REG - KCR Residential REIT - AIM Rule Update - Historic Disclosures

KCR Residential ReitAnnouncement

25/07/2022 16:30

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RNS Number : 6641T  KCR Residential REIT PLC  25 July 2022

KCR Residential REIT plc

 

("KCR" or the "Company")

 

AIM Rule Update - Historic Disclosures and Related Party Transactions

 

As part of Cairn Financial Advisers LLP's ongoing onboarding due diligence,
KCR notifies the following update.  All information is as at the date of this
announcement.

 

In relation to directors' disclosures for Dominic White, a non-executive
director of the Company, pursuant to AIM Rule 17 and Schedule 2 Paragraph (g)
of the AIM Rules for Companies, Mr White was a director of Ovio Wellness
Limited, a health drinks company, which was dissolved in February 2019
following the company being placed into creditors' voluntary liquidation in
August 2017.

 

In addition, the Company announces the following historic related party
transactions ("Transactions") which were not notified pursuant to AIM Rule 13
at the time:

 

1. On 10 July 2017 the Company issued convertible loan notes to the White Amba
Pension Scheme of £25,000. The convertible loan notes attracted interest at a
rate of 6 per cent per annum, payable quarterly.  The principal loan was
repaid on 22 August 2019. The repayment consisted of £25,000 of Ordinary
Shares at a price of 45p per Ordinary Share.

 

2. On 29 June 2018, the Company entered into a loan agreement (the "Loan
Agreement") arranged by DGS Capital Partners LLP, a limited liability
partnership in which Michael Davies was a member, with certain investors
including Tim Oakley, who was at the time a director of a subsidiary of the
Company, and who loaned £235,000 under the terms of the Loan Agreement. The
overall loan was for £1,475,000 and was subject to an interest rate of 12 per
cent per annum; the loan was to be repaid within 300 days of the initial
drawdown date of 29 June 2018 and was extended during the financial year (the
"Loan Agreement Extension"). The Loan Agreement was further extended by way of
a deed of extension dated 12 July 2019 (the "Loan Agreement Second Extension")
pursuant to which the interest rate was increased to 14% from 25 April 2019,
and the date for repayment was extended to 22 August 2019. The loan and
outstanding interest were repaid on 22 August 2019. The repayment consisted of
£1,425,000 cash and £95,826 of Ordinary Shares at a price of 45p per
Ordinary Share.

 

The above Transactions are deemed to be Related Party Transactions pursuant to
AIM Rule 13.  Transaction 1 relates to convertible loan notes issued to White
Amba Pension Scheme, a pension scheme of which Dominic White is a beneficiary,
which, as an associate of Dominic White, is deemed to be a related party.
 Transaction 2 (being the Loan Agreement and the Loan Agreement Extension)
was a transaction with Tim Oakley, a director of a subsidiary of the Company
at the time it was entered into, and with DGS Capital Partners, which acted as
security trustee for the Loan Agreement, which was an associate of Michael
Davies as defined in the AIM Rules and therefore a related party.

 

The directors of the Company (who, save for Dominic White, were appointed
after the date the Transactions were entered into) who are considered
independent for the purposes of Transaction 1 (being the whole board save for
Dominic White) and for Transaction 2 (being the whole board), having consulted
with the Company's nominated adviser, Cairn Financial Advisers LLP, consider
that, at the time they were entered into, the terms of the Transactions were
fair and reasonable insofar as the Company's shareholders are concerned.

 

In addition, the following directorships were omitted from the announcement on
6 August 2019 of the appointment of Richard Boon, a non-executive director of
the Company, and are disclosed pursuant to AIM Rule 17 and Schedule 2
Paragraph (g) of the AIM Rules for Companies. All information is as at the
date of this announcement.

 

Full name: Richard James Boon

 

 Current Directorships / Partnerships:  Past Directorships / Partnerships:

 GCL Trustees No 5 Limited              Artefact Partners (Cayman) LLP

 

 

For further information please contact:

 KCR Residential REIT plc                          info@kcrreit.com (mailto:info@kcrreit.com)

 Russell Naylor, Executive Director                Tel: +44 (0)20 7628 5582

 Cairn Financial Advisers LLP (Nomad)              Tel: +44 (0)20 7213 0880

 James Caithie / James Lewis / Louise O'Driscoll

 Arden Partners Plc (Broker)                       Tel: +44 (0)20 7614 5900

 John Llewellyn-Lloyd

 

Notes to Editors:

KCR's objective is to build a substantial residential property portfolio that
generates secure income flow for shareholders. The Directors intend that the
group will acquire, develop and manage residential property assets in a number
of jurisdictions including the UK.

 

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