TIDMKOOV
RNS Number : 0002V
Koovs PLC
13 April 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
For immediate release
13 April 2016
Koovs plc
Koovs progresses fundraising plans with firm indications of
interest to date at approximately GBP20 million
and
Notice of General Meeting
Introduction
Koovs plc ("Koovs", the "Company" and, together with its
subsidiary undertaking, the "Group") (AIM: KOOV.L) today announces
that it proposes to raise gross proceeds of approximately GBP20
million and to have the ability to raise further funds of up to
GBP10 million through the issue of up to a total of 120,000,000 new
ordinary shares of one penny each ("Ordinary Shares") at 25 pence
per Ordinary Share (the "Issue Price") (the "Capital Raising" and
the "New Ordinary Shares"). The Company has currently received firm
indications of interest representing approximately GBP20
million.
The net proceeds of the Capital Raising will be used by Koovs to
fund its strategic plan and will primarily be invested in
marketing, working capital, and to normalise the Group structure by
increasing the Company's holding in Koovs Marketing Consulting
Private Limited ("Koovs India") by way of an acquisition of shares
in Koovs India from Infotel E-Commerce Private Limited
("Infotel").
It is intended that an initial tranche of the Capital Raising
will be admitted to trading on AIM shortly following the General
Meeting, followed potentially by further tranches prior to 30 June
2016.
The maximum number of New Ordinary Shares to be issued by the
Company pursuant to the Capital Raising represents approximately
267.4 per cent. of the existing issued share capital of the Company
and the Issue Price represents a discount of approximately 7.4 per
cent. to the closing mid-market price of 27 pence per Ordinary
Share on 12 April 2016, being the last trading day immediately
preceding the publication of this announcement.
Mary Turner, Chief Executive Officer of Koovs commented:
"Today's announcement follows an excellent trading update at
which we delivered year on year sales growth of 189%. Koovs appeals
to young, aspirational, urbanites in India - whose appetite for
online fashion is booming and is expected to rise from GBP300
million in 2015 to GBP1.5 billion by 2020. This fundraising is a
part of our planned growth, and will allow us to continue to build
our brand, develop our customer offer, and deliver our strategy to
become India's number one western fashion destination by 2020."
Details of the Capital Raising
The Capital Raising is expected to comprise subscriptions by
certain directors of the Company who intend to participate in the
Capital Raising and certain other investors (the "Subscriptions")
and placings with existing and new institutional investors (the
"Placings"), in each case at the Issue Price. The Capital Raising
is conditional upon, among other things, firm commitments being
received and legally binding agreements being entered into in
respect of the Subscriptions and the Placings. There is no
certainty that any such agreements will be entered into or any New
Ordinary Shares will be issued pursuant to the Capital Raising and
confirmation of any agreements entered into relating to
subscriptions for New Ordinary Shares shall be made by the Company
in due course.
Participation in the Capital Raising will be for invited
subscribers only and members of the public are not eligible to take
part in the Capital Raising. The details of the Capital Raising in
this Announcement are for information purposes only and do not
constitute an offer to sell or issue, or the solicitation of an
offer to buy or subscribe for New Ordinary Shares. No public offer
of securities of the Company is being made in the United Kingdom,
the United States or elsewhere.
Peel Hunt LLP ("Peel Hunt") is acting as nominated adviser,
broker and sole bookrunner to the Company in connection with the
Placings.
The New Ordinary Shares (if issued in full) will represent
approximately 267.4 per cent. of the existing issued share capital
of the Company and the Issue Price represents a discount of
approximately 7.4 per cent. to the closing mid-market price of 27
pence per existing Ordinary Share on 12 April 2016, being the last
trading day immediately preceding the publication of this
announcement.
