REG - Kooth PLC - Result of Placing, PDMR Dealings & TVR

KoothAnnouncement

04/07/2023 11:00

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RNS Number : 9224E  Kooth PLC  04 July 2023

 

THIS ANNOUNCEMENT (THE "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, THE PUBLIC OF IRELAND 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 CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

4 July 2023

Kooth plc

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

Result of Placing, PDMR Dealings and Total Voting Rights

 

Kooth, a global leader in youth digital mental well-being, is pleased to
announce that, further to the announcement earlier this morning of the
proposed placing (the "Placing Announcement"), the Company has successfully
placed 3,305,577 new Ordinary Shares in the capital of the Company at the
Placing Price of 300 pence per share in a significantly over subscribed
Placing, raising gross proceeds of approximately £10 million.

 

Results of the Placing

 

A total of 3,305,577 Placing Shares have been conditionally placed, subject to
Admission, with new and existing investors at the Placing Price of 300 pence
per Placing Share, representing a c.15 per cent. premium to the closing
mid-market price per Ordinary Share on 3 July 2023. The Placing Shares will
represent approximately 9.09 per cent. of the enlarged share capital of the
Company following Admission.

 

Panmure Gordon and Stifel acted as the Joint Bookrunners in connection with
the Placing. Panmure Gordon acted as Nominated Adviser.

 

Tim Barker, Chief Executive Officer of Kooth, said:

 

"This placing, in combination with the finalisation of our contract with the
State of California announced this morning, will ensure that Kooth is
exceptionally well placed to deliver on both its current contracts and its new
business pipeline. Having been operating in the digital mental health space
for over 20 years, our customers, potential customers and the broader market
acknowledge us as the market leader and with this additional funding we intend
to leverage this acknowledgment to ensure we continue to grow in the years
ahead.

 

"This placing, along with the contract agreed with California, will also
ensure we can keep developing our platform to ensure that we are able to help
people around the world with welcoming, stigma-free mental health support.
This has been Kooth's vision since the day it was founded and, through this
placing, we look forward to continuing our journey as we seek to make
effective, personalised mental health care accessible to all."

 

Director Participation

 

Certain Directors of the Company, being Tim Barker, Sanjay Jawa, Kate Newhouse
and Peter Whiting, have subscribed for in aggregate 110,666 new Ordinary
Shares at the Placing Price. The results of their participation and therefore,
upon Admission, their interests in Ordinary Shares will be as follows:

 

 Director       Position                 Number of Ordinary Shares held prior to the Placing  Percentage interest in Existing Ordinary Share Capital  Number of Ordinary Shares acquired under the Placing  Number of Ordinary Shares held following the Placing  Percentage interest in the enlarged share capital upon Admission
 Tim Barker     Chief Executive Officer  801,603                                              2.43                                                    33,333                                                834,936                                               2.30
 Sanjay Jawa    Chief Financial Officer  320,648                                              0.97                                                    33,333                                                353,981                                               0.97
 Kate Newhouse  Chief Operating Officer  480,966                                              1.46                                                    40,000                                                520,966                                               1.43
 Peter Whiting  Non-Executive Chairman   40,000                                               0.12                                                    4,000                                                 44,000                                                0.12

 

Related Party Transaction

 

As part of the Placing, Root Capital Fund II LP ("Root"), a Substantial
Shareholder of the Company (as defined by the AIM Rules), has subscribed for a
total of 666,667 Placing Shares at the Placing Price under the Placing and
will have an aggregate interest in 12,996,540 Ordinary Shares, representing
approximately 35.74 per cent. of the enlarged share capital on Admission.
Root's participation in the Placing constitutes a related party transaction
under the AIM Rules. With the exception of Simon Philips, as a limited partner
in Root, and the above Directors who have subscribed for Ordinary Shares under
the Placing, the Directors consider, having consulted with Panmure Gordon,
acting in its capacity as the Company's nominated adviser, that the terms of
such participation are fair and reasonable insofar as the Company's
shareholders are concerned.

 

Admission and Total Voting Rights

 

Application has been made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. It is expected that Admission and dealings
in the Placing Shares will commence at 8.00 a.m. on 7 July 2023. The Placing
Shares will rank pari passu with the Existing Ordinary Shares. Upon Admission,
the Enlarged Share Capital of the Company will consist of 36,361,353 Ordinary
Shares, none of which are held in treasury. Therefore, the total number of
voting rights in the Company will be 36,361,353 and this figure may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the Company.

 

Other than where defined, capitalised terms used in this announcement have the
meanings given to them in the Placing Announcement.

 

For the purposes of UK MAR, the person responsible for arranging the release
of this announcement on behalf of the Company is Sanjay Jawa (CFO).

 

ENDS

 

About Kooth

 

Kooth (AIM:KOO) is a global leader in youth digital mental well-being. Our
mission is to provide accessible and safe spaces for everyone to achieve
better mental health. Our platform is clinically robust and accredited to
provide a range of therapeutic support and interventions. All our services are
predicated on easy access to make early intervention and prevention a reality.

