TIDMKLSO
RNS Number : 6179X
Kelso Group Holdings PLC
27 April 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. THIS ANNOUNCEMENT
AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART
OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO
SUBSCRIBE OR PURCHASE, ANY SECURITIES IN ANY JURISDICTION.
Kelso Group Holdings Plc ("Kelso" or the "Company")
Results of Placing
Further to the announcement published on 30 March 2023, Kelso,
the main market listed investment company, is pleased to announce
that it has successfully raised GBP3.0 million before expenses, at
a price of 2.5 pence per share (the "Placing" ). A total of 120
million new ordinary shares (the " Placing Shares ") have been
conditionally placed with new and existing investors.
Pursuant to the Placing, all of the directors of the Company
have participated in the Placing as follows:
Name Number of Placing Shares Number of Percentage
shares prior purchased shares following of share capital
to the Placing the Placing following
the Placing
John Goold 19,750,000 20,000,000 39,750,000 12.5%
---------------- --------------- ------------------ ------------------
Mark Kirkland 6,000,000 200,000 6,200,000 2.0%
---------------- --------------- ------------------ ------------------
Jamie Brooke 12,500,000 8,000,000 20,500,000 6.5%
---------------- --------------- ------------------ ------------------
Sir Nigel Knowles - 1,000,000 1,000,000 0.3%
---------------- --------------- ------------------ ------------------
David Charters - 200,000 200,000 0.1%
---------------- --------------- ------------------ ------------------
In aggregate, the Placing Shares represent approximately 60.8
per cent. of the existing issued share capital of the Company.
Kelso will use the proceeds from the Proposed Placing (after
expenses) to continue to execute its mandate to engage and unlock
trapped value in the UK stock market.
Following the Financial Conduct Authority (" FCA ")'s approval
of the required Prospectus and approval of certain resolutions at
the Company's Annual General Meeting (" AGM "), the Company will
make an application to admit the new ordinary shares to the
Official List of the FCA and to trading on the Main Market
(Standard List) of the LSE. It is expected that settlement for the
Placing Shares and Admission will take place at 8.00 a.m. on or
around 31 May 2023, and that dealings in the Placing Shares will
commence at that time. The Placing Shares, when issued, will be
fully paid and will rank pari passu in all respects with the
existing issued Ordinary Shares of the Company, including, without
limitation, the right to receive all dividends and other
distributions declared, made or paid in respect of the existing
issued Ordinary Shares after Admission. Following Admission, the
Company's issued ordinary share capital will comprise 317,525,000
ordinary shares.
The Placing remains conditional upon, among other things, an FCA
approved Prospectus, the Resolutions being passed at the Company's
AGM, the Placing Agreement not being terminated in accordance with
its terms and Admission becoming effective.
Capitalised terms used in this announcement (this " Announcement
") shall have the meanings ascribed to them in the announcement
dated 30 March 2023.
For further information please contact:
Kelso Group Holdings Plc +44 (0) 75 4033 3933
John Goold, Chief Executive Officer
Mark Kirkland, Chief Financial Officer
Jamie Brooke, Chief Investment Officer
Zeus (Broker) +44 (0) 20 3829 5000
Nick Cowles, Matt Hogg (Investment Banking)
Ben Robertson (Corporate Broking)
About Kelso
Kelso was established in 2022 to identify, engage and unlock
trapped value in the UK stock market. Kelso's strategy is to invest
in situations where there is an anomaly between the intrinsic value
and prospects of a company and its stock market valuation. Kelso
will look for situations where it believes the sum of the parts of
a business is greater than the current value. The Company completed
a fundraising of GBP3.0 million in January 2023. Kelso believes
that the current market conditions are such that there are
situations where UK listed companies' valuations are not
appropriately matched to their underlying intrinsic value. There
may be instances where Kelso itself could be used as a vehicle by
an undervalued company to spin off a subsidiary into its own
listing. Such a transaction would undoubtedly constitute a reverse
takeover for Kelso.
The information set out below is provided in accordance with the
requirements of Article 19(3) of the EU Market Abuse Regulation No
596/2014 (as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018).
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name John Goold
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Kelso Group Holdings plc
b) LEI 213800K4RRUZLUE5GC02
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
a) Description of the financial instrument, Ordinary Shares of GBP0.01
type of instrument each
Identification code ISIN: GB00BK1VJS23
b) Nature of the transaction Subscription shares purchased
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.025 20,000,000
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 26/04/2023
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Mark Kirkland
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Kelso Group Holdings plc
b) LEI 213800K4RRUZLUE5GC02
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
a) Description of the financial instrument, Ordinary Shares of GBP0.01
type of instrument each
Identification code ISIN: GB00BK1VJS23
b) Nature of the transaction Subscription shares purchased
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.025 200,000
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 26/04/2023
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Jamie Brooke
2 Reason for the notification
a) Position/status Chief Investment Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Kelso Group Holdings plc
b) LEI 213800K4RRUZLUE5GC02
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
a) Description of the financial instrument, Ordinary Shares of GBP0.01
type of instrument each
Identification code ISIN: GB00BK1VJS23
b) Nature of the transaction Subscription shares purchased
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.025 8,000,000
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 26/04/2023
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Sir Nigel Knowles
2 Reason for the notification
a) Position/status Non-Executive Chairman
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Kelso Group Holdings plc
b) LEI 213800K4RRUZLUE5GC02
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
a) Description of the financial instrument, Ordinary Shares of GBP0.01
type of instrument each
Identification code ISIN: GB00BK1VJS23
b) Nature of the transaction Subscription shares purchased
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.025 1,000,000
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 26/04/2023
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name David Charters
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Kelso Group Holdings plc
b) LEI 213800K4RRUZLUE5GC02
4 Details of the transaction(s): section to be repeated for
(i) each type of instrument; (ii) each type of transaction;
(iii) each date; and (iv) each place where transactions have
been conducted
a) Description of the financial instrument, Ordinary Shares of GBP0.01
type of instrument each
Identification code ISIN: GB00BK1VJS23
b) Nature of the transaction Subscription shares purchased
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.025 200,000
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 26/04/2023
f) Place of the transaction Outside a trading venue
IMPORTANT NOTICES
This Announcement and the information contained in it, is
restricted and is not for publication, release or distribution,
directly or indirectly, in whole or in part, in or into the United
States of America, its territories and possessions, any state of
the United States of America or the District of Columbia
(collectively, the " United States "), Australia, Canada, the
Republic of South Africa or Japan 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
has not been approved by the London Stock Exchange, nor is it
intended that it will be so approved.
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, Australia, Canada, the Republic of South Africa, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares is being made in any such
jurisdiction.
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.
END
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END
ROIPPUBPCUPWPGQ
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