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 JURISDICTION.
17 June 2024
Cambridge Cognition Holdings plc
("Cambridge Cognition", the "Company" or the "Group")
Results of General Meeting and Open Offer,
Total Voting Rights and Director/PDMR Dealing
Cambridge Cognition Holdings plc (AIM: COG), which develops and markets digital solutions to assess brain health, is pleased to announce that the Resolutions to approve, inter alia, the proposed Placing, Subscription and Open Offer as set out in the Circular published on 31 May 2024, and put to Shareholders at the General Meeting held earlier today, were duly passed. A summary of the voting results is set out below.
Result of Open Offer
The Company is also pleased to announce that the Open Offer, which closed for acceptances at 11.00 a.m. on 14 June 2023, was significantly oversubscribed with final valid applications being received, including Excess Entitlements, from Qualifying Shareholders in respect of a total of 892,413 Open Offer Shares. This represents a take-up of approximately 287% of the maximum number of Open Offer Shares made available to Qualifying Shareholders. Accordingly, qualifying applications under the Open Offer (other than applications received in respect of Excess Entitlements) will be met in full and a scaling back exercise has been conducted in respect of applications for Excess Entitlements. Accordingly, the Open Offer has raised a further approximately £125,000 for the Company, resulting in aggregate gross proceeds from the Fundraising of approximately £2.6 million.
Result of General Meeting
The Board reports that Resolution 1 passed as an ordinary resolution and Resolution 2 passed as a special resolution. Following the passing of the Resolutions, the Company has received the authority for the Directors to allot and issue the Placing Shares, Subscription Shares and Open Offer Shares.
The proxy voting results of the Resolutions are included below:
| Resolution | FOR | AGAINST | TOTAL | WITHHELD | ||
|
| No. of votes cast | % | No. of votes cast | % | No. of votes cast | No. |
| Resolution 1 To grant the directors authority to allot shares in the Company pursuant to the Fundraising in the amount set out in the Notice of General Meeting | 16,808,160 | 99.15 | 99,920 | 0.59
| 16,952,080 | 6,263 |
| Resolution 2 Conditionally on the passing of Resolution 1, to empower the directors to disapply pre-emption rights on the issue of shares in the Company pursuant to the Fundraising in the amount set out in the Notice of General Meeting | 16,808,160 | 99.15 | 99,920 | 0.59 | 16,952,080 | 6,263 |
Admission and Settlement
The Company has raised total gross proceeds of approximately £2.6 million in aggregate (before expenses) through the Placing, Subscription and Open Offer. Application has been made for 6,561,057 New Shares to be admitted to trading on AIM ("Admission").
Settlement for and admission of the total of 3,657,641 EIS/VCT Shares is expected to take place, and dealings in the EIS/VCT Shares, are expected to commence, at 8:00 a.m. on 18 June 2024.
Settlement for and admission of 1,654,859 General Placing Shares, 937,500 Subscription Shares and 311,057 Open Offer Shares is expected to take place, and dealings in the General Placing Shares, the Subscription Shares and Open Offer Shares are expected to commence, at 8:00 a.m. on 19 June 2024.
The New Shares will rank pari passu with the existing Ordinary Shares. Following Admission, the Company will have 41,710,429 Ordinary Shares in issue.
Total Voting Rights
The Company does not currently hold any shares in treasury. Therefore, the above figure of 41,710,429 Ordinary Shares may be used by shareholders of the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Director/PDMR Dealing
Steven Powell, Matthew Stork, Debra Leeves, Stuart Gall, Alex Livingston-Learmonth and Ricky Dolphin subscribed for an aggregate of 166,050 New Shares at the Issue Price in the Fundraising. Details of the Ordinary Shares held by each of the Directors, following Admission, are detailed in the table below:
| Name | Position | Number of Ordinary Shares | Percentage of share capital following Admission |
| Dr Steven Powell | Non-Executive Chair | 256,375 | 0.61% |
| Dr Matthew Stork | Chief Executive Officer | 223,950 | 0.54% |
| Stephen Symonds | Chief Financial Officer | 32,950 | 0.08% |
| Debra Leeves | Non-Executive Director | 85,000 | 0.20% |
| Richard Bungay | Non-Executive Director | 10,000 | 0.02% |
| Stuart Gall | Non-Executive Director | 37,500 | 0.09% |
| Nick Rodgers | Non-Executive Director | 20,000 | 0.05% |
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.
Enquiries:
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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/
Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs") and persons closely associated ("PCAs") with them.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a)
| Name | 1. Stephen Powell 2. Matthew Stork 3. Debra Leeves 4. Stuart Gall 5. Alex Livingston-Learmonth 6. Ricky Dolphin
| |
| 2 | Reason for the notification | ||
| a)
| Position/status | 1. Non-Executive Chair 2. Chief Executive Officer 3. Non-Executive Director 4. Non-Executive Director 5. Chief Commercial Officer 6. Chief Technology Officer | |
| b) | Initial notification/Amendment | Initial Notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | Cambridge Cognition Holdings plc | |
| b) | LEI | 213800SZKDIN122EPA96 | |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 1p each
GB00B8DV9647 | |
| b) | Nature of transaction | Purchase subject to Admission of new ordinary shares | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | 40 pence per ordinary share
| 1. 30,000 2. 62,500 3. 25,000 4. 37,500 5. 10,000 6. 1,050 |
| | Aggregated information - Aggregated volume - Price | 166,050 40 pence per ordinary share
| |
| e) | Date of the transaction | 17 June 2024
| |
| f) | Place of the transaction | London Stock Exchange, AIM
| |
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