REG - Kanabo Group PLC - Fundraise of £2.54 million and Broker Option
09/05/2023 07:15
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RNS Number : 6714Y Kanabo Group PLC 09 May 2023
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HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
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UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT OR ANY PART OF IT IS FOR INFORMATION PURPOSES ONLY AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR THE SOLICITATION
OF AN OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES IN THE
UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, THE REPUBLIC
OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL. NO PUBLIC OFFERING OF SECURITIES KANABO GROUP PLC IS BEING MADE IN
ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
(EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE
OF THE EU (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS
DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE FUNDRAISE WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS
PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT.
THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING
ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY
AND ITS SECURITIES.
9 May 2023
Kanabo Group plc
("Kanabo", the "Group" or the "Company")
Fundraise of £2.54 million and Broker Option
Kanabo Group plc (LSE: KNB), the patient focused healthcare technology and
cannabis company, is pleased to announce the completion of a fundraise (the
"Fundraise") to raise approximately £2.54 million via the issue of 88,194,443
new Ordinary Shares ("Fundraise Shares"). Additionally, the Company has also
agreed to issue investors warrants to purchase up to 44,097,220 new Ordinary
Shares. Participants in the fundraising include a new institutional investor
as well as the Group's recently appointed Non-Executive Chairman, Ian
Mattioli, Chief Executive Officer, Avihu Tamir and other Directors and
Officers of the Company. The issue of the shares to the Directors and Officers
of the Company in the Fundraise, is conditional upon the approval by the
Company's shareholders of certain resolutions to be proposed at the annual
general meeting of the Group (the "AGM").
Avihu Tamir, Chief Executive Officer of Kanabo, commented:
"We are delighted to be announcing this fresh capital injection, which further
endorses the strength and quality of our business and highlights the
confidence we have in our growth strategy. This raise will not only accelerate
the roll-out of our online platform but will also enable our team to pursue a
number of exciting commercial opportunities.
"As we continue to further develop our commercial footprint, I look forward to
updating shareholders on our progress over the course of the year."
Key Highlights and Rationale
The Fundraise proceeds will be allocated towards the following strategic
initiatives for Kanabo:
1. Expansion of digital health services division:
Kanabo intends to drive growth by extending the reach of its digital health
services, addressing the growing need for accessible and personalised
healthcare.
2. Investment in technology and network growth:
To meet the increasing demand for consultation services, Kanabo will further
invest in technology and expand its pharmacy network, ensuring efficient
delivery of medications.
3. Product development focused on pain management:
Kanabo plans to invest in developing pain management solutions using medicinal
cannabis products and other treatments that are not available through
traditional channels.
4. General working capital:
The remaining proceeds will be used for general working capital purposes,
supporting the company's daily operations and strategic plans.
By focusing on these initiatives, Kanabo aims to strengthen its position in
the digital healthcare sector and capitalise on the rising demand for
medicinal cannabis products and digital health services.
Details of the Subscription
Kanabo Group plc has raised approximately £2.54 million via the issue of
88,194,443 new ordinary shares of 2.5p each ("Ordinary Shares") at a price of
2.88p per share ("Fundraise Price"). The Fundraise Price was calculated based
on a 30-day VWAP from the day that commercial terms were agreed with
investors.
Each Fundraise Share issued pursuant to the Fundraise has half a warrant (the
"Warrants") attached, granting the holder the right to subscribe for an
additional half a new ordinary share at an exercise price of 5.76 pence for
a period of 24 months following Admission. As such, the Company has agreed to
issue investors Warrants to purchase up to 44,097,220 new Ordinary Shares. The
Warrants cannot be exercised in the first 90 days of admission of the
Fundraise Shares and are subject to a prospectus being published and the
receival of approval at a General Meeting of the Company.
The £2.54 million subscription is composed of a £2.0 million invested by the
alternative asset management fund Seamróg Em Multi-Strat Sub-Fund ("Seamróg
Em"), which is regulated by the Central Bank of Ireland, and a £0.54 million
investment by officers and directors of the Company of which further details
can be found below. Application will be made for admission of the new Ordinary
Shares issued as part of the Fundraise to the Standard List of the London
Stock Exchange ("Admission").
Seamróg Em will be issued with 69,444,444 new Ordinary Shares at the
Fundraise Price, which will represent 13.6 % of the issued share capital of
the Company following completion on the Fundraise. Additionally, the Company
has issued Seamróg Em with 34,722,222 Warrants.
