REG - Kingswood Holdings - Convertible preference share issue

Kingswood HoldingsAnnouncement

31/12/2021 12:01

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RNS Number : 1769X  Kingswood Holdings Limited  31 December 2021

 

KINGSWOOD HOLDINGS LIMITED

("Kingswood", the "Company" or the "Group")

Convertible preference share issue

Kingswood announces a further £29.6 million convertible preference share
issue to funds managed and/or advised by Pollen Street Capital

Brings total equity issued under subscription facility to £77.4 million of
the £80 million committed

Funds to be used to further accelerate acquisitive growth strategy

 

Kingswood Holdings Limited (AIM: KWG), the international, vertically
integrated wealth and investment management group, is pleased to announce it
has issued a further 29,600,000 new convertible preference shares (the "New
Convertible Preference Shares"), under the terms of its convertible preference
share subscription agreement with HSQ INVESTMENT LIMITED (the "Subscription
Agreement") originally announced on 12 September 2019. HSQ INVESTMENT LIMITED
is a wholly owned indirect subsidiary of funds managed and/or advised by
Pollen Street Capital Limited ("Pollen Street").

The New Convertible Preference Shares represent the twelfth tranche of
irredeemable convertible preference shares issued pursuant to the Subscription
Agreement and as such the total number of irredeemable Convertible Preference
Shares held by Pollen Street has increased to 77,428,443 shares, at an issue
price of £1 each.  This is expected to be the final drawdown under the
Subscription Agreement.

Variation to terms of Subscription Agreement

Under the terms of the Subscription Agreement, Kingswood agreed that, in
consideration for the committed investment, Pollen Street will be entitled to
sale proceeds equivalent to at least twice the amount it has subscribed for
the Convertible Preference Shares. For the twelfth and any subsequent tranche
of irredeemable convertible preference shares issued, Pollen Street will be
entitled to sale proceeds equivalent to at least one and a half times the
amount it has subscribed for those Convertible Preference Shares.

The amendment of the terms of the Subscription Agreement entered into by the
Company and Pollen Street is considered to be a Related Party Transaction by
virtue of Howard Garland and Lindsey McMurray's positions at Pollen Street. As
such, the Directors of the Company (excluding Howard Garland and Lindsey
McMurray) consider, having consulted with finnCap Ltd, the Company's Nominated
Adviser, that the terms of the amendment to the Subscription Agreement are
fair and reasonable insofar as the Shareholders are concerned.

Gary Wilder, Group CEO at Kingswood commented: "We are thrilled to have Pollen
Street's capital support through the convertible preference facility and this
new issue further solidifies our balance sheet by an additional £29.6 million
as we accelerate the next stage of our growth journey. We remain committed to
our growth strategy within the UK and internationally. We have signed four
acquisitions in 2021 and have a strong pipeline of high-quality UK
opportunities under negotiation, four of which are in the exclusive due
diligence stage.

We have a strong and dynamic leadership team with large firm financial
services experience and successful track records which combined with our
strong risk and compliance culture places us in a unique position to
effectively execute our strategy".

Howard Garland, Partner at Pollen Street said: "We continue to believe the
wealth management sector offers compelling opportunities for growth. Kingswood
has a clear strategy, and we are excited to partner with them to deliver these
goals. Pollen Street has extensive expertise in the global financial services
sector, growing market leading companies organically and through acquisition.
We believe our unique experience and skillset coupled with our capital
commitment will enable Kingswood to continue to successfully execute its
growth strategy."

 

For further details, please contact:

   Kingswood Holdings Limited                           +44 (0)20 7293 0730
   David Lawrence                                       www.kingswood-group.com (http://www.kingswood-group.com/)
   finnCap Ltd (Nomad & Broker)                         +44 (0)20 7220 0500
   Simon Hicks / Abigail Kelly
   GreenTarget (for Kingswood media)                    +44 (0)20 7324 5498

   Jamie Brownlee / Alice Gasson / Ellie Basle          Jamie.Brownlee@greentarget.co.uk (mailto:Jamie.Brownlee@greentarget.co.uk)
   Stand Agency (for Pollen Street media)               +44 (0) 7973 596 503

   Cait Dacey                                           pollenstreet@standagency.com (mailto:pollenstreet@standagency.com)

About Kingswood

Kingswood Holdings Limited (trading as Kingswood) is an AIM-listed (AIM: KWG)
international fully integrated wealth management group with circa £7.8
billion of Assets under Advice and Management. It services circa 8600 clients
from a growing network of offices in the UK including Abingdon, Beverley,
Darlington, Derby, Grimsby, Harrogate, Hull, Lincoln, London, Maidstone,
Newcastle, Sheffield (2), Worcester and York with overseas offices in
Johannesburg, South Africa and Atlanta, New York and San Diego in US.

Kingswood offers a range of trusted investment solutions to its clients, which
range from private individuals to some of the UK's largest universities and
institutions, including investment advice and management, personal and company
pensions and wealth planning. Kingswood is focused on becoming a leading
player in the wealth and investment management market through targeted
acquisitions in the UK and US, creating a global business through strategic
partnerships.

About Pollen Street Capital

Pollen Street is an independent alternative investment management company,
focused on accelerating the progress of the financial, business services and
technology sectors. It was established in 2013 and manages over £3bn AUM
across private equity and credit strategies on behalf of investors including
leading public and corporate pension funds, insurance companies, Sovereign
Wealth Funds, Endowment and Foundations, asset managers, banks, and family
offices from around the world. Pollen Street has a team of over 70
professionals with offices in London and New York City. www.pollencap.com

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