Result of Subscription and Offer

RNS Number : 0883H

Toople PLC

05 June 2017

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

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Toople plc

("Toople" or the "Company")

Result of Subscription and Offer

Issue of Equity

Toople plc (TOOP.L), a provider of bespoke telecom services to UK SMEs, announced at 5 p.m. on 2 June 2017 a conditional Subscription and Offer (the "Fundraise Announcement"). The Company is pleased to announce that it received a strong response from investors pursuant to Initial Closing of the Subscription and Offer and that it has raised aggregate gross proceeds of £1.41 million.

Net proceeds after Costs is £1.26 million which, as set out in the Company's Prospectus, will be used for marketing and customer acquisition activities and general working capital.

As a result of the Subscription and Offer, conditional on receipt of funds and Admission (as described below), the Company will issue 70,537,732 Subscription and Offer Shares and 5,000,000 Fee Shares (further details of which are set out below) (the Subscription and Offer Shares and the Fee Shares being together the "New Ordinary Shares"). Application will be made to the UK Listing Authority for the New Ordinary Shares to be admitted to the standard segment of the Official List of the UKLA and to the London Stock Exchange for admission to trading on the main market for listed securities of the London ("Admission"). The New Ordinary Shares will rank pari passu in all respects with the Company's existing Ordinary Shares and it is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on or around 8.00 a.m. on 12 June 2017. The enlarged issued ordinary share capital following Admission will be 175,537,732 Ordinary Shares and the New Ordinary Shares will comprise approximately 43% of this.

Andy Hollingworth, Chief Executive Officer of Toople, commented:

"We are delighted with the level of support received from Turner Pope Investments and Novum Securities who acted joint placing agents in respect of the Initial Closing and investors who subscribed via PrimaryBid. The fundraising, from both new and existing investors, has exceeded the Minimum Net Proceeds sought and will enable us to target accelerated growth of Toople plc and build on the successful demand generation campaign which we ran earlier in the year."

Dave Mutton, Chief Operating Officer of PrimaryBid, said:

"Its exciting for PrimaryBid to assist a main market listed company to fundraise via our network of retail investors, demonstrating that fair access to new share issues is not just relevant for investors in AIM but for the main market too."

PDMR Dealing

As announced in the Fundraise Announcement, Richard Horsman, the Company's non-executive Chairman, subscribed for 1,250,000 Subscription and Offer Shares. In addition, approximately £100,000 owed in aggregate to the Directors and Neil Taylor are to be settled through the issue of 5,000,000 Fee Shares. The Directors' holdings, following Admission will be as set out below.

Director	Existing number of Ordinary Shares	Percentage of Existing Ordinary Shares	Number of New Ordinary Shares to be issued on Admission	Total number of Ordinary Shares on Admission	Percentage of enlarged Share Capital on Admission
Andrew Hollingworth	26,000,000	26%	2,250,000	28,250,000	16.09%
Richard Horsman	1,000,000	1%	2,500,000	3,500,000	1.99%
Geoffrey Wilson	-	-	1,200,000	1,200,000	0.68%

Unless otherwise defined, capitalised terms shall have the meaning as those set out in the Fundraise Announcement.

Further terms for the Subscription and Offer, which remains open for up to 12 months unless closed by the Company, are set out in the Company's prospectus.

For further information:

Toople PLC	0800 0499 499
Andy Hollingworth, Chief Executive Officer

Hybridan LLP	020 3764 2341
Claire Louise Noyce

Redleaf Communications	020 7382 4730
Rebecca Sanders-Hewett	toople@redleafpr.com
Robin Tozer
Sam Modlin