TIDMKOOV
RNS Number : 8439W
Koovs PLC
29 April 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
RESULT OF GENERAL MEETING
Koovs plc confirms Capital Raising of GBP21.9 million
to fund growth and bring ownership of Koovs India to 100%
Introduction
Koovs plc ("Koovs", the "Company" and, together with its
subsidiary undertakings, the "Group") (AIM: KOOV.L) is pleased to
announce that it has raised gross proceeds of GBP21.9 million
through the issue of 87,600,000 New Ordinary Shares at a price of
25 pence per Ordinary Share.
This Capital Raising includes investments from both existing
shareholders and new institutional investors including Ruffer
LLP.
As previously detailed, proceeds of the Capital Raising will be
used to fund the Company's growth plan, starting in May with the
next phase of its high-profile multi-channel marketing campaign,
that will extend to five additional cities. This builds on the
highly successful "Step into Koovs" campaign, which saw brand
awareness increase from less than 1% to 8% and took web visits to
over 1 million per week. The funds will also be used for working
capital. In addition, some funds will be used to acquire the
remaining 38.6% stake in Koovs Marketing Consulting Private Limited
("Koovs India"), as a result of which Koovs will own 100 per. cent.
of its subsidiary.
As outlined on 13 April, the Company has the potential to raise
further tranches of funds as part of this Capital Raising. As a
result of the resolutions passed at today's General Meeting, the
Company has authority to raise up to an additional GBP8.1million at
25 pence per Ordinary Share prior to 30 June 2016.
Mary Turner, CEO of Koovs commented:
"India's online fashion market is expected to increase five-fold
by 2020, to GBP1.5 billion, and we have a clear strategy to
accelerate Koovs' growth in this market. Today's successful Capital
Raising demonstrates the confidence of both new and existing
investors in our strategy and provides us with further investment
to scale the business. Our near term priority is to continue to
build the brand, and we will be launching the next phase of our
highly successful marketing campaign in five additional cities. Our
ambition remains to become India's number one western fashion
destination by 2020 and today's announcement marks a next
significant step towards that goal."
Results of General Meeting
Following the announcement by the Company on 13 April 2016 in
connection with the proposed Capital Raising, the Company is
pleased to announce that all of the Resolutions proposed at the
General Meeting held earlier today were duly passed.
Details of the Capital Raising
The Company today announces that it has raised gross proceeds of
GBP21.9 million through the issue of 87,600,000 New Ordinary Shares
at a price of 25 pence per Ordinary Share ("Issue Price") pursuant
to the Capital Raising ("Initial Tranche"), ("Initial Tranche
Shares").
The Initial Tranche comprises investments by, among others, Lord
Waheed Alli, Baroness Gail Rebuck and Ruffer LLP. The Initial
Tranche Shares represent approximately 195 per cent. of the
existing issued share capital of the Company.
The Initial Tranche is conditional upon Admission becoming
effective and the placing agreement between the Company and Peel
Hunt not being terminated in accordance with its terms. Application
will be made for the Initial Tranche Shares to be admitted to
trading on AIM ("Admission"). Admission and dealings in the Initial
Tranche Shares is expected to take place at 8.00 a.m. on 3 May
2016.
Following Admission, the Company will have 132,483,691 Ordinary
Shares in issue (there are currently no shares held in treasury)
("Enlarged Issued Share Capital"). The New Ordinary Shares will
rank pari passu in all respects with the existing Ordinary Shares.
The total number of voting rights in the Company will therefore be
132,483,691.
Acquisition of remaining stake in Koovs India to complete 100
per. cent. ownership by Koovs plc.
As part of the Capital Raising, the Company has also taken the
opportunity to acquire further shares in Koovs India, its Indian
subsidiary, from Infotel E-Commerce Private Limited ("Infotel"), a
company controlled by Anant Nahata. Accordingly, the Company has
today entered into a share purchase agreement to acquire Infotel's
entire 38.6 per. cent. holding in Koovs India for a total cash
consideration of GBP9.0 million, thereby regularising the Group
structure with Koovs India becoming a wholly owned subsidiary of
the Company. The share purchase agreement is conditional upon,
amongst other things, Admission. Completion is expected to take
place shortly after Admission on 3 May 2016.
