REG - Kropz PLC - Result of REX Retail Offer, Update on Subscription

KropzAnnouncement

10/09/2024 07:00

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RNS Number : 5040D  Kropz PLC  10 September 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHIN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA,
JAPAN OR  THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE, OR TO
ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF
ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END
OF THIS ANNOUNCEMENT.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE REX RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE
TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF KROPZ
PLC).  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH
SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR
ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF
KROPZ PLC

 

 

 

 

10 September 2024

 

Kropz plc

 

("Kropz" or the "Company")

 

Results of REX Retail Offer and Update on Subscription

 

Kropz plc (AIM: KRPZ) today announces the result of its offer to its existing
retail investors via REX (the "REX Retail Offer") and the results of its
conditional subscription with the ARC Fund ("ARC") (the "Subscription").

 

Retail investors have conditionally subscribed in the REX Retail Offer for a
total of 243,118 ordinary shares of 0.1 pence each in the capital of the
Company ("Ordinary Shares") (the "REX Retail Offer Shares"). Consequently, ARC
will subscribe for the remaining 643,629,900 ordinary shares under the
Subscription in accordance with the underwriting arrangements.

 

The issue of the total of 643,873,018 new ordinary shares (the "New Ordinary
Shares") is conditional upon the Fundraising Resolutions being duly passed at
the General Meeting, Exchange Control Approval and Admission becoming
effective at 8:00 a.m. on 27 September 2024 (or such later time and/or date as
the Company and the subscriber(s) may agree, but in any event by no later than
8.00 a.m. on 30 November 2024).

 

The Fundraising in aggregate comprised 643,873,018 New Ordinary Shares raising
total gross proceeds of approximately £8.9 million for the Company.

 

Admission and Total Voting Rights

 

Application will be made to London Stock Exchange plc for the New Ordinary
Shares to be admitted to trading on AIM ("Admission"). Subject to the passing
of the Resolutions at a general meeting of the Company, proposed to be held at
12.30 p.m. on 20 September 2024, and receipt of Exchange Control Approval,
Admission of the New Ordinary Shares is expected to take place at 8.00 a.m. on
27 September 2024.

 

Immediately following Admission, the Company's issued share capital will be
1,567,591,241 Ordinary Shares, with each share carrying the right to one vote.
The Company does not hold any Ordinary Shares in treasury. The total voting
rights figure immediately following Admission, of 1,567,591,241 may be used by
shareholders (and others with notification obligations) as the denominator for
the calculations by which they will determine whether they are required to
notify their interest in, or a change to their interest in, the Company under
the Disclosure Guidance and Transparency Rules.

 

Concert Parties and Impact on Shareholdings

 

Following Admission and issue of the Convertible Loan Note, the updated
interest of ARC and Kropz International will be:

 

Maximum Interests in Ordinary Shares

                                    Ordinary Shares          Maximum no. of further shares to be issued pursuant to the Existing Equity  Maximum no. of further shares to be issued pursuant to the Convertible Loan  Maximum shareholdings following Existing Equity Facilities, the Fundraising

                                                           Facilities ((1)())                                                          Note ((2))                                                                   and Convertible Loan Note

                                    No.            %         No.                                                                         No.                                                                          No.                                     %
 ARC ((1))                          1,411,969,230  90.1      902,093,959                                                                 2,403,549,091                                                                4,717,612,280                           96.8
 Kropz International  ((2)(3)(4))   54,933,474     3.5       0                                                                           0                                                                            54,933,474                              1.1
 Concert Party                      1,466,902,704  93.6      902,093,959                                                                 2,403,549,091                                                                4,772,545,754                           97.9

(1)  Assumes for illustrative purposes that the fully drawn Existing Equity
Facilities are converted into equity.

·    ZAR 200 Million Equity Facility - 219,272,938 ordinary shares ((6))

·    ZAR 177 Million Equity Facility - 96,378,566 ordinary shares ((6))

·    ZAR 550 Million Equity Facility - 586,442,455 ordinary shares ((6))

(2)  Assumes for illustrative purposes that the Convertible Loan Note is
converted into equity:

(3)   £35.1 million Convertible Loan Note - 2,403,549,091 ordinary shares

(4)  ARC and Kropz International are deemed to be acting in concert as
defined in the Code.

(5)  Kropz International and ARC have entered into an arrangement pursuant to
which Kropz International has granted to ARC a call option over 25,793,909 of
its Ordinary Shares. The call option over Kropz International's Ordinary
Shares can be exercised by ARC if the value of ARC's shareholding on the third
anniversary of Admission is 20 per cent. lower than its value on IPO on 30
November 2018. The call option has an alternative settlement of cash or
assets, if the transfer of the Ordinary Shares would require the transferee to
make a Rule 9 offer for the Company pursuant to the City Code.

(6)  Mike Nunn, a director of Kropz, holds his beneficial interest in Kropz
through Kropz International.

