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Pin to quick picksKcr Residential Regulatory News (KCR)

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AIM Rule Update - Historic Disclosures

25 Jul 2022 16:30

RNS Number : 6641T
KCR Residential REIT PLC
25 July 2022
 

KCR Residential REIT plc

 

("KCR" or the "Company")

 

AIM Rule Update - Historic Disclosures and Related Party Transactions

 

As part of Cairn Financial Advisers LLP's ongoing onboarding due diligence, KCR notifies the following update. All information is as at the date of this announcement.

 

In relation to directors' disclosures for Dominic White, a non-executive director of the Company, pursuant to AIM Rule 17 and Schedule 2 Paragraph (g) of the AIM Rules for Companies, Mr White was a director of Ovio Wellness Limited, a health drinks company, which was dissolved in February 2019 following the company being placed into creditors' voluntary liquidation in August 2017.

 

In addition, the Company announces the following historic related party transactions ("Transactions") which were not notified pursuant to AIM Rule 13 at the time:

 

1. On 10 July 2017 the Company issued convertible loan notes to the White Amba Pension Scheme of £25,000. The convertible loan notes attracted interest at a rate of 6 per cent per annum, payable quarterly. The principal loan was repaid on 22 August 2019. The repayment consisted of £25,000 of Ordinary Shares at a price of 45p per Ordinary Share.

 

2. On 29 June 2018, the Company entered into a loan agreement (the "Loan Agreement") arranged by DGS Capital Partners LLP, a limited liability partnership in which Michael Davies was a member, with certain investors including Tim Oakley, who was at the time a director of a subsidiary of the Company, and who loaned £235,000 under the terms of the Loan Agreement. The overall loan was for £1,475,000 and was subject to an interest rate of 12 per cent per annum; the loan was to be repaid within 300 days of the initial drawdown date of 29 June 2018 and was extended during the financial year (the "Loan Agreement Extension"). The Loan Agreement was further extended by way of a deed of extension dated 12 July 2019 (the "Loan Agreement Second Extension") pursuant to which the interest rate was increased to 14% from 25 April 2019, and the date for repayment was extended to 22 August 2019. The loan and outstanding interest were repaid on 22 August 2019. The repayment consisted of £1,425,000 cash and £95,826 of Ordinary Shares at a price of 45p per Ordinary Share.

 

The above Transactions are deemed to be Related Party Transactions pursuant to AIM Rule 13. Transaction 1 relates to convertible loan notes issued to White Amba Pension Scheme, a pension scheme of which Dominic White is a beneficiary, which, as an associate of Dominic White, is deemed to be a related party. Transaction 2 (being the Loan Agreement and the Loan Agreement Extension) was a transaction with Tim Oakley, a director of a subsidiary of the Company at the time it was entered into, and with DGS Capital Partners, which acted as security trustee for the Loan Agreement, which was an associate of Michael Davies as defined in the AIM Rules and therefore a related party.

 

The directors of the Company (who, save for Dominic White, were appointed after the date the Transactions were entered into) who are considered independent for the purposes of Transaction 1 (being the whole board save for Dominic White) and for Transaction 2 (being the whole board), having consulted with the Company's nominated adviser, Cairn Financial Advisers LLP, consider that, at the time they were entered into, the terms of the Transactions were fair and reasonable insofar as the Company's shareholders are concerned.

 

In addition, the following directorships were omitted from the announcement on 6 August 2019 of the appointment of Richard Boon, a non-executive director of the Company, and are disclosed pursuant to AIM Rule 17 and Schedule 2 Paragraph (g) of the AIM Rules for Companies. All information is as at the date of this announcement.

