TIDMKOOV
RNS Number : 2751P
Koovs PLC
16 November 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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Koovs plc
Koovs plc announces strategic investment from the Times of India
Group (GBP3.9m) as part of a further GBP10.9m of new funding, and
up to an additional GBP2m via Broker Option
This capital raise is part of the final tranche of the Company's
three-year investment programme to raise approximately GBP35
million, announced in September 2015. It brings the total raised
under this programme to GBP31 million to date.
Koovs plc ("Koovs", the "Company" and, together with its
subsidiary undertakings, the "Group") (AIM: KOOV.L) is pleased to
confirm a strategic investment in the Company of GBP3.9 million
from the Times of India Group and a further GBP7 million investment
by new and existing shareholders, through the issue of 21,700,000
new Ordinary Shares at 50 pence per Ordinary Share.
The Times of India Group is one of India's leading media groups,
with titles including the Times of India and the Economic Times
publications, as well as popular TV, radio, digital and outdoor
channels.
Furthermore, the Company has firm indications of interest
amounting to approximately GBP2 million of additional investment
from other investors and has also authorised its broker Peel Hunt
to raise up to GBP2 million through the Broker Option. The Broker
Option will also be at an issue price of 50 pence per Ordinary
Share and will be limited to 4 million shares, closing at 6pm on
Friday 18 November 2016.
Mary Turner, Chief Executive Officer of Koovs, says:
"We are delighted to bring on board our new strategic partner in
the Times of India, a leading media company, which will give us
access to TV, outdoor and digital platforms in addition to print
and radio and will help to incrementally extend our coverage
nationwide.
Expansion of the e-commerce market in India is both rapid and
significant, and Koovs is growing faster than the market rate, so
this is an exciting time for us. We have a unique brand position,
exclusive products and a strong following amongst India's young,
aspirational, fashion conscious twenty-somethings. Securing this
funding is an important milestone and a strong validation of
investor confidence in our ability to deliver."
Details of fundraising
Koovs confirms GBP10.9 million new investment in the Company
through the issue of 21,700,000 new ordinary shares of one penny
each in the Company ("Ordinary Shares") at 50 pence per Ordinary
Share (the "Issue Price") (the "Fund Raising").
The Fund Raising comprises a placing by Peel Hunt LLP ("Peel
Hunt") on behalf of Koovs of 9,500,000 new Ordinary Shares at the
Issue Price (the "Placing Shares") with new and existing
shareholders raising GBP4.75 million (the "Placing"), and,
separately, the Company will directly issue 12,200,000 new Ordinary
Shares at the Issue Price (the "Subscription Shares") to new and
existing shareholders raising GBP6.10 million (the
"Subscriptions").
In addition, the Company has firm indications of interest
amounting to approximately GBP2 million of demand at the Issue
Price (the "Further Investments") from other investors and has
granted an option to its broker Peel Hunt to issue up to an
additional 4,000,000 new Ordinary Shares at the Issue Price to
raise additional gross proceeds of up to GBP2 million ("Broker
Option Shares") for the period from the date of this announcement
to 6.00 p.m. on Friday 18 November 2016 to meet any additional
demand from other investors including existing shareholders (the
"Broker Option").
Peel Hunt is acting as nominated adviser, broker and bookrunner
to the Company in connection with the Placing.
The Company has entered a placing agreement with Peel Hunt (the
"Placing Agreement"). Under the terms of the Placing Agreement,
Peel Hunt has placed, as agent for the Company, 9,500,000 Placing
Shares with new and existing shareholders.
The Placing Agreement contains provisions (including customary
market related provisions) entitling Peel Hunt, in certain
circumstances, to terminate the Placing Agreement at any time prior
to admission of the Placing Shares to trading on AIM becoming
effective. The Placing is conditional upon, amongst other things,
the Subscription Agreements (as such term is defined below)
becoming unconditional in all respects and not being terminated in
accordance with their terms, the admission of the Placing Shares to
trading on AIM becoming effective and the Placing Agreement between
the Company and Peel Hunt not being terminated in accordance with
its terms.
