Beeks Financial Cloud Regulatory News (BKS)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF BEEKS FINANCIAL CLOUD GROUP PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

4 April 2022

Beeks Financial Cloud Group plc

("Beeks", the "Group" or the "Company")

PrimaryBid Offer

Beeks Financial Cloud Group plc (AIM: BKS), a cloud computing and connectivity provider for financial markets, is pleased to announce, a conditional offer for subscription via PrimaryBid (the "PrimaryBid Offer") of new ordinary shares of £0.00125 each in the Company ("PrimaryBid Shares").

As separately announced today, the Company is conducting a placing (the "Placing") of new Ordinary Shares (the "Placing Shares", together with the "PrimaryBid Shares", the "New Ordinary Shares") to institutional investors through an accelerated bookbuild (the "Bookbuild"). The price at which the Placing Shares and the PrimaryBid Shares are to be placed (the "Issue Price") will be determined at the close of the Bookbuild.

The PrimaryBid Offer and the New Share Placing are conditional, inter alia, on the passing of the Resolutions by Shareholders to authorise the issue of the New Ordinary Shares at the General Meeting expected to be held at 11:00 a.m. on 22 April 2022 and the New Ordinary Shares being admitted to trading on AIM ("Admission"). Admission is expected to be take place at 8.00 a.m. on 25 April 2022. The PrimaryBid Offer will not be completed without the Placing also being completed.

The Company will use the funds raised to capitalise on the Group's market opportunity, sales pipeline and growth strategy: to provide additional infrastructure capacity and product development (including internal and external resource) for Exchange Cloud, investment into recent contract wins and for additional working capital, including advanced purchases of IT rack capacity, computer servers and other associated hardware to help minimise impact from global supply chain issues, and for transaction costs.

PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The PrimaryBid Offer, via the PrimaryBid mobile app, will be open to individual and institutional investors following the release of this announcement. The PrimaryBid Offer will close at the same time as the Bookbuild is completed. The PrimaryBid Offer may close early if it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is vital to note that once an application for PrimaryBid Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com. 

The PrimaryBid Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

It is a term of the PrimaryBid Offer that the total value of the PrimaryBid Offer available for subscription at the Issue Price does not exceed €8 million in order to ensure that the Company is not required to publish (and the Company has not published) a prospectus in connection with the PrimaryBid Offer as it falls within the exemption set out in section 86(1)(e) and 86(4) of FSMA.

Capitalised terms used in this announcement and not separately defined shall have the meaning given to them in the Company's announcement of the Placing earlier today.

Details of the PrimaryBid Offer

The PrimaryBid Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The PrimaryBid Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the PrimaryBid Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the PrimaryBid Offer is made, including the procedure for application and payment for PrimaryBid Shares, is available to all persons who register with PrimaryBid.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for PrimaryBid Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com before making a decision to subscribe for PrimaryBid Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the PrimaryBid Shares if they are in any doubt. 

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