RE: 25th june6 Jun 2019 23:21
Koovs plc
("Koovs" or the "Company")
Posting of Circular and Notice of General Meeting
Further to the Company’s announcement on 29 May 2019, the Company announces it is today posting a circular (the “Circular”) to shareholders to convene the necessary general meeting (the “General Meeting”) to approve the issue of the Compulsorily Convertible Preference Shares, to Future Lifestyle Fashions Limited, further details on which are disclosed in the Company’s 7 May and 24 May announcements. The General Meeting will be held at 9.00 a.m. on 25 June 2019 at the offices of Strand Hanson Limited, 26 Mount Row, London W1K 3SQ.
An extract from the Circular is set out below. Shareholders are encouraged to read the Circular, which will also be made available shortly on the Company’s website, in full, and to return the form of proxy enclosed with the Circular as soon as possible and in any event by 9.00 a.m. on 21 June 2019 as per the instructions in the Circular.
Introduction
As announced on 7 May 2019, Future Lifestyle Fashions Limited ("FLFL") has agreed to invest approximately a further £10.5 million into Koovs plc in two tranches. This new agreement with FLFL replaces the previous agreement with FLFL announced on 27 September 2018, the obligations under which have now fallen away.
The first tranche completed on 30 May 2019, pursuant to which FLFL subscribed for an amount of £3,667,125.04 at 8 pence per new ordinary share of £0.01 each in the Company ("Ordinary Share") (the "First Tranche"). As such, 45,839,063 new Ordinary Shares were issued to FLFL (the "First Tranche Shares") and admitted to trading on AIM on 30 May 2019.
The second tranche is conditional upon shareholder approval and, subject to such approval being forthcoming, will be invested in the form of compulsorily convertible preference shares ("CCPS") (the "Second Tranche"). The CCPS requires certain changes to be made to the Company's articles, which are the subject of the resolutions which are being proposed at the EGM.
If the resolutions are passed, FLFL will subscribe a further £6,810,374.96 for 24,010,937 CCPSs which are compulsorily convertible on the first anniversary of issue (or, at the option of FLFL, at an earlier date prior to the first anniversary, or in certain other circumstances by the Company) into 24,010,937 new Ordinary Shares. The implied investment price is approximately 28.36 pence per new Ordinary Share, which when combined with the investment into the First Tranche Shares equates to a blended investment price by FLFL for the full investment of approximately £10.5 million of 15 pence per new Ordinary Share – the same as that announced by the Company in 27 September 2018. The CCPSs have no voting rights and rank behind, in terms of seniority, the existing convertible loan notes of the Company. The CCPSs are non-participating and non-cumulative with a pre-determined dividend rate of 0.01% per annum, amounting to a maxim
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