REG - Kitwave Group PLC - Retail Offer by PrimaryBid

KitwaveAnnouncement

24/09/2024 17:15

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RNS Number : 4969F  Kitwave Group PLC  24 September 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE
IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN KITWAVE GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN
RESPECT OF KITWAVE GROUP PLC.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 AND HAS BEEN APPROVED BY
PRIMARYBID LIMITED ("PRIMARYBID") WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

24 September 2024

 

Kitwave Group plc

 

Retail Offer by PrimaryBid

 

Retail Offer highlights

 

●   Retail Offer via PrimaryBid (https://www.primarybid.com/) to raise up
to £0.5 million (before commissions, fees and expenses).

●   The Issue Price of 305 pence per Ordinary Share represents a discount
of approximately 3.9 per cent to the closing middle market price of 317.5
pence per Ordinary Share on 23 September 2024, being the latest practicable
date prior to the publication of this Announcement.

●   Investors can take part through PrimaryBid's extensive network of
retail brokers, wealth managers and investment platforms (subject to such
partners' participation).

●   The Retail Offer is available to both existing shareholders and new
investors.

●   There is a minimum subscription of £250 per investor in the Retail
Offer.

●   No commission will be charged by PrimaryBid on applications to the
Retail Offer.

 

Kitwave Group plc (AIM: KITW) ("Kitwave" or the "Company"), the delivered
wholesale business, is pleased to announce, a conditional offer for
subscription of up to 163,934 new ordinary shares of one penny each (the
"Ordinary Shares") in the capital of the Company (the "Retail Offer Shares")
to be conducted by PrimaryBid (the "Retail Offer").

The Retail Offer will be made available at an issue price of 305 pence per new
Ordinary Share (the "Issue Price"). The Issue Price represents a discount of
approximately 3.9 per cent to the closing middle market price of 317.5 pence
per Ordinary Shares on 23 September 2024.

In addition to the Retail Offer, and as announced by the Company earlier
today, it is also conducting a placing of new Ordinary Shares (the "Placing
Shares", and together with the Retail Offer Shares, the "New Ordinary Shares")
at the Issue Price by way of an accelerated bookbuilding process (the
"Placing", and together with the Retail Offer, the "Capital Raising") to raise
up to £31.5 million (before commissions, fees and expenses).

The Capital Raising will be effected pursuant to the Company's existing
shareholder authorities and therefore is not conditional upon approval by the
Company's shareholders.

The Retail Offer is conditional upon, amongst other things, completion of the
Placing and the New Ordinary Shares being admitted to trading on the AIM
market ("AIM") of London Stock Exchange plc ("Admission"). It is anticipated
that Admission will become effective and that dealings in the New Ordinary
Shares will commence on AIM, at 8.00 a.m. on 27 September 2024.

 

 

Kitwave separately announced today that it has agreed to acquire the entire
issued share capital of Creed Catering Supplies Limited, an independent
family-owned food wholesaler (the "Acquisition"). The initial consideration
payable for the Acquisition is £60.0 million in cash, with a further £10.0
million in cash payable over two years dependent on certain performance
targets being achieved. The consideration is payable in cash with the initial
consideration being financed from an increase in the Company's banking
facilities and the Capital Raising. Any remaining net proceeds from the Retail
Offer will be used for general working capital purposes.

 

Reason for the Retail Offer

 

While the Placing has been structured as a non-pre-emptive offer within the
Company's existing authorities from shareholders for non-pre-emptive offers so
as to minimise cost and time to completion, the Company values its retail
investor base and is therefore pleased to provide retail investors with the
opportunity to participate in the Retail Offer.

 

Existing shareholders and new investors can access the Retail Offer through
PrimaryBid's extensive partner network of investment platforms, retail brokers
and wealth managers, subject to such partners' participation. A list of
PrimaryBid's distribution partners can be found here
(https://www.primarybid.com/uk/investors-broker-list) .

