REG - Kelso Group Holdings - Results of Placing
27/04/2023 07:30
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RNS Number : 6179X Kelso Group Holdings PLC 27 April 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR
FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO
SUBSCRIBE OR PURCHASE, ANY SECURITIES IN ANY JURISDICTION.
Kelso Group Holdings Plc ("Kelso" or the "Company")
Results of Placing
Further to the announcement published on 30 March 2023, Kelso, the main market
listed investment company, is pleased to announce that it has successfully
raised £3.0 million before expenses, at a price of 2.5 pence per share (the
"Placing"). A total of 120 million new ordinary shares (the "Placing Shares")
have been conditionally placed with new and existing investors.
Pursuant to the Placing, all of the directors of the Company have participated
in the Placing as follows:
Name Number of shares prior to the Placing Placing Shares purchased Number of shares following the Placing Percentage of share capital following the Placing
John Goold 19,750,000 20,000,000 39,750,000 12.5%
Mark Kirkland 6,000,000 200,000 6,200,000 2.0%
Jamie Brooke 12,500,000 8,000,000 20,500,000 6.5%
Sir Nigel Knowles - 1,000,000 1,000,000 0.3%
David Charters - 200,000 200,000 0.1%
In aggregate, the Placing Shares represent approximately 60.8 per cent. of the
existing issued share capital of the Company.
Kelso will use the proceeds from the Proposed Placing (after expenses) to
continue to execute its mandate to engage and unlock trapped value in the UK
stock market.
Following the Financial Conduct Authority ("FCA")'s approval of the required
Prospectus and approval of certain resolutions at the Company's Annual General
Meeting ("AGM"), the Company will make an application to admit the new
ordinary shares to the Official List of the FCA and to trading on the Main
Market (Standard List) of the LSE. It is expected that settlement for the
Placing Shares and Admission will take place at 8.00 a.m. on or around 31 May
2023, and that dealings in the Placing Shares will commence at that time. The
Placing Shares, when issued, will be fully paid and will rank pari passu in
all respects with the existing issued Ordinary Shares of the Company,
including, without limitation, the right to receive all dividends and other
distributions declared, made or paid in respect of the existing issued
Ordinary Shares after Admission. Following Admission, the Company's issued
ordinary share capital will comprise 317,525,000 ordinary shares.
The Placing remains conditional upon, among other things, an FCA approved
Prospectus, the Resolutions being passed at the Company's AGM, the Placing
Agreement not being terminated in accordance with its terms and Admission
becoming effective.
Capitalised terms used in this announcement (this "Announcement") shall have
the meanings ascribed to them in the announcement dated 30 March 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 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 £3.0 million 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.
The information set out below is provided in accordance with the requirements
of Article 19(3) of the EU Market Abuse Regulation No 596/2014 (as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018).
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name John Goold
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kelso Group Holdings plc
b) LEI 213800K4RRUZLUE5GC02
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 £0.01 each
Identification code ISIN: GB00BK1VJS23
b) Nature of the transaction Subscription shares purchased
c) Price(s) and volume(s) Price(s) Volume(s)
£0.025 20,000,000
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 26/04/2023
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Mark Kirkland
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kelso Group Holdings plc
b) LEI 213800K4RRUZLUE5GC02
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 £0.01 each
Identification code ISIN: GB00BK1VJS23
b) Nature of the transaction Subscription shares purchased
c) Price(s) and volume(s) Price(s) Volume(s)
£0.025 200,000
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 26/04/2023
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Jamie Brooke
2 Reason for the notification
a) Position/status Chief Investment Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kelso Group Holdings plc
b) LEI 213800K4RRUZLUE5GC02
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 £0.01 each
Identification code ISIN: GB00BK1VJS23
b) Nature of the transaction Subscription shares purchased
c) Price(s) and volume(s) Price(s) Volume(s)
£0.025 8,000,000
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 26/04/2023
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Sir Nigel Knowles
2 Reason for the notification
a) Position/status Non-Executive Chairman
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kelso Group Holdings plc
b) LEI 213800K4RRUZLUE5GC02
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 £0.01 each
Identification code ISIN: GB00BK1VJS23
b) Nature of the transaction Subscription shares purchased
c) Price(s) and volume(s) Price(s) Volume(s)
£0.025 1,000,000
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 26/04/2023
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name David Charters
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Kelso Group Holdings plc
b) LEI 213800K4RRUZLUE5GC02
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 £0.01 each
Identification code ISIN: GB00BK1VJS23
b) Nature of the transaction Subscription shares purchased
c) Price(s) and volume(s) Price(s) Volume(s)
£0.025 200,000
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 26/04/2023
f) Place of the transaction Outside a trading venue
IMPORTANT NOTICES
This Announcement and the information contained in it, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into the United States of America, its territories and
possessions, any state of the United States of America or the District of
Columbia (collectively, the "United States"), Australia, Canada, the Republic
of South Africa or Japan or any other jurisdiction in which such publication,
release or distribution would be unlawful. Further, this Announcement is for
information purposes only and is not an offer of securities in any
jurisdiction. This Announcement has not been approved by the London Stock
Exchange, nor is it intended that it will be so approved.
This Announcement or any part of it 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, Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the Placing Shares is being made in
any such jurisdiction.
Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.
END
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