REG - Kanabo Group PLC - Publication of a Prospectus

KanaboAnnouncement

13/06/2023 14:45

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RNS Number : 5903C  Kanabo Group PLC  13 June 2023

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INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE,
PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION.THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE ‎OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON ‎TO SUBSCRIBE
FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY JURISDICTION.‎

Neither this announcement, nor anything contained herein, shall form the
basis of, or be relied upon in connection with, any offer or commitment
whatsoever in any jurisdiction. Investors should not subscribe for or purchase
any securities referred to in this announcement except solely on the basis of
the information contained in the prospectus referred to in this announcement
(together with any supplementary prospectus, if relevant, the "Prospectus"),
including the risk factors set out therein, published by Kanabo Group plc .

13  June 2023

Kanabo Group plc

("Kanabo", the "Company")

 

Admission of New Ordinary Shares

 

Publication of Prospectus

 

Total Voting Rights

 

Kanabo Group plc (LSE: KNB), the patient focused healthcare technology and
medicinal cannabis company, is pleased to announce that it has today received
approval from the FCA of its prospectus (the "Prospectus") and has published
its Prospectus in relation to the proposed issue of 38,461,492 Ordinary Shares
("2020 Deferred Consideration Shares") in connection with the acquisition of
Kanabo Research Limited at a price of 6.5p and proposed issue of 72,831,186
Ordinary Shares ("Outstanding Consideration Shares") in connection with the
acquisition of The GP Service (UK) Ltd at a price of 12.65p.

An electronic copy of the Prospectus dated 13 June 2023 will shortly be
available for inspection on the Company's website
at https://www.kanabogroup.com (https://www.kanabogroup.com)  and will be
submitted to the National Storage Mechanism maintained by the FCA and will be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Admission to listing and trading

 

Application will be made to the FCA and the London Stock Exchange for the
Outstanding Consideration Shares to be admitted to the Official List of the
FCA and to trading on the Main Market for listed securities of the London
Stock Exchange ("Admission").  Admission is expected to take place on or
around 28 June 2023.  The Outstanding Consideration Shares will rank pari
passu with the Company's existing Ordinary Shares.

The issue and allotment of the 2020 Deferred Consideration Shares is subject
to and conditional upon the approval by Enlarged Shareholders at the 2023
AGM.  Assuming such approval is received, admission of the 2020 Deferred
Consideration Shares to the Official List of the FCA and trading on the Main
Market for listed securities of the London Stock Exchange is expected to
become effective and unconditional dealings are expected to commence within
five business days following the 2023 AGM.  The 2020 Deferred Consideration
Shares will rank pari passu with the Company's existing Ordinary Shares.

 

Lock-in arrangement

In relation to the GP Services Acquisition:

The Maven GP Sellers entered into lock-in agreements with Kanabo pursuant to
which they are prevented from disposing of any of the Consideration Shares
held by them (including any Outstanding Consideration Shares), subject to
certain exceptions, for a period of 18 months from 21 February 2022.  For a
further period of 18 months following the expiry of the Lock-In Period (being
20 August 2023), each Maven GP Seller is subject to an orderly market
restriction.

The non-Maven GP Sellers entered into lock-in agreements with Kanabo pursuant
to which they are prevented from disposing of any of the Consideration Shares
held by them (including any Outstanding Consideration Shares), subject to
certain exceptions, for a period of 36 months from 21 February 2022.

3,712,146 shares out of the 72,831,186 Outstanding Consideration Shares are
not subject to any lock-in restrictions.

Further details of the Lock-In Agreements are set out in the Prospectus.

 

Total voting rights

The Company hereby notifies the market, in accordance with the FCA's
Disclosure Guidance and Transparency Rule 5.6.1, that on Admission, the
Company's issued share capital will consist of 573,216,379 Ordinary Shares,
each with one vote. The Company does not hold any Ordinary Shares in Treasury.
On Admission, the total number of voting rights in the Company will
be 573,216,379 and this 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.

Unless otherwise defined, capitalised terms used in this announcement shall
have the same meaning as set out in the Prospectus.

Expected timetable of principal events:

 Admission & commencement of dealings in the Outstanding Consideration        8.00 a.m. on or around 28 June 2023
 Shares on the London Stock Exchange
 CREST accounts of GP Sellers holding in uncertificated form credited with    8.00 a.m. on or around 28 June 2023
 Outstanding Consideration Shares
 Despatch of share certificates for Outstanding Consideration Shares to GP    within 7 days of Admission
 Sellers holding in certificated form
 Admission & commencement of dealings in the 2020 Deferred Consideration      within 5 business days following the 2023 AGM*
 Shares on the London Stock Exchange*
 CREST accounts of Kanabo Research Sellers holding in uncertificated form     8.00 a.m. on admission of the 2020 Deferred Consideration Shares*
 credited with 2020 Deferred Consideration Shares*
 Despatch of share certificates for 2020 Deferred Consideration Shares to     within 7 days of admission of the 2020 Deferred Consideration Shares*
 Kanabo Research Sellers holding in certificated form*

* Subject to and conditional upon approval by the Enlarged Shareholders at the
2023 AGM.

 

All references to time are to London time unless otherwise stated.

 

Directors' participation in the 2020 Deferred Consideration Shares

Board members Mr David Tsur (Deputy Chair), Mr Avihu Tamir (Chief
Executive Officer) and former None-Executive director Mr Uzi Danino (together
"Directors and Ex-Directors") will all be issued with shares as part of the
2020 Deferred Consideration Shares.

The number of shares issued under the 2020 Deferred Consideration Shares for
by each of these Directors and Ex-Directors are set out below:

 

 Director/Ex-Director  Number of shares issue under the 2020 Deferred Consideration Shares
 Mr David Tsur         1,515,392
 Mr Avihu Tamir        16,266,552
 Mr Uziel Danino       616,014

 

(*) The issue of the 2020 Deferred Consideration Shares is subject and
conditional upon approval by the Enlarged Shareholders at the 2023 AGM. The
Company will issue further announcements in this regard.

 

 

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.

 

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