REG - Kelso Group Holdings - Publication of Prospectus and Placing Update

Kelso groupAnnouncement

12/05/2023 15:45

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RNS Number : 3127Z  Kelso Group Holdings PLC  12 May 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.

 

THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR EQUIVALENT
DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A PROSPECTUS IN RELATION TO
THE TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT HAS BEEN PUBLISHED TODAY.

 

12 May 2023

Kelso Group Holdings Plc ("Kelso" or the "Company")

 

Publication of Prospectus and Placing Update

 

Kelso is pleased to announce that further to the announcements published on 30
March 2023 and 27 April 2023, the Company has now received confirmation from
the FCA that the Prospectus in relation to its Placing and subsequent proposed
admission of certain shares to the Official List and to trading on the
Standard segment of the Main Market of the LSE is approved for publication
(the "Prospectus").

 

The Placing remains subject to approval of certain resolutions at the
Company's Annual General Meeting ("AGM"), the Placing Agreement not being
terminated in accordance with its terms and Admission becoming effective. For
details regarding the Company's AGM, please refer to Company's announcement
published on 2 May 2023.

 

The Prospectus will shortly be submitted to the FCA's National Storage
Mechanism (the "NSM") and will be available for inspection on the NSM's
website at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

The Prospectus will also be available on the Company website: www.kelsoplc.com
(http://www.kelsoplc.com)

 

Capitalised terms used in this announcement (this "Announcement") shall have
the meanings ascribed to them in the announcement dated 27 April 2023.

 

 

For further information please contact:

 

 Kelso Group Holdings plc                     +44 (0) 75 4033 3933
 John Goold, Chief Executive Officer

 Mark Kirkland, Chief Financial Officer

 Jamie Brooke, Chief Investment Officer

 Zeus (Broker)                                +44 (0) 20 3829 5000
 Nick Cowles, Matt Hogg (Investment Banking)

 Ben Robertson (Corporate Broking)

 

About Kelso

Kelso was established in 2022 to identify, engage and unlock trapped value in
the UK stock market. Kelso's strategy is to invest in situations where there
is an anomaly between the intrinsic value and prospects of a company and its
stock market valuation. Kelso will, in particular, look for situations where
it believes the sum of the parts of a business is greater than the current
value. The company completed a fundraising of £3m in January 2023. Kelso
believes that the current market conditions are such that there are situations
where UK listed companies' valuations are not appropriately matched to their
underlying intrinsic value. There may be instances where Kelso itself could be
used as a vehicle by an undervalued company to spin off a subsidiary into its
own listing. Such a transaction would undoubtedly constitute a reverse
takeover for Kelso.

 

No offer of securities

 

This announcement and the Prospectus do not constitute or form part of any
offer or invitation to purchase, acquire, subscribe for, sell, dispose of or
issue, or any solicitation of any offer to sell, dispose of, purchase, acquire
or subscribe for, any security, including any KLSO shares to be issued in
connection with the Transaction. In particular, the KLSO shares to be issued
in connection with the Placing have not been and will not be registered under
the US Securities Act of 1934 (as amended) and may not be offered or sold in
the US absent registration or an applicable exemption from the registration
requirements of the US Securities Act of 1934 (as amended).

 

Transmission of this announcement and the Prospectus

 

Neither this announcement, the Prospectus, nor any copy of either of them may
be taken or transmitted directly or indirectly into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction. Any failure to comply with this restriction
may constitute a violation of such laws or regulations. Persons into whose
possession this announcement, the Prospectus or other information referred to
therein comes, should inform themselves about, and observe, any restrictions
in such laws or regulations.

 

END

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