the Existing Ordinary Shares will cease on 6pm on 13 October 2022 and it is expected that admission will become effective and that dealings in the New Ordinary Shares will commence on 8.00am on 14 October 2022. 

Expected Timetable of Principal Events¹
 

Publication and posting of Notice of A GM	20 September 2022
Latest time and date for return of Form of Proxy for A GM	11.00 a.m. on 11 October 2022
AGM	11.00 a.m. on 13 October 2022
Announcement of the result of the AGM	13 October 2022
Record Date and final date for trading in Existing Ordinary Shares	6.00 p.m. on 13 October 2022
Expected Admission to trading on AIM of the Consolidated Ordinary Shares arising from the Consolidation	8.00 a.m. on 14 October 2022

¹     The above times and/or dates are indicative only and may change. If any of the above times and/or dates change, the revised times and/or dates will be notified by announcement through a Regulatory Information Service.

Proposed Capital Reorganisation

Number of Existing Ordinary Shares in issue at the date of this AGM notice	2,666,931,677
Number of Existing Ordinary Shares expected to be in issue on the Record Date	2,666,931,677
Conversion ratio of Existing Ordinary Shares to Consolidated Ordinary Shares	200:1
Total number of Consolidated Ordinary Shares in issue following Share Consolidation	13,334,659
Nominal share value pre- Share Consolidation	£0.0025
Nominal share value post- Share Consolidation	£0.50
ISIN code for Consolidated Ordinary Shares	GB00BJN59X09
SEDOL code for the Consolidated Ordinary Shares	BJN59X0

All Shareholders are encouraged to submit their vote using the proxy form enclosed with the Notice of AGM. Details of how to do this are contained in the document. All valid proxy votes will be included in the poll to be taken at the meeting.

-Ends-

Enquiries:

Feedback plc Tom Oakley, CEO Anesh Patel, CFO	[phone] [e-mail]
Panmure Gordon (UK) Limited (NOMAD and Broker) Emma Earl/Freddy Crossley (Corporate Finance) Rupert Dearden (Corporate Broking)	[phone]
Walbrook PR Ltd;	Tel: [phone] or [e-mail]
Paul McManus/Nick Rome	07980 541 893 or 07748 325 236 or 07884 664 686

About Feedback

Feedback plc helps clinical teams to make better decisions faster for patients. We design products that enhance clinician access to patient data and to their colleagues. Our unique approach centres around individual patient episodes, into which we pull relevant clinical data from hospital systems and around which we build remote clinical teams for collaboration. As a result, we produce a digital infrastructure that makes patient data available to clinicians in multiple settings, in a format that enables them to meaningfully interact with it, providing flexibility to clinicians and free movement of patients between provider settings - clinicians can practice from anywhere and patients can attend any care provider for treatment.  

Our products Bleepa and CareLocker work together to deliver unparalleled value to our customers. Bleepa is our application layer and sits on top of CareLocker as our data layer. Bleepa is a clinician facing platform that displays clinical results from a patient's CareLocker at a certified and regulated quality, that is suitable for clinical use and enables dialogue on a patient-by-patient basis with colleagues through a secure, auditable chat interface that links back to the patient medical record. The CareLocker data storage model is built around the patient. Our vision is one where relevant clinical data is always available to the patient as well as to any care setting that they may attend -  a federated data architecture with the patient as the tenant.  

The Company has a number of growth opportunities domestically and internationally across a range of markets including the NHS, the veterinary market and private healthcare providers and its highly scalable Software as a Service ("SaaS")-based revenue model is expected to provide increasing levels of visibility as the Company grows its customer base.

 

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