Kingswood H. Regulatory News (KWG)

17 February 2020

KINGSWOOD HOLDINGS LIMITED

("KWG", the "Company" or the "Group")

Issue of Convertible Preference Shares

Continuation of Kingswood Growth Strategy

Kingswood Holdings Limited (AIM: KWG), the integrated wealth management group, announces that it has issued a total of 3,500,000 convertible preference shares (the "New Convertible Preference Shares"), under the terms of the convertible preference share subscription agreement announced on 12 September 2019, to HSQ INVESTMENT LIMITED ("Pollen Street"), a wholly owned indirect subsidiary of funds managed and/or advised by Pollen Street Capital Limited.

As announced on 1 October 2019, the Company and Pollen Street elected to fund the acquisition of WFI Financial LLP by the issue of irredeemable New Convertible Preference Shares for the initial payment and three deferred consideration payments in 2020, 2021 and 2022. The first such deferred consideration payment is due to be paid in February 2020 upon confirming that all milestones set in the agreement for the sale and purchase of the business and assets of WFI Financial LLP ("WFI") have been met. Accordingly, New Convertible Preference Shares have now been issued to satisfy the payment of the first deferred consideration payment.

The New Convertible Preference Shares represent the third tranche of irredeemable convertible preference shares issued pursuant to the Pollen Street subscription agreement and as such the total number of irredeemable Convertible Preference Shares held by Pollen Street will increase to 9,227,655 shares at an issue price of £1 each.

Gary Wilder, Group CEO at Kingswood commented: "We are pleased with the initial performance of WFI and are delighted to have Charlie, Mark and team as part of the Kingswood group. The WFI business is now fully integrated and the central investment propositions have been consolidated into one, streamlined product offering.

2019 was a landmark year as we completed our restructure, welcomed so many talented new members to the Kingswood family through acquisition or direct hire and formalized our partnership with Pollen Street to provide permanent growth equity to further expand our business globally.We also established the foundations for our US platform with the announcement of the Manhattan Harbor (New York) and Chalice (California) transactions, with the Chalice acquisition currently proceeding through FINRA regulatory approval in US.

We are now able to attract the highest quality people to our team, whether as a preferred destination for IFAs looking to migrate their businesses to a strong, well capitalized platform; or from talented individuals looking to expand their career with a dynamic, entrepreneurial global wealth manager.  

Our major focus now is to seek accretive opportunities in the UK IFA market and the IBD/RIA market in the US. We have a strong pipeline of qualifying transactions, and are in advanced, exclusive due diligence on a selection of transactions across the UK that, if completed, will significantly add to our adviser network and expand our footprint across the north of England, into Scotland and around the Greater London area."

ENDS

For further details, please contact:

About Kingswood

Kingswood Holdings Limited (trading as Kingswood) is an AIM-listed (AIM: KWG) integrated wealth management group, with around 5,500 active clients and c. £2.5 billion of Assets under Management and Advice. It has a growing network of offices in the UK including Abingdon, Beverley, Derby, Lincoln, London, Maidstone, Sheffield and Worcester, and offices in Johannesburg, South Africa and New York, USA.

Kingswood offers a range of trusted investment solutions to its clients, which range from private individuals to some of the UK's largest universities and institutions, including investment advice and management, personal and company pensions and wealth planning. Kingswood is focused on becoming a leading player in the wealth management market through targeted acquisitions in the UK, with the ultimate goal of creating a global business through strategic partnerships. In May 2019 the firm acquired a strategic stake in US-based, Manhattan Harbor Capital Inc.

The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014