The New Ordinary Shares, when issued, will be fully paid and
will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
The Capital Raising is conditional upon, among other things,
firm commitments being received and legally binding agreements
being entered into in respect of the Placings and the
Subscriptions, certain resolutions (the "Resolutions") to give the
Directors authority to allot the New Ordinary Shares being duly
passed by shareholders at a general meeting of the Company (the
"General Meeting") to be held at the offices of Peel Hunt, Moor
House, 120 London Wall, London EC2Y 5ET at 11.00 a.m. on 29 April
2016, upon Admission becoming effective and a placing agreement to
be entered into between the Company and Peel Hunt not having been
terminated in accordance with its terms.
The Board intend to make an application for a tranche of the New
Ordinary Shares to be admitted to trading on AIM ("Initial
Admission") shortly following the General Meeting.
Further applications will be made after the Initial Admission
for additional tranches of New Ordinary Shares to be admitted to
trading on AIM, on one or more occasions at any time prior to 30
June 2016.
A circular containing, amongst other things, the notice
convening the General Meeting is expected to be published by the
Company later today and will be available on the Company's website
www.koovs.com/corporate.
Recommendation and importance of the vote
The Directors consider the Capital Raising to be in the best
interests of the Company and shareholders as a whole. Accordingly,
the Directors unanimously intend to recommend shareholders to vote
in favour of the Resolutions to be proposed at the General Meeting
as they intend to do so in respect of their (and their connected
persons') beneficial holdings amounting, in aggregate, to
27,100,136 Ordinary Shares, representing approximately 60.4 per
cent. of the existing issued ordinary share capital of the
Company.
Whilst the Directors believe that alternative sources of funding
are potentially available to the Group, they are of the view that
the terms associated with such funding would be significantly more
onerous than those of the Capital Raising. It is therefore of the
utmost importance that shareholders vote in favour of the
Resolutions. If the Resolutions are not passed by the shareholders
at the General Meeting and the Capital Raising does not proceed,
the Company will need to seek alternative sources of funding but
given the current stage of the Company's development this outcome
is unlikely to be favourable to Shareholders.
For further information,
please contact:
Koovs plc Tel: +44 (0)20 7151
Mary Turner / Roy Naismith 0170
Peel Hunt LLP
Dan Webster Tel: +44 (0) 20 7418
George Sellar 8900
Jock Maxwell Macdonald
(ECM)
Brunswick Group LLP
Nick Claydon / Quintilla Tel: +44 (0) 20 7404
Wikeley 5959
Important Notice
The distribution of this announcement and any other
documentation associated with the Capital Raising into
jurisdictions other than the United Kingdom may be restricted by
law. Persons into whose possession these documents come should
inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws or regulations of any such
jurisdiction. In particular, such documents should not be
distributed, forwarded to or transmitted, directly or indirectly,
in whole or in part, in, into or from the United States, Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction where to do so may constitute a violation of the
securities laws or regulations of any such jurisdiction (each a
"Restricted Jurisdiction").
The New Ordinary Shares have not been and will not be registered
under the US Securities Act 1933 (as amended) (the "US Securities
Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and, accordingly, may not
be offered, sold, resold, taken up, transferred, delivered or
distributed, directly or indirectly, within the United States
except in reliance on an exemption from the registration
requirements of the US Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States.
There will be no public offer of the New Ordinary Shares in the
United States. The New Ordinary Shares are being offered and sold
outside the US in reliance on Regulation S under the US Securities
Act. The New Ordinary Shares have not been approved or disapproved
by the US Securities and Exchange Commission, any state securities
commission in the US or any other US regulatory authority, nor have
any of the foregoing authorities passed upon or endorsed the merits
of the offering of the New Ordinary Shares or the accuracy or
adequacy of this announcement. Any representation to the contrary
is a criminal offence in the US.
(MORE TO FOLLOW) Dow Jones Newswires
April 13, 2016 02:00 ET (06:00 GMT)
The New Ordinary Shares have not been and will not be registered
under the relevant laws of any state, province or territory of any
Restricted Jurisdiction and may not be offered, sold, resold, taken
up, transferred, delivered or distributed, directly or indirectly,
within any Restricted Jurisdiction except pursuant to an applicable
exemption from registration requirements. There will be no public
offer of New Ordinary Shares in Australia, Canada, Japan, or the
Republic of South Africa.