Potential further issue of shares under the Capital Raising
Pursuant to the passing of the Resolutions at today's General
Meeting, the Company has authority to raise up to GBP30 million in
connection with the Capital Raising. In accordance with the terms
of the Resolutions, following Admission, the Company is seeking to
raise further funds up to a maximum of GBP8.1 million prior to 30
June 2016, potentially via multiple admissions to AIM. There is no
certainty that agreements relating to any such further funds will
be entered into and the Company will provide further information in
due course.
Related party transaction - Capital Raising
Lord Waheed Alli, a director of the Company, and Silvergate
Investments Limited (which is a company wholly owned by Lord Waheed
Alli), together hold a total of 12,899,218 existing Ordinary Shares
representing 28.7 per cent. of the existing issued share capital of
the Company. Lord Waheed Alli has agreed, together with a connected
person, to subscribe for 23,800,000 New Ordinary Shares in the
Initial Tranche. Following completion of the Initial Tranche, Lord
Waheed Alli and his connected persons will have an interest in
36,699,218 Ordinary Shares which will represent 27.7 per cent. of
the Enlarged Issued Share Capital.
Baroness Gail Rebuck, a director of the Company, holds no
existing Ordinary Shares. Baroness Gail Rebuck has agreed to
acquire 800,000 New Ordinary Shares in the Initial Tranche.
Following completion of the Initial Tranche, Baroness Gail Rebuck
will have an interest in 800,000 Ordinary Shares which will
represent 0.6 per cent. of the Enlarged Issued Share Capital.
Nextwave Ventures Pte. Ltd. ("Nextwave Ventures") holds a total
of 9,200,000 existing Ordinary Shares representing 20.5 per cent.
of the existing share capital of the Company. Dragon Asia Holdings
Pte Ltd ("Dragon Asia Holdings"), a company connected to Nextwave
Ventures, has agreed to subscribe for 26,800,000 New Ordinary
Shares in the Initial Tranche. Following completion of the Initial
Tranche, Nextwave Ventures and Dragon Asia Holdings will together
have an interest in 36,000,000 Ordinary Shares which will represent
27.2 per cent. of the Enlarged Issued Share Capital.
Michinoko Limited ("Michinoko") holds a total of 7,621,855
existing Ordinary Shares representing 17.0 per cent. of the
existing share capital of the Company. Michinoko has agreed to
subscribe for 8,000,000 New Ordinary Shares in the Initial Tranche.
Following completion of the Initial Tranche, Michinoko will have an
interest in 15,621,855 Ordinary Shares which will represent 11.8
per cent. of the Enlarged Issued Share Capital.
Lord Waheed Alli, Baroness Gail Rebuck, Dragon Asia Holdings and
Michinoko will in each case be treated as a "related party" for the
purposes of Rule 13 of the AIM Rules in relation to the
participation by them (or their associates) in the Initial
Tranche.
The Directors (excluding Lord Waheed Alli and Baroness Gail
Rebuck), having consulted with Peel Hunt in its capacity as the
Company's nominated adviser for the purposes of the AIM Rules,
consider the terms on which Lord Waheed Alli, Baroness Gail Rebuck,
Dragon Asia Holdings and Michinoko will subscribe for New Ordinary
Shares in the Initial Tranche to be fair and reasonable insofar as
Shareholders are concerned.
Related party transaction - Acquisition of shares in Koovs
India
Anant Nahata, a director of the Company, controls Infotel. Anant
Nahata will therefore be treated as a "related party" for the
purposes of Rule 13 of the AIM Rules in relation to the acquisition
by the Company of shares in Koovs India from Infotel (as described
above).
Koovs India is the main operating company in the Group,
supplying branded fashion garments and accessories for exclusive
distribution through the Koovs.com website. As reported in the
Group's Annual Financial Statements, in the year ended 31 March
2015, Koovs India generated a loss before taxation of INR 632.5
million (GBP6.4 million).
The Directors (excluding Anant Nahata), having consulted with
Peel Hunt in its capacity as the Company's nominated adviser for
the purposes of the AIM Rules, consider the terms on which the
Company will acquire shares in Koovs India to be fair and
reasonable insofar as Shareholders are concerned.
Concert party
For the purposes of the Takeover Code, Anant Nahata, Exicom
Tele-Systems (Singapore) Pte. Ltd., Nextwave Ventures and Dragon
Asia Holdings are deemed to be a concert party shareholder in the
Company (the "Concert Party"). Following the Initial Tranche, the
Concert Party will have an interest in 39,622,283 Ordinary Shares
which will represent 29.9 per cent. of the Enlarged Issued Share
Capital.