 

Our three services are:

 

·    Kooth: for children and young persons

·    Kooth: for adults

·    Kooth Work: for frontline employees

 

Kooth 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 more than 4,000 logins a day.

 

Kooth is the only digital mental health provider to hold a UK-wide
accreditation from the British Association of Counselling and Psychotherapy
(BACP) and according to NHS England data for 2021/22 is now the largest single
access provider for mental health support for under 18s

 

In 2021, Kooth began executing on its international expansion strategy, with
an initial focus on the US market. This focus is due to the growing
recognition of the importance of improving youth mental health in this key
global healthcare market, with 1-in-6 people aged 6-17 experiencing a mental
health disorder each year. Kooth's first pilot contract in the US was signed
in October 2022 with the State of Pennsylvania.

 

 Enquiries:

 Kooth plc
 Tim Barker, CEO                                                        investorrelations@kooth.com

 Sanjay Jawa, CFO
 Panmure Gordon, Nominated Adviser and Joint Broker                     +44 (0) 20 7886 2500

 Corporate Finance: Dominic Morley, James Sinclair-Ford, Daphne Zhang

 Corporate Broking: Rupert Dearden, James Todd
 Stifel Nicolaus Europe Limited, Joint Broker                           +44 (0) 20 7710 7600

 Ben Maddison, Nick Adams, Nicholas Harland, Richard Short
 FTI Consulting                                                         kooth@fticonsulting.com

 Jamie Ricketts, Alex Shaw, Usama Ali

 

 

The notifications below are made in accordance with the requirements of the
Market Abuse Regulations:

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Tim Barker

                                                                   Sanjay Jawa

                                                                   Kate Newhouse

                                                                   Peter Whiting

                                                                   Root Capital Fund II LP ("Root")
 2    Reason for the notification
 a)   Position / status                                            Chief Executive Officer (Tim Barker)

                                                                   Chief Financial Officer (Sanjay Jawa)

                                                                   Chief Operating Officer (Kate Newhouse)

                                                                   Non-Executive Chairman (Peter Whiting)

                                                                   Person closely associated with Simon Philips, Non-Executive Direrctor (Root)

 b)   Initial notification / amendment                             Initial notification
 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Kooth plc
 b)   LEI                                                          2138001YLGO1L8UYOM90
 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 5 pence each

      Identification code                                          ISIN: GB00BMCZLK30
 b)   Nature of the transaction                                    Subscription for Ordinary Shares

 c)   Price(s) and volume(s)                                       Subscription price of 300p each

                                                                   33,333 Ordinary Shares (Tim Barker)

                                                                   33,333 Ordinary Shares (Sanjay Jawa)

                                                                   40,000 Ordinary Shares (Kate Newhouse)

                                                                   4,000 Ordinary Shares (Peter Whiting)

                                                                   666,667 Ordinary Shares (Root)
 d)   Aggregated information                                       33,333 Ordinary Shares and £100,000 (Tim Barker)

      - Aggregated volume                                          33,333 Ordinary Shares and £[100,000 (Sanjay Jawa)

      - Price                                                      40,000 Ordinary Shares and £120,000 (Kate Newhouse)

                                                                   4,000 Ordinary Shares and £4,000 (Peter Whiting)

                                                                   666,667 Ordinary Shares and £2,000,001 (Root)
 e)   Date of the transaction                                      4 July 2023
 f)   Place of the transaction                                     Outside a trading venue

 

 IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, may be taken or transmitted,
published or distributed, directly or indirectly, in or into the United
States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the
Republic of South Africa or to any persons in any of those jurisdictions or
any other jurisdiction where to do so would constitute a violation of the
relevant securities laws of such jurisdiction. This Announcement is for
information purposes only and does not constitute an offer to sell or issue,
or the solicitation of an offer to buy, acquire or subscribe for any shares in
the capital of the Company in the United States, Australia, Canada, Japan, New
Zealand, the Republic of Ireland or the Republic of South Africa or any other
state or jurisdiction in which such offer or solicitation is not authorised or
to any person to whom it is unlawful to make such offer or solicitation.  Any
failure to comply with these restrictions may constitute a violation of
securities laws of such jurisdictions. The securities referred to in this
Announcement have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or with any
securities regulatory authority of any state or jurisdiction of the United
States, or under any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold, pledged, transferred or
delivered, directly or indirectly, in or into the United States except
pursuant to an applicable exemption from, or in a transaction not subject to,
the registration requirements of the US Securities Act and, in each case, in
compliance with the securities laws of any state or other jurisdiction of the
United States.

Each of Panmure Gordon and Stifel, which are both authorised and regulated by
the Financial Conduct Authority (the "FCA") in the United Kingdom, are acting
solely for the Company and no-one else in connection with the transactions and
arrangements described in this Announcement and will not regard any other
person (whether or not a recipient of this Announcement) as a client in
relation to the transactions and arrangements described in this Announcement.
Neither the Joint Bookrunners nor any of their respective partners, directors,
officers, employees, advisers, consultants, affiliates or agents are
responsible to anyone other than the Company for providing the protections
afforded to clients of the Joint Bookrunners or for providing advice in
connection with the contents of this Announcement or for any other matters
referred to herein.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.

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.

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