The Company has also entered subscription agreements with
certain investors (the "Subscription Agreements"). Under the terms
of the Subscription Agreements these investors will be issued, in
aggregate, 12,200,000 Subscription Shares. The Subscription
Agreements are unconditional save for admission of the Subscription
Shares to trading on AIM.
The Company will allot and issue the Placing Shares and the
Subscription Shares on a non-pre-emptive basis.
The Placing Shares and Subscription Shares represent
approximately 14.5 per cent of the existing issued share capital of
the Company and the Issue Price represents a discount of
approximately 20.6 per cent to the closing mid-market price of
63.00 pence per Ordinary Share on 15 November 2016, being the last
trading day immediately preceding the publication of this
announcement.
The Placing Shares and Subscription Shares, when issued, will be
fully paid and will rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the
date of issue. The Placing Shares and the Subscription Shares will
be issued on a non-pre-emptive basis under the existing authorities
granted to the directors at the Company's annual general meeting
held on 29 September 2016.
Application will be made for the Placing Shares and the
Subscription Shares to be admitted to trading on AIM. Admission and
dealings in the Placing Shares and the Subscription Shares are
expected to take place at 8.00 a.m. on 22 November 2016
("Admission"). Following Admission, the Company will have
171,383,691 Ordinary Shares in issue ("Enlarged Issued Share
Capital").
Details of the Broker Option
The Company has granted the Broker Option to Peel Hunt under the
Placing Agreement in order to give Peel Hunt, with the agreement of
the Company (and subject to applicable laws and regulations), the
flexibility to meet any additional demand from other investors in
the period from the date of this announcement to 6.00 p.m. on
Friday 18 November 2016.
The Broker Option is exercisable on one or more occasions at any
time in part or in whole prior to 6.00 p.m. on Friday 18 November
2016. Any Broker Option Shares will be issued at the Issue Price.
The Broker Option may be exercised by Peel Hunt with the agreement
of the Company but there is no obligation on Peel Hunt to exercise
the Broker Option or to seek to procure subscribers for Broker
Option Shares. The maximum number of new Ordinary Shares that may
be issued pursuant to the exercise of the Broker Option is
4,000,000 new Ordinary Shares with the potential to generate gross
proceeds to the Company of GBP2 million.
Application will be made for the Broker Option Shares to be
admitted to trading on AIM. Admission and dealings in the Broker
Option Shares (if any) is expected to take place at 8.00 a.m. on 23
November 2016.
The Broker Option Shares (if any) will be issued on a
non-pre-emptive basis under the existing authorities granted to the
directors at the Company's annual general meeting held on 29
September 2016.
The Placing Shares, the Subscription Shares, the Broker Option
Shares (if any) and any new Ordinary Shares that may be issued in
connection with the Further Investments are not being made
available to the public and none of the Placing Shares, the
Subscription Shares, the Broker Option Shares nor any new Ordinary
Shares that may be issued in connection with the Further
Investments are being offered or sold in any jurisdiction where it
would be unlawful to do so.
Directors' participation and related party transactions
Lord Waheed Alli, a Director of the Company, has agreed to
subscribe for 1,000,000 Subscription Shares in the Subscriptions.
Following Admission, Lord Waheed Alli and his connected persons
will have an interest in 38,699,218 Ordinary Shares which represent
22.6 per cent of the Enlarged Issued Share Capital.
Baroness Gail Rebuck, a Director of the Company, has agreed to
subscribe for 300,000 Placing Shares in the Placing. Following
Admission, Baroness Gail Rebuck and her connected persons will have
an interest in 1,100,000 Ordinary Shares which represent 0.6 per
cent of the Enlarged Issued Share Capital.
Dragon Asia Holdings Pte Ltd ("Dragon Asia Holdings"), holds a
total of 28,000,000 Ordinary Shares representing 18.7 per cent of
the existing share capital of the Company. Dragon Asia Holdings has
agreed to subscribe for 500,000 Subscription Shares in the
Subscriptions. Following Admission, Dragon Asia Holdings will have
an interest in 28,500,000 Ordinary Shares which represent 16.6 per
cent of the Enlarged Issued Share Capital.
