Result of Placing and Total Voting Rights

RNS Number : 8982Z

Cornerstone FS PLC

27 January 2022

 

THIS ANNOUNCEMENT 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, AUSTRALIA, CANADA, JAPAN, REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE RETAINED VERSION OF EU REGULATION 596/2014 AS APPLIED IN THE UK ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.

27 January 2022

Cornerstone FS plc

("Cornerstone" or the "Company" or the "Group")

Result of Placing and Subscription and Total Voting Rights

Cornerstone FS plc (AIM: CSFS), the cloud-based provider of international payment, currency risk management and electronic account services to SMEs, is pleased to announce the results of the placing (the "Placing") and the subscription (the "Subscription") announced on 26 January 2022.

A total of 3,196,242 new ordinary shares of one penny each in the capital of the Company (the "Placing Shares") were placed with institutional and other investors at a price of 26.5pence per Placing Share (the "Placing Price"), raising gross proceeds of £847,004.

In addition, certain directors of the Company have subscribed for a total of 86,792 new ordinary shares of one penny each in the capital of the Company (the "Subscription Shares") at the Placing Price, raising gross proceeds of £23,000.

The Placing Shares and Subscription Shares being issued represent, in aggregate, approximately 16 per cent. of Cornerstone's issued ordinary share capital immediately prior to the Placing and Subscription.

Application will be made for the Placing Shares and the Subscription Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place on or around 8.00 a.m. on 1 February 2022. The Placing Shares and the Subscription Shares, which will rank pari passu with the existing ordinary shares, will be issued under the Company's share allotment authority and shareholders pre-emption disapplication granted at its Annual General Meeting held on 30 June 2021.

Acquisition of Capital Currencies

Part of the gross proceeds of the Placing and Subscription will be used to fund the initial cash consideration and integration costs of Cornerstone's acquisition of Capital Currencies Limited (the "Acquisition"). Completion of the Acquisition is subject to customary conditions and is expected to take place at Admission on 1 February 2022.

Further information on the Acquisition is contained in the Company's announcement dated 26 January 2022.

Director Participation and Related Party Transactions

The Company confirms that the following directors participated in the Subscription (the "Director Subscription") in the amounts detailed below.

Director	Number of ordinary shares held prior to the Subscription	Number of Subscription Shares	Total number of ordinary shares held following the Subscription	Interest in the Company's enlarged share capital (%)
Julian Wheatland	24,593	18,868	43,461	0.18
Judy Happe	8,196	11,320	19,516	0.08
Elliott Mannis	199,852	18,868	218,720	0.93
Gareth Edwards	327,952	37,736	365,688	1.55

The Director Subscription (as described above) is a related party transaction for the purposes of the AIM Rules. The Company's independent directors, being Glyn Barker, Daniel Mackinnon and Philip Barry, having consulted with the Company's nominated adviser SPARK Advisory Partners Limited, consider that the terms of the Director Subscription are fair and reasonable insofar as the Company's shareholders are concerned.

Total Voting Rights

Following Admission, the Company's issued share capital will comprise 23,560,616 ordinary shares, with no shares held in treasury, and therefore the total number of voting rights in the Company will be 23,560,616. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

Julian Wheatland, Chief Executive Officer, Cornerstone commented:

" We are pleased to have successfully raised £0.87m in this Placing and Subscription, which will be used to accelerate our growth through the acquisition of Capital Currencies. We thank our existing shareholders for their continued support and we welcome our new investors to our shareholder register. Our stated strategy is to grow via acquisition as well as organically and this transaction represents a key milestone in the delivery on that strategy. We look forward to updating the market on our progress and to generating value for our shareholders. "

Enquiries

Cornerstone FS plc	[phone]
Julian Wheatland, Chief Executive Officer Judy Happe, Chief Financial Officer
SPARK Advisory Partners Limited (Nomad)	[phone]
Mark Brady
Peterhouse Capital Limited ( Joint Broker)	[phone]
Eran Zucker, Lucy Williams
SP Angel Corporate Finance LLP (Joint Broker)	[phone]
Jeff Keating, Harry Davies-Ball
Luther Pendragon (Financial PR)	[phone]
Harry Chathli, Claire Norbury

About Cornerstone FS plc

Cornerstone FS plc is a payments focused fintech business that makes managing currency simple for SMEs. It provides international payment, currency risk management and electronic account services using a proprietary cloud-based multi-currency payments platform. These services are delivered directly and via white label partners on a SaaS basis to SMEs that engage in international trade. Cornerstone also serves some high-net worth individual clients.

Headquartered in the City of London, UK and with an office in Dubai, Cornerstone is listed on AIM under the trading symbol 'CSFS'. For more information, please visit www.cornerstonefs.com.

 

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