TIDMKCR
RNS Number : 3569J
K&C REIT PLC
08 September 2016
8 September 2016
K&C REIT plc
('K&C' or the 'Company')
Put Options Arrangements with Vendor of Silcott Properties
Limited
The Company acquired Silcott Properties Limited ('Silcott') on
the date of the Company's admission to AIM on 3 July 2015 as part
of its IPO arrangements. As part of the terms of the acquisition,
it was agreed with the vendor of Silcott that GBP300,000 of the
consideration due to the vendor would be payable in the form of
ordinary shares in the Company issued at 10p per ordinary share
(the 'Consideration Shares'). It was also agreed that, of the
3,000,000 Consideration Shares to be issued to the vendor,
2,700,000 would be subject to the terms of a put option agreement
to be entered into between the vendor and three of the Company's
directors, Tim James, Christopher James and Oliver Vaughan (the
'Put Option Arrangements').
Pursuant to the Put Option Agreements, in the event that any of
the Consideration Shares were not sold within a year from the date
of completion of the acquisition of Silcott, the vendor has the
right (exercisable within a six-month period following the first
anniversary of completion) to require Tim James, Christopher James
and Oliver Vaughan to purchase 40.74 per cent. (1,100,000 shares),
40.74 per cent (1,100,000 shares) and 18.52 per cent (500,000
shares) respectively of the Consideration Shares (the 'Put Option
Shares') at 10p per ordinary share (in total 2,700,000 shares).
The Admission Document published by the Company on 30 June 2015
stated that Tim James, Christopher James and Oliver Vaughan would
purchase 38.64 per cent. (1,043,172 shares), 38.64 per cent.
(1,043,172 shares) and 22.73 per cent. (613,656 shares)
respectively of the Put Option Shares. These numbers were
marginally incorrect and the numbers set out in the above paragraph
are the correct numbers applicable to the Put Option
Arrangements.
The acquisition of Silcott was completed by the Company on
admission on 3 July 2015. The vendor has informed the directors
that it wishes to exercise its rights under the Put Option
Arrangements and accordingly the directors have today effected the
following arrangements with the vendor.
Christopher James
In respect of the obligation of Christopher James to purchase
1,100,000 Put Option Shares from the vendor at 10p per ordinary
share, Christopher has satisfied this obligation by the purchase of
the relevant number of Put Option Shares from the vendor, with the
legal interest remaining with Christopher whilst the beneficial
interest is transferred to an adult family member of his.
Financing for this purchase of Put Option Shares was provided by
a current shareholder in the Company, Edward Vandyk. The loan is
for a period of one year from 8 September 2016, being the date on
which the financing was provided for the purchase of the Put Option
Shares.
Security for the loan has been provided by way of a first legal
mortgage over the Put Option Shares and by the deposit by the
purchaser of the Put Option Shares in Mr Vandyk's CREST nominee
account. As additional security, Christopher has also deposited his
entire respective shareholdings in the Company, of 2,250,001
ordinary shares (the 'Additional Security Shares'), in Mr Vandyk's
CREST nominee account.
Tim James
In respect of the obligation of Tim James to purchase 1,100,000
Put Option Shares, Tim has today entered into an agreement that Mr
Vandyk will purchase the 1,100,000 Put Option Shares from the
vendor in his place.
Tim and Mr Vandyk have also entered into a separate Put Option
Agreement (the 'New Put Option') granting Mr Vandyk the right to
require Tim to purchase 1,100,000 ordinary shares at 10p per
ordinary share from him at any time before 31 December 2016.
Security for the performance of the New Put Option has been
provided by way of a first legal mortgage over 1,087,500 ordinary
shares (the 'Additional Security Shares') belonging to Tim
James.
Security Arrangements
In summary, Mr Vandyk together with members of his family have
taken security over 1,100,000 of Christopher James' Put Option
Shares, 2,250,001 of Christopher James' current holding of ordinary
shares and 1,087,500 of Tim James' current holding of ordinary
shares (together the 'Secured Shares').
The security arrangements make clear that unless and until the
security becomes enforceable, no beneficial interest in the Secured
Shares has been transferred to Mr Vandyk or his family members. In
addition, Tim and Christopher retain the right to exercise all
voting and other rights attaching to the Secured Shares. However,
in the event that the security becomes enforceable, Mr Vandyk, or
one of the family members of his who are party to the security
arrangements, will become both the legal and beneficial owner of
the Secured Shares. In such circumstances and based on his current
shareholding of 400,000 shares, his interest in the 1,100,000
shares acquired from Tim James and the 500,000 shares acquired from
Oliver Vaughan (see below), the total interest of Mr Vandyk and his
family members would be 13.8 per cent. of the ordinary share
capital of the Company.
Oliver Vaughan
In respect of the obligation of Oliver Vaughan to purchase
500,000 Put Option Shares, Oliver has today entered into an
agreement that Mr Vandyk will purchase the 500,000 Put Option
Shares from the vendor in his place.
As a consequence of these transactions, the directors no longer
have any interest in the Put Option Shares.
This announcement contains inside information.
Contacts:
K&C REIT info@kandc-reit.co.uk
Tim James, Managing Director +44 (0) 7768 833
029
www.kandc-reit.co.uk
Stockdale Securities
Robert Finlay/Rose Ramsden +44 (0) 20 7601 6115
Yellow Jersey PR
Philip Ranger/Harriet Jackson +44 (0) 7768 534 641
Notes to Editors:
K&C's objective is to build a substantial residential
property portfolio that generates secure income flow for
shareholders through the acquisition of SPVs (Special Purpose
Vehicles) with inherent historical capital gains. The Directors
intend that the group will acquire, develop and manage residential
property assets in Central London and other key residential areas
in the UK.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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