REG - Stifel Nicolaus Euro Kooth PLC - Proposed Secondary Placing in Kooth Plc

KoothAnnouncement

07/10/2024 16:45

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RNS Number : 2365H  Stifel Nicolaus Europe Limited  07 October 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE
TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER FOR SALE OR
SUBSCRIPTION, OR SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY
SECURITIES IN KOOTH PLC. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF
THIS ANNOUNCEMENT.

 

7 October 2024

 

Proposed Secondary Placing of £8-10 million in Kooth Plc (the "Company" or
"Kooth")

 

Root Capital Fund II LP, acting through its general partner ScaleUp Capital
General Partner LLP, (the "Selling Shareholder") announces that it intends to
sell ordinary shares in the Company with a value of £8-10 million (the
"Placing Shares"), at a price of 280 pence per ordinary share.

 

The Placing Shares are being offered by way of an accelerated bookbuild (the
"Placing") to institutional investors, which will be launched immediately
following this announcement. Stifel Nicolaus Europe Limited ("Stifel") is
acting as Sole Bookrunner (the "Sole Bookrunner") in connection with the
Placing.

 

The final number of Placing Shares to be placed will be agreed by the Sole
Bookrunner and the Selling Shareholder at the close of the bookbuild process,
and the results of the Placing will be announced as soon as practicable
thereafter. The timings for the close of the bookbuild process are at the
absolute discretion of the Sole Bookrunner. The Placing is subject to demand,
price and market conditions. The Selling Shareholder has agreed to sell
pursuant to a block trade agreement in relation to the Placing. Completion of
the Placing is conditional on the block trade agreement not being terminated
prior to completion of the Placing.

 

The Selling Shareholder will be subject to a lock-up for 90 days in relation
to all other ordinary shares in the Company held by them and any person
controlled by or controlling or under common control with them after
completion of the Placing, subject to customary exceptions.

 

The Company will not receive any proceeds from the Placing.

 

Enquiries:

 

Stifel (Sole Bookrunner)

 

Ben Maddison

Erik Anderson

Francis North

Ben Good

 

Important Information:

 

This announcement is not for publication or distribution or release, directly
or indirectly, in or into the United States of America (including its
territories and possessions, any state of the United States and the District
of Columbia), Canada, Australia, South Africa, Japan or any other jurisdiction
where to do so would be unlawful. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
this document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction. No action has been taken that would permit an offering of
the Placing Shares or possession or distribution of this announcement in any
jurisdiction where action for that purpose is required.

 

This announcement does not constitute or form part of, and should not be
construed as, an offer for sale or subscription, or solicitation of any offer
to purchase or subscribe for securities in the United States, Canada,
Australia, South Africa, Japan or any other jurisdiction and the securities
referred to herein have not been registered under the securities laws of any
such jurisdiction. The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), or
under the securities laws of any State or any other jurisdiction of the United
States, and may not be offered or sold, directly or indirectly, in the United
States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of, the Securities Act and in compliance
with all applicable securities laws of any State or any other jurisdiction of
the United States. No public offering of securities is being made in the
United States or in any other jurisdiction.

 

In member states of the European Economic Area ("EEA"), this announcement and
any offer of Placing Shares if made subsequently is directed exclusively at
persons who are "qualified investors" within the meaning of Regulation (EU)
2017/1129. In the United Kingdom this announcement is only being distributed
to, and is only directed at, and any investment or investment activity to
which this announcement relates is available only to, and will be engaged in
only with, "qualified investors" within the meaning of Regulation (EU)
2017/1129 as it forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018 who are (i) investment professionals falling within
Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth
entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other
persons to whom an offer of the Placing Shares may otherwise be lawfully
communicated (all such persons together being referred to as "relevant
persons"). Persons who are not relevant persons should not take any action on
the basis of this announcement and should not act or rely on it.

 

No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision in connection with the Placing must
be made on the basis of all publicly available information relating to the
Company and its shares. Such information has not been independently verified
and the Selling Shareholder and the Sole Bookrunner are not responsible, and
expressly disclaim any liability, for such information. The information
contained in this announcement is for background purposes only and does not
purport to be full or complete. No reliance may be placed for any purpose on
the information contained in this announcement or its accuracy or
completeness.

 

In connection with the Placing, the Sole Bookrunner or any of its affiliates
may take up a portion of the Placing Shares as a principal position and in
that capacity may retain, purchase, sell or offer to sell for its own account
such Placing Shares and other securities of the Company or related investments
in connection with the Placing or otherwise. Accordingly, references to the
Placing Shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by the Sole Bookrunner and any
of its affiliates acting as investors for their own accounts. The Sole
Bookrunner does not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so.

 

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in the Company or its
shares.

 

This announcement does not constitute a recommendation concerning the Placing.
The price and value of securities and any income from them can go down as well
as up. Past performance is not a guide to future performance. Acquiring
Placing Shares to which this announcement relates may expose an investor to a
significant risk of losing all of the amount invested. Potential investors
should consult a professional advisor as to the suitability of the Placing for
the entity or person concerned. This announcement does not represent the
announcement of a definitive agreement to proceed with the Placing and,
accordingly, there can be no certainty that the Placing will proceed. The
Selling Shareholder reserves the right not to proceed with the Placing or to
vary the terms of the offering in any way.

 

Stifel Nicolaus Europe Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting for the Selling
Shareholder only in connection with the Placing and no one else, and will not
be responsible to anyone other than the Selling Shareholder for providing the
protections offered to clients nor for providing advice in relation to the
Placing Shares or the Placing, the contents of this announcement or any
transaction, arrangement or other matter referred to in this announcement.

 

Certain figures contained in this announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this announcement may not conform exactly with the total figure given.

 

This announcement includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms "intends",
"expects", "will", or "may", or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts and include
statements regarding intentions, beliefs or current expectations. No
assurances can be given that the forward-looking statements in this
announcement will be realised. As a result, no undue reliance should be placed
on these forward-looking statements as a prediction of actual events or
otherwise.

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