TIDMKIN
RNS Number : 0693F
Kin Group PLC
15 May 2017
Kin Group Plc / Epic: KIN.L / Index: AIM
RNS ANNOUNCEMENT: The information communicated in this
announcement contains inside information for the purposes of
Article 7 of Regulation 596/2014.
15 May 2017
KIN GROUP PLC ('KIN' OR 'THE COMPANY')
Convertible Loan Note Facility
Kin Group Plc (AIM: FITB), the AIM quoted digital wellness
provider for corporate organisations trading as Kin Wellness, is
pleased to announce that it has secured up to GBP1.125 million
(before expenses) of additional funding.
The Company has agreed to issue convertible unsecured loan notes
with a term of three years ("Notes"), to raise up to GBP1.125
million (before expenses), to Belastock Capital L.P., an overseas
based institutional investor ("Investor"). The Notes have an
aggregate nominal value of up to GBP1.25 million and will be issued
at a 10% discount to nominal value in up to four tranches. If the
Notes are converted into new ordinary shares in the Company
("Conversion Shares"), the Company will also issue the Investor
with one warrant ("Warrant") for each Conversion Share, details of
which are set out below.
The issue of the Notes is subject to the terms and conditions as
summarised below. The first tranche of GBP350,000 in nominal value
of Notes to raise GBP315,000 (before expenses) is expected to be
issued today. The net proceeds of the first tranche are expected to
be GBP297,500.
Terms and conditions of the Notes
The Company has entered into agreements relating to the issue of
four tranches of Notes and associated Warrants. The Notes will be
issued at a 10% discount to their nominal value. The first tranche
of Notes has a nominal amount of GBP350,000 and a subscription
price of GBP315,000 ("Tranche 1 Notes") and the second, third and
fourth tranches each have a nominal amount of GBP300,000 and a
subscription price of GBP270,000 ("Tranche 2 Notes", "Tranche 3
Notes" and "Tranche 4 Notes"). The conditions for the Tranche 1
Notes are satisfied except in respect of the issue of the relevant
certificate, which is expected to take place today.
The net proceeds of the Tranche 1 Notes are expected to be
approximately GBP297,500 and the proceeds (net of expenses) of each
of the Tranche 2 Notes, the Tranche 3 Notes and the Tranche 4 Notes
are expected to be approximately GBP255,000.
Each of the Tranche 2 Notes, Tranche 3 Notes and Tranche 4 Notes
are expected to be issued 60 days following the issue of the
previous tranche of Notes but may be issued earlier by agreement
with the Investor.
The issue of each of the Tranche 2 Notes, Tranche 3 Notes and
Tranche 4 Notes is conditional upon, among other things: (i)
certain warranties given by the Company remaining true and accurate
as at the relevant issue date; (ii) no event of default having
occurred on or before the relevant issue date (including there
being no material adverse change in the financial position or
prospects of the Company and its subsidiaries taken as a whole);
(iii) the closing bid price of the Company's ordinary shares (as
reported by Bloomberg) not being below GBP0.001 (0.1 pence) for any
five (5) consecutive trading days on or prior to the relevant issue
date; and (iv) the Company having sufficient authority for the
Directors to issue the Notes and the Warrants and all statutory
pre-emption rights in connection therewith having been
dis-applied.
The nominal value of each tranche of Notes issued is convertible
into Conversion Shares in integral multiples of GBP25,000 at any
time prior to the third anniversary of the relevant Note at a
conversion price equal to the lesser of (i) 125 per cent. of
closing mid-price on 12 May 2017 and (ii) the lowest closing bid
price for the Company's ordinary shares for the three (3)
consecutive trading days ending prior to service of the relevant
conversion notice.
Notes may be redeemed (a) on the occurrence of a change of
control, at a price equal to 110 per cent. of their nominal value
or (b) on the occurrence of an event of default at a price equal to
120 per cent. of their nominal value.
The Company is entitled to redeem the Notes on ten trading days
notice at a price of 105 per cent. of their nominal value provided
the holder of such Notes may elect, within two trading days
following receipt of such notice, to convert some or all of such
Notes into shares.
Any outstanding Notes are repayable at 100% of nominal value
three years following the issue of the relevant tranche.
The Company has undertaken, for so long as the Notes remain
outstanding, amongst other things, that the Group shall not create
any new encumbrance on its assets or revenues without the prior
consent of the Investor, or dispose of any assets on terms
resulting in such assets being leased to it or re-acquired
primarily as a method of raising indebtedness, or enter into any
equity linked financing facilities except with the Investor's
consent or where the proceeds received from such equity linked
financing facilities are applied to satisfy the Company's payment
obligations under the Notes.
Warrant Issue
The terms of the Note provides for one Warrant to be issued for
each Conversion Share issued on each conversion (in whole or in
part) of the Notes.
Each Warrant may be exercised within three years from the date
of issue at the lesser of (a) 90% of the lowest closing bid price
for the Company's ordinary shares for the three consecutive trading
days ending prior to service of the relevant exercise notice and
(b) 125% of the price at which the relevant Notes were converted
into Conversion Shares resulting in such Warrant becoming
exercisable.
The exercise price of the Warrants and the number of Shares
arising on exercise of such Warrants may be adjusted to neutralise
the impact of future capital changes.
Use of proceeds of the Notes
The proceeds of this fundraising will be used by the Company for
general working capital purposes.
**ENDS**
For further information visit www.kinwellness.com
Contact:
Anna Gudmundson
/ Donald Stewart Kin Group Plc 020 7449 4949
SPARK Advisory
Mark Brady / Neil Partners Limited
Baldwin (Nominated Advisor) 020 3368 3551
Hybridan LLP,
Claire Louise Noyce Broker 020 3764 2341
T/F/D, Public
Stephanie Forrest Relations 07917 695755
Notes
About Kin Wellness
Kin Wellness provides digital wellness solutions that empower
employers to create a positive culture of health within their
organisation. By helping employees to embrace a healthier way of
living, Kin Wellness can help maximise performance, reduce
absenteeism, decrease the risk of chronic illness, and lower
healthcare costs.
The Company's technological edge allows it to address holistic
wellness by engaging both individuals and teams through
intelligent, personalised interaction and gamification. This is an
opportunity to make incremental behavioural changes that will last
a lifetime. The progress of individuals translates to actionable
data, meaningful reporting and insights that allow the organisation
to monitor the impact of the programme and to refine it in order to
achieve success.
Shares are admitted to trading on the London Stock Exchange AIM
market under ticker KIN.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IODSFDFULFWSELI
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