Last checked at 23 Aug 2019 07:00
23 August 2019
KINGSWOOD HOLDINGS LIMITED
("KWG", the "Company" or the "Group")
Conversion Notice and Issue of Equity
Kingswood Holdings Limited (AIM: KWG), the integrated wealth management group, announces the receipt of a lender conversion notice ("Conversion Notice") in respect of the existing convertible term loan facility with KPI (Nominees) Limited ("KPI") (the "Convertible Facilities").
KPI has requested to convert £1.725 million of the Convertible Facilities into ordinary shares of 5 pence each ("Ordinary Shares") at a price of 8.163 pence, being the average mid-market closing price of the Company's Ordinary Shares for the 20 Business Days prior to the date on which the Conversion Notice is served (the "Conversion").
As a result of this exercise, a total of 21,131,936 Ordinary Shares will be issued pursuant to the Conversion (the "Conversion Shares").
Following the Conversion, KPI will hold 99,485,189 Ordinary Shares in the Company, representing 49.89 per cent. of the Company's enlarged issued share capital.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM ("Admission"). The Conversion Shares 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 in respect of the Ordinary Shares following Admission. It is expected that Admission will become effective, and that dealings on AIM will commence, at 8.00 a.m. on 30 August 2019.
Following Admission the Company will have 199,410,275 Ordinary Shares in issue. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares with voting rights in the Company will be 199,410,275. The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules sourcebook.
PDMR disclosures
KPI is owned by Kingswood Property Finance Limited Partnership ("KPFLP"), a private investment partnership wholly owned by Gary Wilder, CEO of KWG, and Jonathan Massing, Non-Executive Deputy Chairman of KWG, and the PDMR disclosures below are made on that basis.
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1. | Details of the Person discharging managerial responsibilities ("PDMR") / person closely associated with them ("PCA") | |||||
a) | Name | Jonathan Massing | ||||
2. | Reason for the notification | |||||
a) | Position / status | Non-Executive Deputy Chairman | ||||
b) | Initial notification / amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Kingswood Holdings Limited | ||||
b) | Legal Entity Identifier | 213800DX97OROHY26686 | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument | Ordinary shares of 5 pence each in the Company GG00BKY4K072 | ||||
b) | Nature of the transaction | Conversion of existing convertible term loan facility into ordinary shares of 5 pence each | ||||
c) | Price(s) and volume(s) |
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d) | Aggregated information - Aggregated volume - Aggregated price |  As above  | ||||
e) | Date of the transaction(s) | 22 August 2019 | ||||
f) | Place of the transaction | AIM | ||||
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1. | Details of the Person discharging managerial responsibilities ("PDMR") / person closely associated with them ("PCA") | |||||
a) | Name | Gary Wilder | ||||
2. | Reason for the notification | |||||
a) | Position / status | CEO | ||||
b) | Initial notification / amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Kingswood Holdings Limited | ||||
b) | Legal Entity Identifier | 213800DX97OROHY26686 | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument | Ordinary shares of 5 pence each in the Company GG00BKY4K072 | ||||
b) | Nature of the transaction | Conversion of existing convertible term loan facility into ordinary shares of 5 pence each | ||||
c) | Price(s) and volume(s) |
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d) | Aggregated information - Aggregated volume - Aggregated price |  As above  | ||||
e) | Date of the transaction(s) | 22 August 2019 | ||||
f) | Place of the transaction | AIM | ||||
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For further details, please contact:
Kingswood Holdings Limited | +44 (0)20 7293 0730 |
Gary Wilder / Patrick Goulding | www.kingswood-group.com |
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finnCap Ltd (Nomad and Broker) | +44 (0)20 7220 0500 |
Scott Mathieson / Anthony Adams - Corporate Finance Tim Redfern / Richard Chambers - ECM | |
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Greentarget (for media) Jamie Brownlee / Alice Gasson / Ellie Basle | +44 (0)20 7324 5498 Jamie.Brownlee@greentarget.co.uk |
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