Ruffer LLP on behalf of its clients ("Ruffer") holds a total of
16,625,000 Ordinary Shares representing 11.1 per cent of the
existing share capital of the Company. Ruffer has agreed to
subscribe for 2,500,000 Placing Shares in the Placing. Following
Admission, Ruffer will have an interest in 19,125,000 Ordinary
Shares which represent 11.2 per cent of the Enlarged Issued Share
Capital.
Michinoko Limited ("Michinoko") holds a total of 15,617,805
Ordinary Shares representing 10.4 per cent of the existing share
capital of the Company. Michinoko has agreed to subscribe for
4,000,000 Placing Shares in the Placing. Following Admission,
Michinoko will have an interest in 19,617,805 Ordinary Shares which
represent 11.4 per cent of the Enlarged Issued Share Capital.
Lord Waheed Alli, Baroness Gail Rebuck, Dragon Asia Holdings,
Michinoko and Ruffer will in each case be treated as a "related
party" for the purposes of Rule 13 of the AIM Rules for Companies
in relation to the participation by them (or their associates) in
the Subscriptions and the Placing.
The Directors (excluding Lord Waheed Alli, Anant Nahata 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 for Companies, consider the terms on which Lord Waheed
Alli, Baroness Gail Rebuck, Dragon Asia Holdings, Michinoko and
Ruffer will subscribe for Subscription Shares and Placing Shares in
the Subscription and the Placing to be fair and reasonable insofar
as shareholders are concerned.
Concert party
Dragon Asia Holdings is connected to Nextwave Ventures Pte. Ltd.
("Nextwave Ventures") and, following the subscription for new
Ordinary Shares by Dragon Asia Holdings, they will together have an
interest in 37,700,000 Ordinary Shares which will represent 22.0
per cent of the Enlarged Issued Share Capital. For the purposes of
the City Code on Takeovers and Mergers, 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 completion of the
Subscriptions and the Placing, the Concert Party will have an
interest in 41,322,283 Ordinary Shares which will represent 24.1
per cent of the Enlarged Issued Share Capital.
Current trading
The Group continues to trade strongly and is trading in line
with market expectations in respect of the current financial
year.
For further information,
please contact:
Koovs plc Tel: +44 (0)20 7151
Mary Turner / Rob 0170
Pursell
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 Fund 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 Placing Shares, the Subscription Shares, the Broker Option
Shares (if any) and any new Ordinary Shares that may be issued in
connection with the Further Investments (together 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. 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.
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.
Placing and Broker Option
Participation in the Placing, the Broker Option and the Further
Investments (if any) will be for invited subscribers only and
members of the public are not eligible to take part in the Placing,
the Broker Option or the Further Investments (if any). The details
of the Placing, the Broker Option and the Further Investments
contained in 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 PLACING, THE BROKER OPTION AND THE FURTHER INVESTMENTS (IF
ANY) ARE 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
AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC AS AMED
(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 PLACING, THE BROKER OPTION AND THE
FURTHER INVESTMENTS (IF ANY) MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THE PLACING, AND/OR BROKER OPTION AND/OR THE
FURTHER INVESTMENTS (IF ANY) RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. NEITHER
THE PLACING, THE BROKER OPTION NOR THE FURTHER INVESTMENTS (IF ANY)
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THE PLACING, THE BROKER OPTION AND THE FURTHER INVESTMENTS (IF
ANY) WILL BE FOR INVITED RELEVANT PERSONS ONLY WHO WILL BE INVITED
TO, AND WHO CHOOSE TO, PARTICIPATE IN THE PLACING AND/OR THE BROKER
OPTION AND/OR THE FURTHER INVESTMENTS (IF ANY) 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 Fund Raising and
will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Fund 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 Fund 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 Fund 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 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
MSCLFFLFLILELIR
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