 

Some partners may only accept applications from existing shareholders and/or
existing customers.

 

After consideration of the various options available to it, the Company
believes that the separate Retail Offer is in the best interests of its
shareholders, as well as wider stakeholders in the Company.

 

The Retail Offer will open to investors resident and physically located in the
United Kingdom following the release of this Announcement and is expected to
close at 9.00 p.m. on 24 September 2024 but may close early if it is
oversubscribed.

 

There is a minimum subscription amount of £250 per investor in the Retail
Offer.

 

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the Retail Offer without giving any reason for such
rejection.

 

Investors wishing to apply for Retail Offer Shares should contact their
investment platform, retail broker or wealth manager for details of their
terms and conditions, process (including for using their ISA, SIPP or GIA) and
any relevant fees or charges.

 

The Retail Offer Shares will be issued free of all liens, charges and
encumbrances and will, when issued, be credited as fully paid and will rank
pari passuin all respects with existing Ordinary Shares including the right to
receive all dividends and other distributions declared, made or paid after
their date of issue.

 

Brokers wishing to offer their customers access to the Retail Offer and future
PrimaryBid transactions, should contact partners@primarybid.com
(http://partners@primarybid.com/) .

 

Enquiries

 

 Kitwave Group plc                             Tel: +44 (0) 191 259 2277

 Ben Maxted, Chief Executive Officer

 David Brind, Chief Financial Officer

 PrimaryBid Limited                            enquiries@primarybid.com (mailto:enquiries@primarybid.com)

 Nick Smith/James Deal
 Canaccord Genuity Limited, Nominated Advisor  Tel: +44 (0) 20 7523 8150

 Bobbie Hilliam

 Harry Pardoe

 Yellow Jersey PR, Financial media and PR      Tel: +44 (0) 20 3004 9512

 Charles Goodwin

 Shivantha Thambirajah

 Bessie Elliot

 

Important notices

 

It is a term of the Retail Offer that the aggregate value of the Retail Offer
Shares available for subscription at the Issue Price does not exceed £0.5
million (the "Maximum Subscription Amount"). The Maximum Subscription Amount
may be increased at the sole and absolute discretion of the Company, subject
to applicable law and regulation. Any such increase will be notified by way of
an announcement through a Regulatory Information Service.

 

The Retail Offer is offered under the exemptions from the need for a
prospectus allowed under the Financial Conduct Authority's (the "FCA")
Prospectus Regulation Rules. As such, there is no need for publication of a
prospectus pursuant to the Prospectus Regulation Rules or for approval of the
same by the FCA (as competent authority under Regulation (EU) 2017/1129 as it
forms part of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018).

 

The Retail Offer is only being made within the United Kingdom.

 

This Announcement is not for publication or distribution, in whole or in part,
directly or indirectly, in, into or from the United States (including its
territories and possessions, any state of the United States and the District
of Columbia) (the "United States"). This Announcement is not an offer of
securities for sale or subscription into the United States. The securities
referred to herein have not been and will not be registered under the United
States Securities Act of 1933, as amended, or with any securities regulatory
authority of any state or jurisdiction of the United States, and may not be
offered or sold in the United States, except pursuant to an applicable
exemption from registration. No public offering of securities is being made in
the United States. The Retail Offer Shares are being offered and sold only
outside of the United States in "offshore transactions" within the meaning of,
and in accordance with, regulations under the securities act and otherwise in
accordance with applicable laws.

 

This Announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into Australia, Canada, the Republic of South Africa, 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.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this Announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

 

It should be noted that a subscription for the Retail Offer Shares and
investment in the Company carries a number of risks. Investors should contact
their investment platform, retail broker or wealth manager for details of any
relevant risk warnings. Investors should take independent advice from a person
experienced in advising on investment in securities such as the Retail Offer
Shares if they are in any doubt.

 

 

 

END

 

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