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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
11th May 20177:00 amRNSDirector Dealings
26th Apr 20173:03 pmRNSFurther allotment of Restricted Preference Shares
30th Mar 201711:19 amRNSInterim Results
15th Mar 20173:08 pmRNSTR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES
10th Mar 201712:15 pmRNSTR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES
1st Mar 20177:00 amRNSIssue of Equity
24th Feb 20172:59 pmRNSIssue of Equity
24th Feb 20177:00 amRNSFirst Issue of Restricted Preference Shares
21st Feb 20175:32 pmRNSResult of General Meeting
16th Feb 20177:00 amRNSAppointment of a Joint Broker
14th Feb 20177:00 amRNSTR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi
27th Jan 20177:00 amRNSCircular to shareholders
9th Jan 20177:00 amRNSShare Subscription Update
22nd Dec 201612:18 pmRNSAnnual Results for year ended 30 June 2016
7th Dec 20167:00 amRNSNotice of AGM
3rd Nov 20167:00 amRNSManaging Director Acquisition of Shares
8th Sep 20163:12 pmRNSDirector Put Option Arrangements
11th Jul 201611:00 amRNSCorrection re Grants to Former Chief Executive
11th Jul 20167:00 amRNSGrants to Former Chief Executive
27th May 20163:00 pmRNSDisposal of 49 Cheap Street, Newbury
27th May 20168:00 amRNSCompletion of Acquisition
9th May 20167:00 amRNSAcquisition of The Osprey Management Company Ltd
18th Apr 20167:00 amRNSAppointment of Nominated Adviser and Broker
30th Mar 20167:00 amRNSInterim Results
5th Jan 20162:50 pmRNSDisposal of property
30th Dec 201510:35 amRNSResult of AGM
7th Dec 20154:06 pmRNSAnnual Results
4th Dec 20157:00 amRNSBoard Changes
12th Nov 20157:00 amRNSAppointment of Non-Executive Director
4th Nov 201512:55 pmRNSDisposal of property
28th Jul 20157:01 amRNSDirector/PDMR Shareholding
16th Jul 20157:00 amRNSHolding(s) in Company
14th Jul 20153:09 pmRNSDirectorate Changes
3rd Jul 20157:00 amRNSFirst Day of Dealings

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