16 Jul 2018 07:00
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
For immediate release
16 July 2018
Capitalised terms used in this announcement shall have the meanings given to them in the Circular referred to below.
Koovs plc
Posting of Circular
Koovs plc ("Koovs", or the "Company"), AIM: KOOV, is pleased to announce that the Circular and Notice of General Meeting, notifying Shareholders of a General Meeting for the purpose of considering the relevant resolutions to effect the Capital Raising announced on 6 July 2018, is being posted to Shareholders today.
The Capital Raising comprises a conditional Placing by Whitman Howard of 67,466,668 Placing Shares, at a price per share of 15 pence to certain existing and new institutional investors, to raise £10.1 million and conditional Subscriptions for, in aggregate, 12,533,334 new Subscription Shares at 15 pence per share, to raise £1.9 million. Pursuant to the Capital Raising, the Company has raised gross proceeds of £12.0 million (net £11.1 million after expenses).
The Placing and Subscription are conditional, amongst other things, upon Shareholders approving resolutions at the General Meeting that will grant to the Directors the authority to allot the Placing Shares and the Subscription Shares for cash on a non-pre-emptive basis. The Placing is also conditional upon the completion of the FLFL Subscription.
At the General Meeting, Shareholders are also being asked to grant the Directors authority to allot new Ordinary Shares to HT Media for cash on a non-pre-emptive basis in connection with tranches 1 and 2 of the HT Media Strategic Agreement that was announced by the Company on 18 June 2018. In addition, the Company is seeking Shareholder authority at the General Meeting to renew the Company's general authorities to allot Ordinary Shares and disapply pre-emption rights up to approximately 33 per cent. of the nominal value of the Enlarged Issued Share Capital.
The General Meeting will be held at 9.00 a.m. on 1 August 2018 at the offices of Peel Hunt LLP at 120 London Wall, London EC2Y 5ET.
The Placing Shares and Subscription Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Application will be made for the Placing Shares and Subscription Shares to be admitted to trading on AIM.
Settlement for the Placing Shares and Subscription Shares and Admission is expected to take place on or before 8.00 a.m. on 6 August 2018.
Following the admission of the 57,876,600 Ordinary Shares to be allotted to FLFL (as announced by the Company on 4 July 2018), the Placing Shares and the Subscription Shares, the Company's issued share capital will be 313,260,293 Ordinary Shares.
Further details regarding the date of admission of Ordinary Shares to HT Media pursuant to the HT Media Strategic Agreement will be announced by the Company via a Regulatory Information Service in due course, subject to the satisfaction or waiver of the applicable conditions.
A Circular containing, amongst other things, the Notice of the General Meeting is expected to be published by the Company later today. A copy of the Circular is available on the Company's website at www.koovs.com/corporate. Your attention is drawn to the letter from the Chairman of the Company which is set out in the Circular and which contains, amongst other things, the Directors' unanimous recommendation that you vote in favour of the resolutions to be proposed at the General Meeting.
For further information please contact:
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IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document.
Peel Hunt, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting as nominated adviser to the Company in connection with the Capital Raising and will not be acting for any other person (including a recipient of this announcement) or otherwise be responsible to any person for providing the protections afforded to clients of Peel Hunt or for advising any other person in respect of the Capital Raising or any transaction, matter or arrangement referred to in this announcement. Peel Hunt's responsibilities as the Company's nominated adviser are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this announcement.
Whitman Howard, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting as broker to the Company in connection with the Capital Raising and will not be acting for any other person (including a recipient of this announcement) or otherwise be responsible to any person for providing the protections afforded to clients of Whitman Howard or for advising any other person in respect of the Capital Raising or any transaction, matter or arrangement referred to in this announcement. Whitman Howard's responsibilities as the Company's broker are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt and/or Whitman Howard by the FSMA or the regulatory regime established thereunder, Peel Hunt and Whitman Howard do not accept any responsibility whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made by Peel Hunt or Whitman Howard in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares, the Capital Raising, the HT Media Subscription or any other matter contained in this announcement and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Peel Hunt and Whitman Howard accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise in respect of this announcement or any such statement.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.