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Schedule 1 - Feedback Plc

30 Apr 2014 09:41

RNS Number : 8919F
AIM
30 April 2014
 



ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 

 

COMPANY NAME:

 

Feedback plc (the "Company" or "Feedback")

 

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

 

26 Red Lion Square, London WC1R 4AG

 

 

COUNTRY OF INCORPORATION:

 

United Kingdom

 

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 

www.fbk.com

 

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

The acquisition of Cambridge Computed Imaging Limited ("CCI") and TexRAD Limited ("TexRAD") will result in a reverse takeover under AIM Rule 14. The business of the enlarged group, of which the main country of operation will be the UK, will be that of CCI and TexRAD.

 

CCI was formed in 2001 by former employees of the Department of Radiology at Papworth Hospital (now Papworth Hospital NHS Foundation Trust) to provide picture archiving and communication systems (PACS) for the display, review, manipulation and archiving of medical images. TexRAD was spun out from the University of Sussex in 2011 and was established to develop textural analysis tools for the detection and measurement of quantitative imaging biomarkers within cancer tumours.

 

CCI specialises in providing software that helps doctors use medical images in diagnosis and treatment. Since its foundation, CCI has focused on supporting the needs of Papworth Hospital, the UK's largest specialist cardiothoracic hospital, and other facilities where its software is used to support diagnosis, treatment planning, treatment response and knowledge sharing within multi-disciplinary teams.

 

TexRAD offers an innovative quantitative tool to those researching the diagnosis, prognosis and treatment response of cancer. The technology enables quantitative textural analysis of heterogeneity to be found in routinely acquired clinical diagnostic images which could serve to risk stratify tumours and assist in response evaluation. Research customers have shown that using TexRAD's quantitative textural analysis, heterogeneity could further add value to existing markers of tumour size, density and perfusion as a quantitative imaging biomarker and potentially assist in clinical decision making by optimising care pathways for improved patient outcomes and provide cost-effective patient management.

 

Both Tom Charlton and Trevor Brown are participating in the Subscription. In addition, Tom Charlton is a shareholder in CCI. The participation of Messrs Charlton and Brown in the Subscription and Mr Charlton's entry into the CCI acquisition agreement are related party transactions in accordance with the AIM Rules.

 

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

190,746,746 ordinary shares of 0.25p per share.

 

There are no restrictions on the transfer of securities.

 

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

New capital to be raised on Admission to AIM: £300,000, £260,000 of which is being subscribed for by directors of the Company.

Anticipated market capitalisation: approximately £2.38 million.

 

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

53.11%

 

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

 

None

 

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Nicholas Nick Steven Shepheard (Chairman and Chief Executive)

Simon Gregory Barrell (Non-executive Director)

Trevor Edward Brown (Non-executive Director)

Thomas Tom William George Charlton (Non-executive Director)

 

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

 

As at the date of this announcement

As at admission

Number of Ordinary Shares

Percentage of Existing Shares (%)

Number ofOrdinary Shares

Percentage of Issued Share Capital (%)

Trevor Edward Brown

39,189,111

29.93

49,589,111

26.00

Thomas Tom William George Charlton

34,084,808

26.03

46,717,408

24.49

William Roy Ruffler

9,397,893

7.18

12,597,893

6.60

Prof John Westcott

5,999,287

4.58

5,999,287

3.15

Nicholas Nick Shepheard

5,000,000

3.82

5,000,000

2.62

University of Sussex

0

0.00

9,400,000

4.93

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

 

None

 

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

 

i) 31 May

ii) 30 November 2013

iii) 30 November 2014, 28 February 2015, 30 November 2015

 

 

EXPECTED ADMISSION DATE:

19 May 2014

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Sanlam Securities UK Limited,10 King William Street, London EC4N 7TW

 

 

NAME AND ADDRESS OF BROKER:

 

Joint Broker - Sanlam Securities UK Limited,10 King William Street, London EC4N 7TW

Joint Broker - Peterhouse Corporate Finance Limited, 31 Lombard Street, London EC3V 9BQ

 

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

Sanlam Securities UK Limited,10 King William Street, London EC4N 7TW

 

The admission document containing full details regarding the applicant and admission of its securities will be available from the Company's website www.fbk.com.

 

 

DATE OF NOTIFICATION:

 

30 April 2014

 

 

NEW/ UPDATE:

 

NEW

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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