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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
25th Jul 20193:48 pmRNSHolding(s) in Company
12th Jul 20194:24 pmRNSSubscription and Strategic Agreement
7th Jun 20197:00 amRNSUpdate on Financing
8th Apr 20197:00 amRNSTrading update on investment in Southampton
1st Apr 201912:40 pmRNSFinancing
29th Mar 20197:00 amRNSInterim Results
21st Dec 201811:49 amRNSResult of AGM
20th Dec 20187:00 amRNSConversion of Restricted Preference Shares
12th Dec 20187:00 amRNSDisposal of subsidiary
28th Nov 201811:45 amRNSNotice of AGM
9th Nov 20189:11 amRNSAnnual Results for the year ended 30 June 2018
5th Sep 20184:18 pmRNSAllotment of Restricted Preference Shares
3rd Aug 20183:14 pmRNSHolding(s) in Company
3rd Aug 20183:11 pmRNSHolding(s) in Company
31st Jul 20188:04 amRNSTotal Voting Rights
30th Jul 201811:19 amRNSResult of General Meeting and Issue of Equity
13th Jul 20182:37 pmRNSPosting of Circular
13th Jul 20189:44 amRNSDirector Subscription
13th Jul 20187:00 amRNSProposal to issue £3,100,000 of Ordinary Shares
2nd Jul 20187:00 amRNS£8.4 million of acquisitions from Inland Homes
2nd Jul 20187:00 amRNSAcquisition of Karlind Management Services Ltd
21st Jun 201812:27 pmRNSKCR and Inland Homes property transaction
31st May 20187:00 amRNSInland Homes and KCR agree strategic relationship
18th May 20187:00 amRNSRefinancing of debt
1st May 20183:20 pmRNSHolding(s) in Company
3rd Apr 20187:00 amRNSExchange of contracts to acquire 17 apartments
29th Mar 20184:09 pmRNSHolding(s) in Company
27th Mar 20187:00 amRNSAcquisition of leasehold apartment
23rd Mar 20183:15 pmRNSHolding(s) in Company
19th Mar 20187:00 amRNSEquity Placement
16th Mar 20181:53 pmRNSInterim Results
23rd Feb 20187:00 amRNSCapital structure simplification
8th Jan 20187:00 amRNSAcquisition of leasehold apartment
4th Jan 20187:00 amRNSNew Borrowing
27th Dec 20177:00 amRNSResult of AGM
13th Dec 20177:00 amRNSAcquisition of leasehold apartment
1st Dec 20171:19 pmRNSNotice of AGM
24th Nov 20171:15 pmRNSResult of General Meeting
23rd Nov 20177:00 amRNSFurther re. Proposed Placing
31st Oct 20179:42 amRNSNotice of General Meeting
25th Oct 20172:02 pmRNSPosting of Annual Report
24th Oct 20177:00 amRNSProposed Placing to Raise £150 million
17th Oct 20177:00 amRNSAnnual Results for year ended 30 June 2017
11th Oct 20171:36 pmRNSChange in share ownership
12th Jul 20171:40 pmRNSAcquisition of Three Leasehold Apartments
10th Jul 20177:00 amRNSIssue of Loan Notes
28th Jun 20177:00 amRNSChange of Adviser
9th Jun 20177:00 amRNSDirectorate Change
30th May 20177:00 amRNSDirectorate Change
15th May 20177:00 amRNSTrading Update

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