REG - Kooth PLC - Holdings in the Company

KoothAnnouncement

28/04/2021 07:05

RNS Number : 7915W
  
Kooth PLC
  
28 April 2021
  
 

Kooth plc
("Kooth" or the "Company" or the "Group")
Holdings in the Company
The Board of Kooth was yesterday informed of the following transaction in ordinary shares of £0.05 each ("Ordinary Shares") in the capital of the Company: Root Capital Fund II Limited Partnership, trading under the name ScaleUp Capital, classified as a Person Closely Associated with Mr. Simon Philips, a Non-Executive Director of the Company, sold 3,000,000 Ordinary Shares yesterday. ScaleUp Capital's interest is now 13,609,873 Ordinary Shares, representing 41.2% of the Company's issued share capital.
 
This transaction, which was undertaken yesterday in response to market demand, was completed at a price of 350 pence per Ordinary Share.
 
Prior to undertaking this transaction, ScaleUp Capital obtained the consent of the Company and Panmure Gordon (UK) Limited to the lifting of the lock-in agreement ("the Agreement") entered into at the time of the Company's IPO in respect of the Ordinary Shares sold. In accordance with the Agreement, ScaleUp Capital has agreed not to sell any further Ordinary Shares until 2 September this year. The orderly market period then continues until 2 September 2022.
 
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
 
- Ends -
 



Kooth plc








Tim Barker, CEO
Sanjay Jawa, CFO


investorrelations@kooth.com 




Panmure Gordon, Nominated Adviser and sole Broker








Corporate Finance:
Dominic Morley, Nicholas Harland, Sandy Clark
Corporate Broking:
Erik Anderson


+44 (0) 20 7886 2500




FTI Consulting








Jamie Ricketts / Alex Shaw / Usama Ali 


kooth@fticonsulting.com



 
Notes to Editors
About Kooth
Kooth is one of the UK's leading digital mental health platforms, set up to provide accessible and safe spaces for everyone to achieve better mental health. The Company's online platform is clinically robust and accredited to provide a range of therapeutic support and interventions. All services are predicated on easy access to make early intervention and prevention a reality. 
Kooth offers three services: 
·     Kooth is commissioned in 85% of the NHS's clinical commissioning group areas across the country. It is a fully safeguarded and pre-moderated community with a library of peer and professional created content, alongside access to experienced online counsellors. There are no thresholds for support and no waiting lists. Currently, Kooth sees over 3,000 logins a day. 
·     Kooth Adult operates across distinct locations and serves specific cohorts, including parents, teachers, victims of crime and those who have suffered from or continue to experience domestic violence. 
·     Kooth Work is a corporate service, aimed specifically at employers to support the wellbeing of their employees, providing confidential and anonymous access to a wellbeing community, counselling, content and self-help tools. Kooth Work provides valuable, anonymous insights into the wellbeing of the workforce so that employers can identify specific areas of improvement for their wellbeing strategy.
 



Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs") and persons closely associated with them.
 




1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: 


Kooth plc




1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)




Non-UK issuer








2. Reason for the notification (please mark the appropriate box or boxes with an "X")




An acquisition or disposal of voting rights


x




An acquisition or disposal of financial instruments








An event changing the breakdown of voting rights








Other (please specify)iii: 








3. Details of person subject to the notification obligationiv




Name


Root Capital Fund II




City and country of registered office (if applicable)


London, UK




4. Full name of shareholder(s) (if different from 3.)v




Name








City and country of registered office (if applicable)








5. Date on which the threshold was crossed or reachedvi:


27/04/2021




6. Date on which issuer notified (DD/MM/YYYY):


27/04/2021




7. Total positions of person(s) subject to the notification obligation








% of voting rights attached to shares (total of 8. A)


% of voting rights through financial instruments

(total of 8.B 1 + 8.B 2)


Total of both in % (8.A + 8.B)


Total number of voting rights of issuervii




Resulting situation on the date on which threshold was crossed or reached


41.2%


N/A


41.2%


33,055,776




Position of previous notification (if 
applicable)


N/A


N/A


N/A
















·     



8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii




A: Voting rights attached to shares




Class/type of

shares
ISIN code (if possible)


Number of voting rightsix


% of voting rights




Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)


Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)


Direct
(Art 9 of Directive 2004/109/EC) (DTR5.1)


Indirect
(Art 10 of Directive 2004/109/EC) (DTR5.2.1)




GB00BMCZLK30






13,609,873






41.2%
















































SUBTOTAL 8. A


13,609,873


41.2%




 
 




B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))




Type of financial instrument


Expiration

datex


Exercise/

Conversion Periodxi


Number of voting rights that may be acquired if the instrument is 
exercised/converted.


% of voting rights














































































SUBTOTAL 8. B 1












 
 




B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))




Type of financial instrument


Expiration

datex


Exercise/

Conversion Period xi


Physical or cash 
settlementxii


Number of voting rights 


% of voting rights






























































































SUBTOTAL 8.B.2





























·     



9. Information in relation to the person subject to the notification obligation (please mark the 
applicable box with an "X")




Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii








Full chain of controlled undertakings through which the voting rights and/or the

financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)


X




Namexv


% of voting rights if it equals or is higher than the notifiable threshold


% of voting rights through financial instruments if it equals or is higher than the notifiable threshold


Total of both if it equals or is higher than the notifiable threshold




Root Capital Fund II


41.2%






41.2%
























































































































































































 
 




10. In case of proxy voting, please identify:




Name of the proxy holder


N/A




The number and % of voting rights held


N/A




The date until which the voting rights will be held


N/A










11. Additional informationxvi
















·     



Place of completion


LONDON, UK




Date of completion


27/04/2021



·     
 

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