(7)  Exchange rates used are fixed at:

·    ZAR 200 Million Equity Facility - GBP 1 = ZAR 20.24

·    ZAR 177 Million Equity Facility - GBP 1 = ZAR 19.84

·    ZAR 550 Million Equity Facility - GBP 1 = ZAR  20.48

 

This announcement should be read in conjunction with the Important Notices
below.

 

Enquiries:

 Kropz Plc                           Via Tavistock
 Louis Loubser (CEO)                 +44 (0) 207 920 3150

 REX                                 Info@rexretail.com

 Grant Thornton UK LLP               Nominated Adviser
 Samantha Harrison                   +44 (0) 20 7383 5100

 Harrison Clarke

 Ciara Donnelly

 Hannam & Partners                   Broker
 Andrew Chubb                        +44 (0) 20 7907 8500

 Ernest Bell

 Tavistock                           Financial PR & IR (UK)
 Nick Elwes                          +44 (0) 207 920 3150

 Jos Simson                          kropz@tavistock.co.uk

 R&A Strategic Communications        PR (South Africa)
 Charmane Russell                    +27 (0) 11 880 3924

 Marion Brower                       charmane@rasc.co.za 

                                     marion@rasc.co.za

 

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

This Announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

IMPORTANT NOTICES

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA
(THE "UNITED STATES" OR "US")), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA,  OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United
States, Canada, Australia, Japan or South Africa or any other
jurisdiction in which the same would be unlawful. No public offering of the
securities is being made in any such jurisdiction.

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required to be published (in
accordance with Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus
Regulation") or the EU Prospectus Regulation as it is assimilated
into UK domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"), as amended (the "UK Prospectus Regulation")). Persons needing
advice should consult a qualified independent legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or tax advice.

The securities referred to herein have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any State or other
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in or into 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 the
securities laws of any State or any other jurisdiction of the United States.
Accordingly, the Subscription Shares will be offered and sold outside of the
United States only in "offshore transactions" (as such term is defined in
Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation
S and otherwise in accordance with applicable laws pursuant to an exemption
from, or in a transaction not subject to, registration under the Securities
Act. No public offering of the New Ordinary Shares has or will be made in the
United States or elsewhere, other than the REX Retail Offer Shares under
the REX Retail Offer which was made in the United Kingdom only.

The Fundraising has not been approved or disapproved by the United States
Securities and Exchange Commission, any state securities commission in the
United States or any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Fundraising, or the
accuracy or adequacy of this Announcement. Any representation to the contrary
is a criminal offence in the United States.

This Announcement has not been approved by the London Stock Exchange.

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in South Africa in relation to
the New Ordinary Shares and the New Ordinary Shares have not been, nor will
they be, registered under or offered in compliance with the securities laws of
any state, province or territory of Australia, Canada, Japan or South
Africa. Accordingly, the New Ordinary Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or
into Australia, Canada, Japan or South Africa or any other jurisdiction
in which such activities would be unlawful.

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the financial condition, results of operations and
businesses and plans of the Group. Words such as "believes", "anticipates",
"estimates", "expects", "intends", "plans", "aims", "potential", "will",
"would", "could", "considered", "likely", "estimate" and variations of these
words and similar future or conditional expressions, are intended to identify
forward-looking statements and forecasts but are not the exclusive means of
identifying such statements. These statements and forecasts involve risk and
uncertainty because they relate to events and depend upon future circumstances
that have not occurred. There are a number of factors that could cause actual
results or developments to differ materially from those expressed or implied
by these forward-looking statements and forecasts. As a result, the Group's
actual financial condition, results of operations and business and plans may
differ materially from the plans, goals and expectations expressed or implied
by these forward-looking statements and forecasts. No representation or
warranty is made as to the achievement or reasonableness of, and no reliance
should be placed on, such forward-looking statements and forecasts. The
forward-looking statements and (if any) forecasts contained in this
announcement speak only as of the date of this announcement. The Company, its
directors, Peel Hunt or their respective affiliates and any person acting on
its or their behalf each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements and forecasts,
whether as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation or the London Stock
Exchange.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Fundraising. Any indication
in this Announcement of the price at which Shares have been bought or sold in
the past cannot be relied upon as a guide to future performance. The price of
shares and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the New
Ordinary Shares. The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult their or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or tax advice.

No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.

All offers of the New Ordinary Shares have been made pursuant to one or more
exemptions under the UK Prospectus Regulation from the requirement to
produce a prospectus. This Announcement is being distributed and communicated
to persons in the UK only in circumstances to which section 21(1) of the
FSMA does not require approval of the communication by an authorised person.

The New Ordinary Shares to be issued or sold pursuant to the Fundraising will
not be admitted to trading on any stock exchange other than the AIM market of
the London Stock Exchange.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

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.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

 

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