Directors' participation in the Fundraise
Board members Mr Ian Mattioli (Non-Executive Chair), Mr David Tsur (Deputy
Chair), Mr Avihu Tamir (Chief Executive Officer) and Executive team member Mr
Suleman Sacranie (Chief Technology Officer and Founder of the GP Service)
(together "Directors and Officers") have all participated in the subscription.
The Company does not have sufficient headroom to issue the new Ordinary Shares
to be allocated to the Directors and Officers as part of the Fundraise. As a
result, the Directors and Officers have agreed that the new Ordinary Shares to
be issued to them will be conditional upon the approval by the Company's
shareholders of certain resolutions to be proposed at the AGM. Notice of the
AGM will be set out in a circular to be issued shortly. Settlement of the
Directors' and Officers' participation is expected to occur on or around 15
May, with the new Ordinary Shares to be issued subject to the AGM. The Company
will issue further announcements in this regard.
The number of shares subscribed for by each of these Directors and the
conversion of the Fee Shares, are set out below:
Director/Officer Number of Existing Ordinary Shares Number of New Ordinary Shares subscribed for Number of Ordinary Shares held on Admission Number of new Warrants issued Percentage of enlarged share capital on Admission
Mr Ian Mattioli 500,000 17,361,111 17,861,111 8,680,555 3.5%
Mr David Tsur 9,061,102 173,611 9,234,713 86,805 1.8%
Mr Avihu Tamir 97,263,870 520,833 97,784,703 260,416 19.1%
Mr Suleman Sacranie 10,651,230 694,444 11,345,674 347,222 2.2%
Broker Option
In order to provide qualified Kanabo shareholders ("Existing Shareholders")
and other qualified investors with an opportunity to participate on the same
basis as the investors in the Fundraise, the Company has granted Peterhouse a
Broker Option over 6,944,444 new Ordinary Shares (or such other number of
new Ordinary Shares as agreed between the Company and Peterhouse) ("Broker
Option Shares"). Full take up of this number of new Ordinary Shares under the
Broker Option would raise a further £200,000 for the Company, before
expenses.
Existing Shareholders who hold shares in the Company and are on the register
of members as at the close of business on 5 May 2023, will be given a
priority right to participate in the Broker Option and all orders from such
Existing Shareholders will be accepted and processed by Peterhouse, subject to
scale-back in the event of over-subscription under the Broker Option. The
Broker Option has not been underwritten. Peterhouse is entitled to participate
in the Broker Option as principal.
The Broker Option is exercisable by Peterhouse on more than one occasion, at
any time from the time of this announcement to 4.45 p.m. UK time on 9
May 2023, at its absolute discretion, following consultation with the
Company. There is no obligation on Peterhouse to exercise the Broker Option or
to seek to procure subscribers for the Broker Option. Peterhouse may also,
subject to prior consent of the Company, allocate new shares after the time of
any initial allocation to any person submitting a bid after that time.
The Broker Option Shares are not being made available to the public and none
of the Broker Option Shares are being offered or sold in any jurisdiction
where it would be unlawful to do so. No Prospectus will be issued in
connection with the Broker Option.
To subscribe for Broker Option Shares, Existing Shareholders and other
qualified investors should communicate their bid to Peterhouse via their
stockbroker as Peterhouse cannot take direct orders from individual private
investors. Existing Shareholders or other interested parties who wish to
register their interest in participating in the Broker Option Shares should
instruct their stockbroker to call Peterhouse on STX: 76086 or 020 7469 0938
or 020 7469 0936 or 020 7220 9797. Each bid should state the number of
Broker Option Shares the Existing Shareholder wishes to subscribe for at the
Issue Price.
Admission
Application will be made to the Financial Conduct Authority for Admission of
the 69,444,444 new Ordinary Shares issued to Seamróg Em to the London Stock
Exchange (the "LSE"). It is expected that Admission will take place at 8.00
a.m. on or around 12 May 2023 and that dealings in the 69,444,444 new Ordinary
Shares on the LSE will commence at the same time. The remaining new Ordinary
Shares to be issued as part of the Fundraise, including the Ordinary Shares to
be issued to Directors and Officers and the Broker Option shares will be
applied for Admission in due course.
When issued, the Fundraise Shares will be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares in the share
capital of the Company, including the right to receive all dividends and other
distributions declared, made, or paid on or in respect of such shares after
the date of issue of the Fundraise Shares.
Total voting rights
Following Admission of the Fundraise Shares, the Company will have 511,110,499
Ordinary Shares in issue, each share carrying the right to one vote. This
figure includes the Ordinary Shares to be issued to Directors and Officers but
excludes any Ordinary Shares to be issued as part of the Broker Option.
