REG - KRM22 PLC - Posting of Accounts, Circular and Notice of GM

KRM22Announcement

04/07/2023 07:00

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RNS Number : 8303E  KRM22 PLC  04 July 2023

 

 

KRM22 plc

("KRM22", the "Group" and the "Company")

 

Posting of Annual Accounts, Circular and

Notice of General Meeting to approve share authority, the amendment of the
Convertible Facility Agreement, and approve Annual Accounts

 

KRM22 plc (AIM: KRM.L), the technology and software company focused on risk
management in capital markets, announces that the Company's Annual Report and
Accounts for the year ended 31 December 2022 have today been posted to
shareholders. The Company is also today posting a circular (the "Circular") to
shareholders in connection with the granting of authority to allot shares,
dis-apply pre-emption rights and approve the Annual Accounts, including a
notice of a general meeting to be held at 11.00 a.m. on 27 July 2023 for the
purpose of approving the resolutions as set out in the notice of GM.

 

Accounts

 

As explained in a letter to shareholders on 7 June 2023, at the Annual General
Meeting of the Company held on 30 June 2023, no resolutions were proposed in
relation to the Company's Annual Report and Accounts for the appointment or
remuneration of the Company's auditors. The general meeting is therefore being
convened to enable voting on formal resolutions to approve the Annual Report
and Accounts of the Company for the year ended 31 December 2022 and in
relation to the Company's auditors.

 

Convertible Facility Agreement

 

On 19 June 2023 the Company announced that it had entered into a £5 million
facility agreement (the "Facility Agreement") arranged by Trading Technologies
International, Inc. ("TT"), the Company's largest shareholder.

 

The maximum number of shares (3,566,630) that can be issued to TT derives from
the Company's pre-existing authorisation to allot shares and disapplication of
pre-emption rights approved by shareholders at the 2022 AGM. The ability to
convert part of the outstanding amount under the Facility Agreement into this
number of shares came into being on execution of the Facility Agreement and is
not subject to any future shareholder approval.

 

Pursuant to the Facility Agreement, the Company agreed that it will as soon as
practicable convene a general meeting to approve the allotment of new ordinary
shares sufficient to convert the full amount of the Facility Agreement at a
conversion price as set out in the agreement. If the full amount of £5
million was drawn down under the Facility Agreement and converted at a
conversion price of £0.46 that would result in the issue of 10,869,565 new
ordinary shares to TT.

 

Side Letter and amendment of certain terms of the Facility Agreement

 

Pursuant to shareholder consultation the Company has entered into a side
letter with TT (the "Side Letter") conditionally amending the terms of the
Facility Agreement such that, provided the Company's shareholders vote to
authorise the allotment of shares in accordance with the Facility Agreement on
or before 27 July 2023, the conversion price will now be capped at £0.46,
which would mean that the maximum number of shares that could be issued in
connection with the Facility Agreement would be 10,869,565. The Side Letter
thereby removes any ability of TT to convert the facility at share prices
below 46p, provided the requisite share authority is approved by shareholders
as described above.

 

Under the Side Letter, if the Company's shareholders have not authorised the
allotment of shares in accordance with the Facility Agreement on or before 27
July 2023, then the term of the conversion shall remain as previously
announced on 19 June 2023.

 

Pursuant to Rule 9 of the Takeover Code, TT cannot acquire 30 per cent. or
more of the voting rights in the Company without being required to make a
mandatory cash offer for all the shares in the Company not already held by it.
No waiver from Rule 9 is being sought in connection with the conversion right
under the Facility Agreement.

 

Pursuant to its obligations under the Facility Agreement as amended by the
Side Letter, the Company is writing to shareholders to convene the general
meeting and seek authority to allot shares in accordance with the Facility
Agreement.

 

Related Party Transaction

 

TT is considered a "related party" as defined under the AIM Rules as a result
of its substantial shareholding of 25.0 per cent. in the Company. The entering
into of the Side Letter between the Company and TT constitutes a related party
transaction for the purposes of Rule 13 of the AIM Rules.

 

The Independent Directors, being Stephen Casner, Kim Suter, Garry Jones, Sandy
Broderick and Steve Sparke, consider, having consulted with the Company's
nominated adviser, finnCap, for the purposes of the AIM Rules, that the terms
of the Side Letter and the amendment to the Facility Agreement are fair and
reasonable insofar as the Company's shareholders are concerned.

 

General Meeting

 

The general meeting will be held at the offices of finnCap, One Bartholomew
Close, London, EC1A 7BL on Thursday, 27 July 2023 at 11.00 a.m.

 

The Circular and notice of general meeting will shortly be made available on
the Company's website, https://www.krm22.com/investor-relations/documents
(https://www.krm22.com/investor-relations/documents) .

 

Recommendation

 

The Directors consider the resolutions which are set out in the notice and
which are to be proposed at the forthcoming general meeting, to be in the best
interests of the Company and of shareholders as a whole and unanimously
recommend shareholders to vote in favour of all such resolutions, as each of
the Directors intends to do in respect of their own beneficial holding. The
Directors have a beneficial interest in 3,764,958 ordinary shares in the
capital of the Company representing approximately 10.56 per cent. of the
Company's issued share capital.

 

 

 

 

For further information please contact:

 

KRM22 plc
 
         InvestorRelations@krm22.com

Keith Todd CBE, Executive Chairman

Stephen Casner, CEO

Kim Suter, CFO

 

 

finnCap Ltd (Nominated Adviser and Broker)
                                 +44 (0)20 7220 0500

Carl Holmes / George Dollemore

Alice Lane / Sunila de Silva (ECM)

 

 

About KRM22 plc

KRM22 is a closed-ended investment company which listed on AIM on 30 April
2018.  The Company has been established with the objective of creating value
for its investors through the investment in, and subsequent growth and
development of, target companies in the technology and software sector, with a
focus on risk management in capital markets.

 

Through its investments and the Global Risk Platform, KRM22 helps capital
market companies reduce the cost and complexity of risk management.  The
Global Risk Platform provides applications to help address firms' trading and
corporate risk challenges and to manage their entire enterprise risk profile.

 

Capital markets companies' partner with KRM22 to optimise risk management
systems and processes, improving profitability and expanding opportunities to
increase portfolio returns by leveraging risk as alpha.

 

KRM22 plc is listed on AIM and the Group is headquartered in London, with
offices in several of the world's major financial centres.

 

See more about KRM22 at KRM22.com (https://www.krm22.com/) .

 

 

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