RE: RNS deal done21 Oct 2019 14:45
21 October 2019
Adept4 plc
("Adept4", the "Group" or the "Company")
Result of General Meeting, Completion of Acquisition, Appointment of Chief Executive Officer, Company Name Change, Issue of Equity, Admission of the Acquisition Shares and Total Voting Rights
Adept4 plc (AIM: AD4) is pleased to announce that at the General Meeting held today for Shareholders to approve the proposed acquisition of CloudCoCo Limited and change of the Company's name, all Resolutions were duly passed.
Accordingly, the Board is pleased to announce that the Acquisition has now legally completed.
Appointment of Chief Executive Officer
The Board is delighted to announce that, at Completion, Andy Mills was appointed to the Board as an Executive Director of the Company and its Chief Executive Officer. A summary of the service contract that Mr Mills entered into with the Company on Completion is provided on page 23 of the circular and Notice of General Meeting sent to Shareholders dated 02 October 2019 ("the Circular"). Further regulatory disclosures in relation to Mr Mills, as required by the AIM Rules, are set out in the appendix to this announcement.
Company Name Change
Following Shareholder approval received today for a change in the Company's name to CloudCoCo Group plc, a rebranding programme is now underway. Once this exercise is complete, the Company will formally change its name, website address and trading ticker. An announcement confirming the timetable for these changes will be made in due course.
Issue of Equity, Admission of the Acquisition Shares, Debt Refinancing and Total Voting Rights
Immediately upon Completion, the Company exercised its call option under the Option Agreement as described in further detail on page 21 of the Circular, with the Company acquiring the Loan Notes issued as consideration for the Acquisition and, in exchange, issuing and unconditionally allotting 218,160,586 Acquisition Shares to the Sellers.
Application has been made to the London Stock Exchange for the Acquisition Shares, which have been credited as fully paid and are identical to and rank pari passu in all respects with the Existing Ordinary Shares, to be admitted to trading on AIM. It is expected that trading in the Acquisition Shares will commence on AIM at 08.00 a.m. on or around 22 October 2019.
The Board also confirms that the Debt Refinancing, as described in the Circular has also been successfully completed. Following the issue of the Acquisition Shares, the Enlarged Share Capital comprises 445,225,686 Ordinary Shares each carrying one voting right.
The Company does not hold any Ordinary Shares in treasury. The total number of voting rights is therefore 445,225,686. 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 Company under the FCA's Disclosure Guidance and Transp
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