This announcement is for information purposes only and 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 any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire any of the
New Ordinary Shares.
This announcement has been issued by, and is the sole
responsibility of, the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company or Peel Hunt. Subject to the AIM Rules
for Companies, the issue of this announcement shall not, in any
circumstances, create any implication that there has been no change
in the affairs of the Company since the date of this announcement
or that the information contained in it is correct at any
subsequent date.
Capital Raising
Participation in the Capital Raising will be for invited
subscribers only and members of the public are not eligible to take
part in the Capital Raising. The details of the Capital Raising
contained in this document are for information purposes only and do
not constitute an offer to sell or issue, or the solicitation of an
offer to buy or subscribe for New Ordinary Shares. No public offer
of securities of the Company is being made in the United Kingdom,
the United States or elsewhere.
THE CAPITAL RAISING IS ONLY DIRECTED AT (A) PERSONS IN MEMBER
STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS
DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000, AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING
WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC AS
AMENDED (INCLUDING ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN
ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE
UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING
WITHIN ARTICLE 19(5) ('INVESTMENT PROFESSIONALS') OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D)
('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF
THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS").
THE INFORMATION ON THE CAPITAL RAISING MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THE CAPITAL RAISING RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THE CAPITAL RAISING DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.
THE CAPITAL RAISING WILL BE FOR INVITED RELEVANT PERSONS ONLY
WHO WILL BE INVITED TO, AND WHO CHOOSE TO, PARTICIPATE IN THE
CAPITAL RAISING AND BY WHOM OR ON WHOSE BEHALF A COMMITMENT TO
SUBSCRIBE FOR NEW ORDINARY SHARES IS GIVEN.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting for the
Company and no one else in connection with the Capital Raising and
will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Capital Raising
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Capital Raising or any matters referred
to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Peel Hunt by the Financial Services and Markets
Act 2000 or the regulatory regime established thereunder, Peel Hunt
does not accept any responsibility whatsoever for the contents of
this announcement, and makes no representation or warranty, express
or implied, for the contents of this announcement, including its
accuracy, completeness or verification, or for any other statement
made or purported to be made by it, or on its behalf, in connection
with the Company or the New Ordinary Shares or the Capital Raising,
and nothing in this announcement is or shall be relied upon as, a
promise or representation in this respect whether as to the past or
future. Peel Hunt accordingly disclaims to the fullest extent
permitted by law all and any liability whether arising in tort,
contract or otherwise (save as referred to above) which it might
otherwise have in respect of this announcement or any such
statement.
No statement in this announcement is intended to be a profit
forecast or estimate and no statement in this announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements
regarding the Directors' current intentions, beliefs or
expectations concerning, among other things, the Company's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or
implied by the forward-looking statements. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements in this announcement are based on
certain factors and assumptions, including the Directors' current
view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. Whilst the Directors
consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as
required by law or by the AIM Rules for Companies, the Company
undertakes no obligation to release publicly the results of any
revisions to any forward-looking statements in this announcement
that may occur due to any change in the Directors' expectations or
to reflect events or circumstances after the date of this
announcement.
This announcement should not be considered a recommendation by
the Company, Peel Hunt or any of their respective directors,
officers, employees, advisers or any of their respective
affiliates, parent undertakings, subsidiary undertakings or
subsidiaries of their parent undertakings in relation to any
purchase of or subscription for the New Ordinary Shares. Price and
volumes of, and income from, securities may go down as well as up
and an investor may not get back the amount invested. It should be
noted that past performance is no guide to future performance.
Persons needing advice should consult an independent financial
adviser.
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
April 13, 2016 02:00 ET (06:00 GMT)
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