TIDMKOOV
RNS Number : 4592C
Koovs PLC
16 October 2015
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO
SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE SECURITIES LAWS
OR REGULATIONS.
16 October 2015
For immediate release
Koovs plc
Proposed Directors' Subscription for GBP1.1 million of new
Ordinary Shares in Koovs
Koovs plc ("Koovs", the "Company" and, together with its
subsidiary undertakings, the "Group") (AIM: KOOV) today announces
that certain Directors of the Company are shortly expected to
subscribe for GBP1.1 million of new ordinary shares of one penny
each ("Ordinary Shares") in the Company (the "Subscription
Shares"), (the "Subscription").
The net proceeds of the Subscription will be used to fund the
Group's plan to accelerate growth in its business and to provide
funding for a marketing campaign in November.
The following Directors are expected to participate in the
Subscription and subscribe for the following amounts:
Name Role Size of Subscription(GBP)
------------------ ----------------- --------------------------
Lord Waheed Alli Chairman 900,000
------------------ ----------------- --------------------------
Chief Executive
Mary Turner Officer 100,000
------------------ ----------------- --------------------------
Chief Creative
Robert Bready Officer 100,000
------------------ ----------------- --------------------------
The Subscription will be a related party transaction under Rule
13 of the AIM Rules for Companies.
A further announcement will be made in due course giving details
of the Subscription, in particular the total number of new Ordinary
Shares to be issued, the subscription price and the timing of
expected admission of the new Ordinary Shares to trading on the AIM
market of the London Stock Exchange.
Potential subsequent equity fundraising
As previously announced, the Board is in on-going discussions
with potential investors to provide further, more material, funding
for the Group's business. It is expected that a further tranche of
equity investment, including further participation by certain of
the Directors, will be announced prior to the end of 2015 and it is
anticipated that such investment will be conducted at the same
price that the Subscription is conducted at.
As part of this subsequent fundraising, in order to regularise
the Group structure, the Board is also considering an opportunity
to acquire further shares in Koovs Marketing Consulting Pvt. Ltd.
("Koovs India"), its Indian subsidiary, from Infotel E-Commerce
Private Limited ("Infotel"), a company controlled by the Nahata
family. Koovs is currently interested in 57.5 per cent. of the
issued share capital of Koovs India and, subject to the necessary
approvals, the Board is considering the acquisition of shares which
would increase Koovs' interest to approximately 90 per cent. of the
issued share capital of Koovs India. The funding for this
investment would be achieved through the subscription for new
shares in Koovs.
The subsequent equity fundraising and proposed regularisation of
the Group structure is expected to be conditional upon, amongst
other things, shareholder approval and may also be subject to
Takeover Panel approval in relation to a potential Rule 9 whitewash
of interests in the Company, to the extent they would otherwise
exceed 30 per cent. of the enlarged issued share capital of the
Company.
A further announcement will be made in due course.
For further information,
please contact:
Koovs plc Tel: +44 (0)20 7151 0170
Roy Naismith
Peel Hunt LLP
Dan Webster / George Tel: +44 (0) 20 7418
Sellar 8900
Brunswick Group LLP
Nick Claydon /Natalia Tel: +44 (0) 20 7404
Dyett 5959
Notes to Editors
Koovs is focused on building KOOVS.COM into the leading fashion
destination in India. The Company is headquartered in London, where
the majority of its design and buying team is based, with all other
operational functions based in India.
Important Notice
The distribution of this announcement and any other
documentation associated with the Subscription into jurisdictions
other than the United Kingdom may be restricted by law. Persons
into whose possession these documents come should inform themselves
about and observe any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities
laws or regulations of any such jurisdiction. In particular, such
documents should not be distributed, forwarded to or transmitted,
directly or indirectly, in whole or in part, in, into or from the
United States, Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction where to do so may constitute a
violation of the securities laws or regulations of any such
jurisdiction (each a "Restricted Jurisdiction").
The Subscription Shares have not been and will not be registered
under the US Securities Act 1933 (as amended) (the "US Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and, accordingly, may not
be offered, sold, resold, taken up, transferred, delivered or
distributed, directly or indirectly, within the United States
except in reliance on an exemption from the registration
requirements of the US Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States. The Subscription Shares have not been and will
not be registered under the relevant laws of any state, province or
territory of any Restricted Jurisdiction and may not be offered,
sold, resold, taken up, transferred, delivered or distributed,
directly or indirectly, within any Restricted Jurisdiction except
pursuant to an applicable exemption from registration requirements.
There will be no public offer of Subscription Shares in Australia,
Canada, Japan, or the Republic of South Africa.
This announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire any of the
Subscription Shares. In particular, this announcement does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in the United States. The Subscription Shares have not
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Subscription
or the accuracy or adequacy of this announcement. Any
representation to the contrary is a criminal offence in the United
States.
This announcement has been issued by, and is the sole
responsibility of, the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company or Peel Hunt LLP. Subject to the AIM
Rules for Companies, the issue of this announcement shall not, in
any circumstances, create any implication that there has been no
change in the affairs of the Company since the date of this
announcement or that the information contained in it is correct at
any subsequent date.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting for the
Company and no one else in connection with the Subscription and
will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Subscription and
will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Subscription or any matters referred to
in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Peel Hunt LLP by the Financial Services and
Markets Act 2000 or the regulatory regime established thereunder,
Peel Hunt LLP does not accept any responsibility whatsoever for the
contents of this announcement, and makes no representation or
warranty, express or implied, for the contents of this
announcement, including its accuracy, completeness or verification,
or for any other statement made or purported to be made by it, or
on its behalf, in connection with the Company or the Subscription
Shares or the Subscription, and nothing in this announcement is or
shall be relied upon as, a promise or representation in this
respect whether as to the past or future. Peel Hunt LLP accordingly
disclaims to the fullest extent permitted by law all and any
liability whether arising in tort, contract or otherwise (save as
referred to above) which it might otherwise have in respect of this
announcement or any such statement.
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