TOOPLE PLC

Share Issue/Capital Change • Feb 17, 2020

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RNS Number : 2043D

Toople PLC

17 February 2020

Toople PLC

("Toople" or the "Company")

Result of General Meeting

Completion of Placing and Acquisition

The Board of Toople, a provider of bespoke telecom services to UK SMEs, is pleased to announce that, at the General Meeting held earlier today, all resolutions were duly passed.  Capitalised terms used but not defined in this announcement have the meaning given to them in the proposed acquisition, placing and notice of general meeting announcement dated 31 January 2020.

Placing and Acquisition

Following the passing of the resolutions, it is expected that the completion of the Placing and the Acquisition of DMS Holding will take place at 08.00 a.m. tomorrow on the Admission of the New Ordinary Shares to the standard segment of the Official List and to trading on the London Stock Exchange's main market for listed securities.

Issue of Equity

Application has been made to London Stock Exchange for the Placing Shares, the Consideration Shares and the Fee Shares to be admitted to trading on the main market for listed securities and it is anticipated that trading in the New Ordinary Shares will commence at 8.00 a.m. on 18 February 2020.  The New Ordinary Shares will rank pari passu with the Existing Ordinary Shares. 

Total Voting Rights

Following Admission, the Company's issued share capital will comprise 3,520,051,135 Ordinary Shares with voting rights.  The Company does not hold any Ordinary Shares in treasury. The figure of 3,520,051,135 Ordinary Shares may therefore be used by shareholders in 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 and Transparency Rules.

Director Shareholdings

Director	Existing Holding of Ordinary Shares	Number of Fee Shares to be issued in lieu of remuneration and fees owed	Number of Placing Shares subscribed for	Resultant Holding of Ordinary Shares on Admission	Percentage of Enlarged Issued Share Capital
Richard Horsman (Director)	12,500,000	41,666,680	16,000,000	70,166,680	1.99
Geoffrey Wilson  (Director)	6,366,666	28,800,000	-	35,166,666	1.00
Kevin Lawrence  (Director)	3,966,666	55,995,000	-	59,961,666	1.70

Grant of Warrants

In addition, the Fee Warrants and Placing Warrants will be issued to the Directors as set out in the table below:

Director	Number of Fee Warrants issued	Number of Placing Warrants	Number of warrants held prior to the Placing	Resultant Holding of warrants held on Admission
Richard Horsman (Director)	20,833,340	8,000,000	2,000,000	30,833,340
Geoffrey Wilson  (Director)	14,400,000	-	1,000,000	15,400,000
Kevin Lawrence  (Director)	27,997,500	-	-	27,997,500

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

-ends-

For further information please visit www.Toople.com or contact:

Toople PLC Andy Hollingworth, Chief Executive Officer / Kevin Lawrence, Chief Financial Officer	Tel: 0800 0499 499
Cairn Financial Advisers LLP Sandy Jamieson/Tony Rawlinson/Ludovico Lazzaretti	Tel: 020 7213 0880
Novum Securities Limited David Coffman	Tel: 020 7399 9400
Turner Pope Investments Limited Andy Thacker / Zoe Alexander	Tel: 020 3657 0050
Belvedere Communications John West / Llew Angus	Tel: 020 3687 2754

Notes to editors:

Toople PLC, a company incorporated in the UK provides a range of telecoms services primarily targeted at the UK SME market. Services offered by the Group include business broadband, fibre, EFM and Ethernet data services, business mobile phones, cloud PBX and SIP Trunking and Traditional Services (calls and lines) all of which are delivered and managed through Merlin, the Group's proprietary software platform.

The Group is differentiated by its focus on creating small business connectivity solutions, with robust and reliable packages that will enhance our customer's companies. In addition, our vision is based on trust and transparency, with no hidden fees within our pricing policy providing customers with a clear understanding of cost.

Toople Plc has a strong and highly experienced Board and management team who are focused on growing the business both organically and by identifying earnings enhancing strategic acquisition opportunities.

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	a)     Richard Horsman b)    Geoffrey Wilson c)     Kevin Lawrence
2	Reason for notification
a.	Position/Status	a)     Director b)    Director c)     Director
b.	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Toople plc
b.	LEI	213800P3DSCKSEHPU161
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 0.0667 pence   ISIN: GB00BZ8TP087
b.	Nature of the transaction	Issue of ordinary shares
c.	Price(s) and volume(s)
	Price(s) per share	Volume(s)
a)   0.1 pence b)   0.1 pence c)   0.1 pence	a)     57,666,680 b)    28,800,000 c)     55,995,000
d.	Aggregated information - Aggregated Volume - Price	142,461,680
e.	Date of the transaction	18 February 2020
f.	Place of the transaction	London Stock Exchange

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	d)    Richard Horsman e)    Geoffrey Wilson f)     Kevin Lawrence
2	Reason for notification
a.	Position/Status	d)    Director e)    Director f)     Director
b.	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Toople plc
b.	LEI	213800P3DSCKSEHPU161
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	Warrants over ordinary shares of 0.0667 pence   ISIN: GB00BZ8TP087
b.	Nature of the transaction	Grant of warrants
c.	Price(s) and volume(s)
	Price(s) per share	Volume(s)
d)   0.1 pence e)   0.1 pence f)    0.1 pence	d)    28,833,340 e)    14,400,000 f)     27,997,500
d.	Aggregated information - Aggregated Volume - Price	71,230,840 0.1 pence
e.	Date of the transaction	18 February 2020
f.	Place of the transaction	London Stock Exchange

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