REG - Insight Bus. Support - Subscription, Board Changes and Name Change
23/11/2022 08:15
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RNS Number : 2802H Insight Business Support PLC 23 November 2022
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INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION,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.
23 November 2022
Insight Business Support Plc (now renamed Kelso Group Holdings plc)
(The "Company")
Results of Offer for Subscription, Board Changes and Change of Name
The board of the Company is pleased to announce the closure of an offer for
subscription comprising the issue of 150.0 million new ordinary shares of 1
penny each (the "Subscription Shares"), raising £3.0 million at a price of
2.0 pence per Subscription Share (the "Subscription"). The total issued share
capital of the Company post this raise will be 197,525,000 ordinary shares.
As a result of the completion of the Subscription, the Company's name has now
been changed to Kelso Group Holdings Plc ("Kelso"), with its shares trading
under the TIDM KLSO, and the appointments of John Goold as Chief Executive
Officer, Mark Kirkland as Chief Financial Officer and Jamie Brooke as Chief
Investment Officer (together, the "New Directors") are now effective. In
addition, Jon Pither is to step down as Non-Executive Chairman, and the
current share options, excluding 1,418,250 options disclosed in the Company's
prospectus published 20 February 2020 will be cancelled with immediate effect.
Pursuant to the Subscription, certain directors of the Company have
participated in the Subscription as follows:
Name Number of shares prior to the Subscription Subscription Shares purchased Number of shares following the Subscription Percentage of share capital following the Subscription
John Goold 3,750,000 16,000,000 19,750,000 10.00%
Mark Kirkland Nil 6,000,000 6,000,000 3.04%
Jamie Brooke Nil 12,500,000 12,500,000 6.33%
Gordon Harvey 1,500,000 1,250,000 2,750,000 1.39%
The Company has made an application to admit the Subscription Shares to the
Official List and to trading on the Standard segment of Main Market of the LSE
("Admission"). It is expected that Admission will occur at 8.00 a.m. on 28
November 2022. Following issue of the Subscription Shares, the Company's
issued ordinary share capital will comprise 197,525,000 ordinary shares.
The purpose of Kelso is to identify, engage and unlock trapped value in UK
listed companies across sectors. Through active engagement and alignment via
taking stakes directly, Kelso aims to effect change where existing
shareholders are often unable or unwilling to do so themselves.
In line with the board changes above, a new management incentive plan ("MIP")
will be put in place at the appropriate time. No directors, including the New
Directors, will draw any salary while the business remains in its current
nascent stage and all expenses will be kept to a minimum.
The Company is pleased that its new website is now live, registered as
www.kelsoplc.com (http://www.kelsoplc.com) .
John Goold commented 'Mark, Jamie and I are delighted and appreciative of the
investment from around 25 entrepreneurial friends as we embark on this new
venture, with the aim of creating value for all our shareholders.'
For further information please contact:
Kelso Group Holdings Plc +44 (0) 75 4033 3933
John Goold, Chief Executive Officer john.goold@kelsoplc.com
Mark Kirkland, Chief Financial Officer mark.kirkland@kelsoplc.com
Jamie Brooke, Chief Investment Officer
Jamie.brooke@kelsoplc.com
Zeus (Broker) +44 (0) 20 3829 5000
Nick Cowles, Matt Hogg (Investment Banking)
Ben Robertson (Corporate Broking)
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)
£0.02 16,000,000
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 22/11/2022
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)
£0.02 6,
00
0,
00
0
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 22/11/2022
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 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)
£0.02 12,250,000
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 22/11/2022
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Gordon Harvey
2 Reason for the notification
a) Position/status 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)
£0.02 1,250,000
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 22/11/2022
f) Place of the transaction Outside a trading venue
END
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