Kingswood Holdings Limited Conditional Share Purchase Agreement (1127E)
July 02 2019 - 1:00AM
UK Regulatory
TIDMKWG
RNS Number : 1127E
Kingswood Holdings Limited
02 July 2019
2 July 2019
KINGSWOOD HOLDINGS LIMITED
("Kingswood", the "Company" or the "Group")
Conditional Share Purchase Agreement
Kingswood Holdings Limited (AIM: KWG), the integrated wealth
management group, announces that the Company has been notified that
KPI (Nominees) Limited ("KPI") entered into a conditional sale and
purchase agreement (the "Agreement") with Astoria Investments (UK)
Limited ("Astoria") on 28 June 2019 in relation to Astoria's shares
in Kingswood Holdings Limited.
KPI currently owns 62,423,598 ordinary shares of 5 pence each
("Ordinary Shares") in Kingswood representing 38.85 per cent. of
Kingswood's currently issued share capital. KPI is owned by
Kingswood Property Finance Limited Partnership ("KPFLP"), a private
investment partnership wholly owned by Gary Wilder, CEO of
Kingswood, and Jonathan Massing, Non-Executive Deputy Chairman of
Kingswood.
Astoria currently owns 28,059,272 Ordinary Shares in Kingswood,
representing 17.46 per cent. of Kingswood's currently issued share
capital.
The Agreement relates to all of Astoria's stake in Kingswood
and, subject to the conditions listed below, provides for KPI
purchasing Astoria's Kingswood shares for a price of 7.5 pence per
Ordinary Share. The Agreement is valid for a period of 90 days from
the date it was entered into and is conditional, amongst other
things, in all respects upon:
-- the entry into or completion of the Agreement not (i)
requiring KPI to make a mandatory takeover offer for the Company
under Rule 9 of the UK Takeover Code; or (ii) otherwise having
potentially adverse consequences under the UK Takeover Code for
KPI;
-- the exercise by KPI of the remainder of its conversion rights
over Ordinary Shares arising under the facilities agreement between
(among others) the Company and KPI (being in respect of the
complete drawdown and/or conversion of the outstanding GBP4.4m of
such facility); and
-- KPI having become the legal and beneficial owner of more than
50 per cent. of Kingswood's Ordinary Shares prior to completion of
the Agreement (the requisite "change of control" approval having
been obtained and not having been withdrawn or modified in that
regard from the Financial Conduct Authority).
KPI has sole discretion to determine whether or not the
conditions have been satisfied.
Kingswood will make further announcements in relation to this
matter as and when it is informed by either KPI or Astoria that the
Agreement has been completed or otherwise.
For further details, please contact:
Kingswood Holdings Limited +44 (0)20 7293 0730
Gary Wilder / Patrick Goulding www.kingswood-group.com
finnCap Ltd (Nomad and Broker) +44 (0)20 7220 0500
Scott Mathieson / Anthony Adams (Corporate Finance)
Tim Redfern / Richard Chambers (ECM)
Greentarget (for media) +44 (0)20 7324 5498
Jamie Brownlee / Alice Gasson / Ellie Basle
About Kingswood
Kingswood Holdings Limited (trading as Kingswood) is an
AIM-listed (AIM: KWG) integrated wealth management group, with more
than 4,500 active clients and c. GBP2 billion of Assets under
Management and Advice. It has a growing network of offices in the
UK including London, Manchester, Cheltenham, Maidstone, Worcester,
Beverley and Abingdon as well as an office in Johannesburg, South
Africa and recently acquired a strategic stake in US-based,
Manhattan Harbor.
Kingswood offers a portfolio of services to its clients, which
range from private individuals to some of the UK's largest
universities and institutions, including investment advice and
management, personal and company pensions, wealth planning, and
stockbroking. Kingswood is focused on becoming a leading player in
the wealth management market through targeted acquisitions, with
the ultimate goal of creating a global business through strategic
partnerships.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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