Circular Publication and Notice of General Meeting

Cambridge Cognition Holdings PLC

31 May 2024

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN CAMBRIDGE COGNITION HOLDINGS PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

31 May 2024

Cambridge Cognition Holdings plc

("Cambridge Cognition", the "Company" or the "Group")

Publication of Circular and Notice of General Meeting

Cambridge Cognition Holdings plc (AIM: COG), which develops and markets digital solutions to assess brain health, announces that further to the announcement on 30 May 2024 confirming the results of the Placing and Subscription, a Circular will shortly be published on the Company's website, https://cambridgecognition.com/, and will be posted to Shareholders later today. The Circular contains further information on the Company, the Fundraising, the terms and conditions of the Open Offer and Notice of General Meeting to be held at 9:00 a.m. on 17 June 2024.

In order to provide Qualifying Shareholders with an opportunity to participate in the Fundraising at the Issue Price, the Company will today make the Open Offer to Qualifying Shareholders on the terms and conditions set out in the Circular. The Open Offer provides all Qualifying Shareholders with the opportunity to subscribe at the Issue Price of 40 pence per share for an aggregate of up to 311,057 Open Offer shares to raise gross proceeds of up to approximately £125,000 for the Company, on the basis of:

1 Open Offer Share for every 113 Ordinary Shares held on the Record Date

Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares as an Excess Entitlement, up to the total number of Open Offer Shares available to Qualifying Shareholders under the Open Offer.

The latest time for application and payment in full under the Open Offer is 11:00 a.m. on 14 June 2024.

Proxy votes must be received no later than 9:00 a.m. on 13 June 2024. Shareholders should complete and submit a Form of Proxy (whether online or by requesting a hard copy directly from the Registrar, Link Group on Tel: [phone]). Shareholders will not receive a hard copy form of proxy for the General Meeting in the post. Instead, Shareholders will be able to vote electronically using the Link Investor Centre app or the link https://investorcentre.linkgroup.co.uk/Login/Login. Shareholders will need to log into their Link Investor Centre account or register if they have not previously done so. To register they will need their Investor Code, detailed on their share certificate or available from the Registrar, Link Group. The Form of Proxy (if completed in hard copy) must be received by the Company's registrars, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, by no later than at 9:00 a.m. on 13 June 2024.

CREST members can also appoint proxies by using the CREST electronic appointment service and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by Link (under CREST participant RA10) by no later than at 9:00 a.m. on 13 June 2024. The time of receipt will be taken to be the time from which Link is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io and refer to the notes to the Notice of General Meeting at Part VI of the Circular.

Completion of the Placing, Subscription and Open Offer remain conditional upon, inter alia, the approval by Shareholders of the Resolutions at the General Meeting and Admission occurring. The Placing is also conditional upon the Placing and Open Offer Agreement between the Company, Panmure and Dowgate becoming unconditional and not being terminated in accordance with its terms.

Unless otherwise stated, capitalised terms not otherwise defined in the text of this announcement have the same meanings ascribed to them as in the "Proposed Placing, Subscription and Open Offer" announcement published by the Company on 29 May 2024. The expected timetable of the principal events is set out in the Appendix to this announcement.

Enquiries:

Cambridge Cognition Holdings plc  Matthew Stork, Chief Executive Officer  Stephen Symonds, Chief Financial Officer  Tel: [phone]  [e-mail]  Panmure Gordon (UK) Limited (NOMAD and Joint Broker)  Emma Earl / Freddy Crossley / Mark Rogers   Rupert Dearden  Tel: [phone]  (Corporate Finance)  (Corporate Broking)  Dowgate Capital Limited (Joint Broker)  David Poutney / Nicholas Chambers                              Tel: [phone]  Hudson Sandler (Financial PR and IR)  Dan de Belder / Hattie Dreyfus  Tel: [phone]  [e-mail]

Notes to Editors

About Cambridge Cognition

Cambridge Cognition is a technology company developing digital health products to better understand, detect and treat conditions affecting brain health. The Company's software products assess cognitive health in patients worldwide to improve clinical trial outcomes, identify and stratify patients early and improve global efficiency in pharmaceutical and healthcare industries.

