24 December 2024
Kooth Plc
("Kooth", the
"Company" or the
"Group")
Share Buyback
Programme
Kooth (AIM: KOO), a global leader in
youth digital mental well-being, announces its intention to
undertake a share buyback programme of up to £1.5 million (the
"Share Buyback") in respect
of its ordinary shares of 5 pence each (the "Ordinary Shares").
The purpose of the Share Buyback is
to increase the number of shares held in treasury for use in
meeting future obligations arising from the Company's long-term
incentive plan and/or other share-based reward plans. The Board is
of the view that the shares significantly undervalue the Group and
therefore believe that utilising the Company's strong balance sheet
to minimise dilution arising from share options is in the best
interest of all shareholders.
Kooth has entered into a
non-discretionary agreement with Stifel Nicolaus Europe Limited
("Stifel") in relation to
the Share Buyback and for Stifel to carry out on-market purchases,
acting as riskless principal, of the Ordinary Shares and the
simultaneous on-sale of such Ordinary Shares by Stifel to Kooth.
Stifel will make trading decisions in relation to the Share Buyback
independently of Kooth in accordance with certain pre-set
parameters set out in the agreement with Stifel.
The Share Buyback will be effected
under the authority granted by shareholders at the Group's 2024
Annual General Meeting to purchase a maximum of 3,651,455 Ordinary
Shares.
The Share Buyback will be conducted
within the parameters prescribed by the Market Abuse Regulation
596/2014 and the Commission Delegated Regulation (EU) 2016/1052 (as
in force in the UK, from time to time, including, where relevant,
pursuant to the UK's European Union (Withdrawal) Act 2018 and the
Market Abuse (Amendment) (EU Exit) Regulations 2019). However, due
to the limited liquidity in the Ordinary Shares, in order to
proceed with the Share Buyback in an effective manner, the Group
may exceed 25% of the average daily trading volume, being the limit
laid down in Article 5(1) of UK MAR and, accordingly, the Company
may not benefit from the exemption contained in that
Article.
The maximum price paid per Ordinary
Share will be no more than the higher of (i) an amount equal to 105
per cent. of the average middle market quotations for an Ordinary
Share, as derived from the London Stock Exchange Daily Official
List, for the five business days immediately preceding the day on
which the Ordinary Share is purchased; and (ii) an amount equal to
the higher of the price of the last independent trade and the
highest current independent purchase bid for Ordinary Shares on the
trading venue where the purchase is carried out. The minimum price
that may be paid is £0.05 per Ordinary Share.
Any market purchases of Ordinary
Shares under the Share Buyback will be announced no later than 7:30
a.m. on the business day following the day on which the purchase
occurred.
This announcement contains inside information under the UK
Market Abuse Regulation. The person responsible for arranging for
the release of this announcement on behalf of the Company is Tim
Barker, CEO.
- Ends -
Enquiries:
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Kooth plc
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investorrelations@kooth.com
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Tim Barker, CEO
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Sanjay Jawa, CFO
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Stifel, Nominated Adviser and Broker
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+44 (0) 20 7710 7600
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Ben Maddison, Nick Harland, Erik
Anderson, Ben Good
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FTI
Consulting
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kooth@fticonsulting.com
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Ben Atwell, Alex Shaw
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About Kooth plc:
Kooth (AIM:KOO) is a global leader in youth
digital mental well-being. Our mission is to provide accessible and
safe spaces for everyone to achieve better mental
health. Our platform is clinically robust and accredited to provide
a range of therapeutic support and interventions. All our services
are predicated on easy access to make early intervention and
prevention a reality.
Kooth is a fully safeguarded and
pre-moderated community with a library of peer and professional
created content, alongside access to experienced online
counsellors. There are no thresholds for support and no waiting
lists.
Kooth is the longest standing
digital mental health provider to hold a UK-wide accreditation from
the British Association of Counselling and Psychotherapy (BACP) and
according to NHS England data for 2022/23 is now the largest single
access provider for mental health support for under 18s.
In 2021, Kooth began executing on
its international expansion strategy, with an initial focus on the
US market. This focus is due to the growing recognition of the
importance of improving youth mental health in this key global
healthcare market, with 1-in-6 people aged 6-17 experiencing a
mental health disorder each year.
For more information, please
visit www.koothplc.com.