Kanabo is a company incorporated in England and Wales with company
number 10485105. The Ordinary Shares are registered with ISIN GB00BYQCS703,
SEDOL code BYQCS70 and TIDM KNB.
Enquiries:
Kanabo Group plc via Vigo Consulting
Avihu Tamir, Chief Executive Officer +44 (0)20 7390 0230
Assaf Vardimon, Chief Financial Officer
Ian Mattioli, Non-Executive Chair of the Board
Peterhouse Capital Ltd (Financial Adviser and Broker) +44 (0)20 7469 0930
Eran Zucker/ Lucy Williams / Charles Goodfellow
Vigo Consulting (Financial Public Relations/Investor Relations) +44 (0)20 7390 0230
Jeremy Garcia / Fiona Hetherington / Verity Snow
kanabo@vigoconsulting.com
About Kanabo Group Plc
Kanabo Group Plc (LSE:KNB) is a healthtech company committed to
revolutionising patient care through its innovative technology platform and
disruptive product offerings. Since its inception in 2017, Kanabo has been
focused on researching, developing, and commercialising regulated medicinal
cannabis-derived formulations and therapeutic inhalation devices.
Kanabo's NHS-approved online telehealth platform, The GP Service, provides
patients with video consultations, online prescriptions, and primary care
services. The Company is a leader in its field, focusing on improving patient
outcomes and providing more accessible healthcare experiences.
In March 2023, Kanabo successfully launched its Pain Clinic, Treat It, under
the expert guidance of its technological and product expertise. Treat It
initially focuses on chronic pain management using plant-based medicine and
treatments that are currently unavailable through traditional channels.
At Kanabo Group Plc, we are dedicated to providing patients with the highest
quality medical treatments and more accessible healthcare experiences.
Visit www.kanabogroup.com (http://www.kanabogroup.com) for more information.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Ian Mattioli
2 Reason for the notification
a) Position/status Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kanabo Group plc
b) LEI 213800XPJFSNWJIYKN52
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, type of instrument Ordinary Shares of 2.5 pence each
Identification code
ISIN: GB00BYQCS703
b) Nature of the transaction Subscription for 17,361,111 new Ordinary Shares
c) Price(s) and volume(s) Price No. of shares
2.88 pence 17,361,111
d) Aggregated information
- Aggregated volume
- Price 17,361,111
2.88 pence
e) Date of the transaction 9 May 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
17,361,111
2.88 pence
e)
Date of the transaction
9 May 2023
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name David Tsur
2 Reason for the notification
a) Position/status Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kanabo Group plc
b) LEI 213800XPJFSNWJIYKN52
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, type of instrument Ordinary Shares of 2.5 pence each
Identification code
ISIN: GB00BYQCS703
b) Nature of the transaction Subscription for 173,611 new Ordinary Shares
c) Price(s) and volume(s) Price No. of shares
2.88 pence 173,611
d) Aggregated information
- Aggregated volume
- Price 173,611
2.88 pence
e) Date of the transaction 9 May 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
173,611
2.88 pence
e)
Date of the transaction
9 May 2023
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Avihu Tamir
2 Reason for the notification
a) Position/status Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kanabo Group plc
b) LEI 213800XPJFSNWJIYKN52
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, type of instrument Ordinary Shares of 2.5 pence each
Identification code
ISIN: GB00BYQCS703
b) Nature of the transaction Subscription for 520,833 new Ordinary Shares
c) Price(s) and volume(s) Price No. of shares
2.88 pence 520,833
d) Aggregated information
- Aggregated volume
- Price 520,833
2.88 pence
e) Date of the transaction 9 May 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
520,833
2.88 pence
e)
Date of the transaction
9 May 2023
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Suleman Sacranie
2 Reason for the notification
a) Position/status Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kanabo Group plc
b) LEI 213800XPJFSNWJIYKN52
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, type of instrument Ordinary Shares of 2.5 pence each
Identification code
ISIN: GB00BYQCS703
b) Nature of the transaction Subscription for 694,444 new Ordinary Shares
c) Price(s) and volume(s) Price No. of shares
2.88 pence 694,444
d) Aggregated information
- Aggregated volume
- Price 694,444
2.88 pence
e) Date of the transaction 9 May 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Aggregated volume
- Price
694,444
2.88 pence
e)
Date of the transaction
9 May 2023
f)
Place of the transaction
Outside a trading venue
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