REG - Kooth PLC - Share Buyback Programme

KoothAnnouncement

24/12/2024 07:15

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RNS Number : 1979R  Kooth PLC  24 December 2024

24 December 2024

 

Kooth Plc

 

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

 

Share Buyback Programme

 

Kooth (AIM: KOO), a global leader in youth digital mental well-being,
announces its intention to undertake a share buyback programme of up to £1.5
million (the "Share Buyback") in respect of its ordinary shares of 5 pence
each (the "Ordinary Shares").

 

The purpose of the Share Buyback is to increase the number of shares held in
treasury for use in meeting future obligations arising from the Company's
long-term incentive plan and/or other share-based reward plans. The Board is
of the view that the shares significantly undervalue the Group and therefore
believe that utilising the Company's strong balance sheet to minimise dilution
arising from share options is in the best interest of all shareholders.

 

Kooth has entered into a non-discretionary agreement with Stifel Nicolaus
Europe Limited ("Stifel") in relation to the Share Buyback and for Stifel to
carry out on-market purchases, acting as riskless principal, of the Ordinary
Shares and the simultaneous on-sale of such Ordinary Shares by Stifel to
Kooth. Stifel will make trading decisions in relation to the Share Buyback
independently of Kooth in accordance with certain pre-set parameters set out
in the agreement with Stifel.

 

The Share Buyback will be effected under the authority granted by shareholders
at the Group's 2024 Annual General Meeting to purchase a maximum of 3,651,455
Ordinary Shares.

 

The Share Buyback will be conducted within the parameters prescribed by the
Market Abuse Regulation 596/2014 and the Commission Delegated Regulation (EU)
2016/1052 (as in force in the UK, from time to time, including, where
relevant, pursuant to the UK's European Union (Withdrawal) Act 2018 and the
Market Abuse (Amendment) (EU Exit) Regulations 2019). However, due to the
limited liquidity in the Ordinary Shares, in order to proceed with the Share
Buyback in an effective manner, the Group may exceed 25% of the average daily
trading volume, being the limit laid down in Article 5(1) of UK MAR and,
accordingly, the Company may not benefit from the exemption contained in that
Article.

 

The maximum price paid per Ordinary Share will be no more than the higher of
(i) an amount equal to 105 per cent. of the average middle market quotations
for an Ordinary Share, as derived from the London Stock Exchange Daily
Official List, for the five business days immediately preceding the day on
which the Ordinary Share is purchased; and (ii) an amount equal to the higher
of the price of the last independent trade and the highest current independent
purchase bid for Ordinary Shares on the trading venue where the purchase is
carried out. The minimum price that may be paid is £0.05 per Ordinary Share.

 

Any market purchases of Ordinary Shares under the Share Buyback will be
announced no later than 7:30 a.m. on the business day following the day on
which the purchase occurred.

 

This announcement contains inside information under the UK Market Abuse
Regulation. The person responsible for arranging for the release of this
announcement on behalf of the Company is Tim Barker, CEO.

 

- Ends -

 

   Enquiries:

 

 Kooth plc                                            investorrelations@kooth.com
 Tim Barker, CEO
 Sanjay Jawa, CFO

 Stifel, Nominated Adviser and Broker                 +44 (0) 20 7710 7600
 Ben Maddison, Nick Harland, Erik Anderson, Ben Good

 FTI Consulting                                       kooth@fticonsulting.com
 Ben Atwell, Alex Shaw

 

 

About Kooth plc:

 

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.

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.

Kooth is the longest standing 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 2022/23 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.

For more information, please visit www.koothplc.com (http://www.koothplc.com)
.

 

 

 

 

 

 

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