(MORE TO FOLLOW) Dow Jones Newswires
April 29, 2016 07:00 ET (11:00 GMT)
Terms defined in the circular dated 13 April 2016 have the same
meaning in this announcement, save where the context otherwise
requires.
For further information,
please contact:
Koovs plc Tel: +44 (0)20 7151
Mary Turner / Roy 0170
Naismith
Peel Hunt LLP
Dan Webster Tel: +44 (0) 20 7418
George Sellar 8900
Adrian Trimmings
Jock Maxwell Macdonald
(ECM)
Brunswick Group LLP
Nick Claydon / Alison Tel: +44 (0) 20 7404
Kay 5959
Important Notice
The distribution of this announcement and any other
documentation associated with the Capital Raising 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 New Ordinary 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.
There will be no public offer of the New Ordinary Shares in the
United States. The New Ordinary Shares are being offered and sold
outside the US in reliance on Regulation S under the US Securities
Act. The New Ordinary Shares have not been approved or disapproved
by the US Securities and Exchange Commission, any state securities
commission in the US or any other US regulatory authority, nor have
any of the foregoing authorities passed upon or endorsed the merits
of the offering of the New Ordinary Shares or the accuracy or
adequacy of this announcement. Any representation to the contrary
is a criminal offence in the US.
The New Ordinary 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 New Ordinary 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
New Ordinary Shares.
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. 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.
Capital Raising
Participation in the Capital Raising will be for invited
subscribers only and members of the public are not eligible to take
part in the Capital Raising. The details of the Capital Raising
contained in the Company's announcement dated 13 April 2016 and
this announcement are for information purposes only and do not
constitute an offer to sell or issue, or the solicitation of an
offer to buy or subscribe for New Ordinary Shares. No public offer
of securities of the Company is being made in the United Kingdom,
the United States or elsewhere.
THE CAPITAL RAISING IS ONLY DIRECTED AT (A) PERSONS IN MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS
DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000, AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC AS
AMENDED (INCLUDING ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN
ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) ('INVESTMENT PROFESSIONALS') OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF
THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THE INFORMATION ON THE CAPITAL RAISING MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THE CAPITAL RAISING RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THE CAPITAL RAISING DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
THE CAPITAL RAISING WILL BE FOR INVITED RELEVANT PERSONS ONLY
WHO WILL BE INVITED TO, AND WHO CHOOSE TO, PARTICIPATE IN THE
CAPITAL RAISING AND BY WHOM OR ON WHOSE BEHALF A COMMITMENT TO
SUBSCRIBE FOR NEW ORDINARY SHARES IS GIVEN.
Peel Hunt, 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 Capital Raising and
will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Capital Raising
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 Capital Raising or any matters referred
to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Peel Hunt by the Financial Services and Markets
Act 2000 or the regulatory regime established thereunder, Peel Hunt
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 New Ordinary Shares or the Capital Raising,
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 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.
No statement in this announcement is intended to be a profit
forecast or estimate and no statement in this announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements
regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Company's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or
implied by the forward-looking statements. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements in this announcement are based on
certain factors and assumptions, including the Directors' current
view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. Whilst the Directors
consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as
required by law or by the AIM Rules for Companies, the Company
undertakes no obligation to release publicly the results of any
revisions to any forward-looking statements in this announcement
that may occur due to any change in the Directors' expectations or
to reflect events or circumstances after
(MORE TO FOLLOW) Dow Jones Newswires
April 29, 2016 07:00 ET (11:00 GMT)
the date of this announcement.
This announcement should not be considered a recommendation by
the Company, Peel Hunt or any of their respective directors,
officers, employees, advisers or any of their respective
affiliates, parent undertakings, subsidiary undertakings or
subsidiaries of their parent undertakings in relation to any
purchase of or subscription for the New Ordinary Shares. Price and
volumes of, and income from, securities may go down as well as up
and an investor may not get back the amount invested. It should be
noted that past performance is no guide to future performance.
Persons needing advice should consult an independent financial
adviser.
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMLLFEISFIAFIR
(END) Dow Jones Newswires
April 29, 2016 07:00 ET (11:00 GMT)
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