 

Full name: Richard James Boon

 

Current Directorships / Partnerships:

 

Past Directorships / Partnerships:

 

GCL Trustees No 5 Limited

 

Artefact Partners (Cayman) LLP

 

 

For further information please contact:

KCR Residential REIT plc

Russell Naylor, Executive Director

 

info@kcrreit.com

Tel: +44 (0)20 7628 5582

Cairn Financial Advisers LLP (Nomad)

James Caithie / James Lewis / Louise O'Driscoll

 

 

Tel: +44 (0)20 7213 0880

 

Arden Partners Plc (Broker)

John Llewellyn-Lloyd

 

Tel: +44 (0)20 7614 5900

 

 

Notes to Editors:

KCR's objective is to build a substantial residential property portfolio that generates secure income flow for shareholders. The Directors intend that the group will acquire, develop and manage residential property assets in a number of jurisdictions including the UK.

 

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MSCPPUMPMUPPGAA
Date   Source Headline
22nd Mar 202410:43 amRNSInterim Results and Board Changes
27th Oct 20231:33 pmRNSResult of AGM
29th Sep 20237:00 amRNSNotice of AGM
20th Sep 20237:00 amRNSFinal Results
29th Mar 20237:00 amRNSHalf-year Report
19th Jan 20237:00 amRNSChange of Adviser
26th Oct 202212:54 pmRNSResult of AGM
3rd Oct 20221:01 pmRNSNotice of AGM
23rd Sep 202210:32 amRNSFinal Results
26th Jul 202210:32 amRNSCompletion of Nominated Adviser Due Diligence
25th Jul 20224:30 pmRNSAIM Rule Update - Historic Disclosures
1st Jul 20224:22 pmRNSChange of Auditor
28th Apr 20227:00 amRNSChange of Adviser
30th Mar 20229:00 amRNSInterim Results
19th Nov 202111:15 amRNSResult of AGM
3rd Nov 20214:41 pmRNSSecond Price Monitoring Extn
3rd Nov 20214:35 pmRNSPrice Monitoring Extension
27th Oct 20217:16 amRNSExercise of Torchlight options and TVR
27th Oct 20217:15 amRNSNotice of AGM and Board Change
30th Sep 20217:00 amRNSFinal Results
20th Aug 20217:00 amRNSPortfolio refinancing - Heathside, Golders Green
27th May 20217:00 amRNSDirector/PDMR Shareholding
7th May 20211:04 pmRNSExercise of options
31st Mar 20217:00 amRNSHalf-year Report
10th Mar 20213:33 pmRNSHolding(s) in Company
3rd Nov 20203:09 pmRNSResult of AGM
19th Oct 202011:41 amRNSDirector/PDMR Shareholding
8th Oct 20209:00 amRNSNotice of AGM and Board Change
18th Sep 202012:15 pmRNSFinal Results
14th Jul 202010:26 amRNSChange of Registered Address
13th Jul 20207:00 amRNSAIFM Deregistration
27th Mar 20207:00 amRNSInterim Results
23rd Mar 20203:37 pmRNSResult of AGM
27th Feb 20209:49 amRNSNotice of AGM
13th Feb 20207:00 amRNSPortfolio Refinancing
3rd Feb 20207:30 amRNSRestoration - KCR Residential REIT Plc
3rd Feb 20207:00 amRNSFinal Results
2nd Jan 20207:30 amRNSSuspension - KCR Residential REIT Plc
31st Dec 20197:00 amRNSUpdate re publication of Year End Accounts
10th Sep 201911:05 amRNSHolding(s) in Company
9th Sep 20196:04 pmRNSHolding(s) in Company
28th Aug 201912:32 pmRNSHolding(s) in Company
23rd Aug 20194:10 pmRNSHolding(s) in Company
23rd Aug 20194:08 pmRNSHolding(s) in Company
23rd Aug 20194:08 pmRNSHolding(s) in Company
8th Aug 20193:59 pmRNSHolding(s) in Company
6th Aug 20192:13 pmRNSTotal Voting Rights
6th Aug 20197:00 amRNSBoard changes
29th Jul 20192:42 pmRNSResult of GM, Issue of Equity and Board changes
25th Jul 20193:50 pmRNSHolding(s) in Company

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