For further information visit: https://cambridgecognition.com/

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Date
Record date for entitlements under the Open Offer	6:00 p.m. on 29 May 2024
Ex-entitlement date of the Open Offer	8:00 a.m. on 31 May 2024
Posting of the Circular	31 May 2024
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders	as soon as possible after 8:00 a.m. on 3 June 2024
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST	4:30 p.m. on 10 June 2024
Latest time and date for depositing Open Offer Entitlements into CREST	3:00 p.m. on 11 June 2024
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)	3:00 p.m. on 12 June 2024
Latest time and date for receipt of proxy votes to be valid at the General Meeting	9:00 a.m. on 13 June 2024
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11:00 a.m. on 14 June 2024
General Meeting	9:00 a.m. on 17 June 2024
Publication of the results of the Open Offer and the General Meeting	17 June 2024
Admission and commencement of dealings in the EIS/VCT Shares	8:00 a.m. on 18 June 2024
CREST accounts to be credited with EIS/VCT Shares	as soon as possible on 18 June 2024
Admission and commencement of dealings in the General Placing Shares, the Subscription Shares and the Open Offer Shares	8:00 a.m. on 19 June 2024
CREST accounts to be credited with General Placing Shares, the Subscription Shares and the Open Offer Shares	as soon as possible on 19 June 2024
Despatch of definitive share certificates for New Shares in certificated form	by 26 June 2024

Notes

1.      Each of the times and dates mentioned in this announcement is subject to change by the Company (with the agreement of the Joint Bookrunners), in which event details of the new times and dates will be notified to London Stock Exchange and the Company will make an appropriate announcement to a Regulatory Information Service.

2.        References to times in this announcement are to London time unless otherwise stated.

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS), ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, HONG KONG OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE NEW SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This Announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan, Hong Kong or any other jurisdiction in which such release, publication or distribution would be unlawful.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, or under the securities laws of Australia, Canada, the Republic of South Africa, Japan, Hong Kong or any state, province or territory thereof or any other jurisdiction outside the United Kingdom, except pursuant to an applicable exemption from the registration requirements and in compliance with any applicable securities laws of any state, province or other jurisdiction of Australia, Canada, the Republic of South Africa, Japan or Hong Kong (as the case may be).

No public offering of the New Shares is being made in the United States, Australia, Canada, the Republic of South Africa, Japan, Hong Kong or elsewhere.

No action has been taken by the Company, Panmure Gordon, Dowgate or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers, consultants and/or agents (collectively, "Representatives") that would permit a public offer of the New Shares or possession or distribution of this Announcement or any other publicity material relating to such New Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.

No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Fundraising and no such prospectus is required to be published.

Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward-looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward‐looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward‐looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company, Panmure Gordon and Dowgate expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.

Panmure Gordon and Dowgate are authorised and regulated in the United Kingdom by the FCA and are acting exclusively as joint bookrunner for the Company and no one else in connection with the Fundraising, the contents of this Announcement or any other matters described in this Announcement. Panmure Gordon is also acting as Nominated Adviser to the Company for the purposes of the AIM Rules. Panmure Gordon and Dowgate will not regard any other person as its client in relation to the Fundraising, the content of this Announcement or any other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Fundraising, the content of this Announcement or any other matters referred to in this Announcement. Panmure Gordon's responsibilities as Nominated Adviser to the Company are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Panmure Gordon or Dowgate (apart from the responsibilities or liabilities that may be imposed by FSMA or the regulatory regime established thereunder) and/or by any of its affiliates and/or any of its Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of Panmure Gordon, Dowgate and/or any of their affiliates and/or by any of their Representatives in connection with the Company, the New Shares or the Fundraising and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Panmure Gordon, Dowgate and/or any of their affiliates and/or any of their Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

 

END