TIDMKOOV
RNS Number : 3736P
Koovs PLC
16 November 2016
16 November 2016
Update re Broker Option
Following the Company's announcement this morning, Koovs is
pleased to announce that, due to over demand, the Broker Option
will now close early. Books on the Broker Option will now close at
11am on 17 November 2016. The maximum number of 4,000,000 Ordinary
Shares is expected to be issued at the Issue Price, generating
gross proceeds to the Company of GBP2 million.
Application has been made for the Broker Option Shares to be
admitted to trading on AIM. Admission and dealings in the Broker
Option Shares is expected to take place at 8.00 a.m. on 23 November
2016.
Capitalised terms used in this announcement and not otherwise
defined shall have the meaning given to them in the previous
announcement made today by the Company.
For further information,
please contact:
Koovs plc Tel: +44 (0)20 7151
Mary Turner / Rob 0170
Pursell
Peel Hunt LLP
Dan Webster Tel: +44 (0) 20 7418
George Sellar 8900
Adrian Trimmings
Jock Maxwell Macdonald
(ECM)
Brunswick Group LLP
Nick Claydon / Alison Tel: +44 (0) 20 7404
Kay 5959
Important Notice
The distribution of this announcement and any other
documentation associated with the Fund 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 Placing Shares, the Subscription Shares, the Broker Option
Shares (if any) and any new Ordinary Shares that may be issued in
connection with the Further Investments (together 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.
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. In particular, this announcement 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.
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.
Placing and Broker Option
Participation in the Placing, the Broker Option and the Further
Investments (if any) will be for invited subscribers only and
members of the public are not eligible to take part in the Placing,
the Broker Option or the Further Investments (if any). The details
of the Placing, the Broker Option and the Further Investments
contained 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.
THE PLACING, THE BROKER OPTION AND THE FURTHER INVESTMENTS (IF
ANY) ARE 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
AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC AS AMED
(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 PLACING, THE BROKER OPTION AND THE
FURTHER INVESTMENTS (IF ANY) MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THE PLACING, AND/OR BROKER OPTION AND/OR THE
FURTHER INVESTMENTS (IF ANY) RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. NEITHER
THE PLACING, THE BROKER OPTION NOR THE FURTHER INVESTMENTS (IF ANY)
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY.
THE PLACING, THE BROKER OPTION AND THE FURTHER INVESTMENTS (IF
ANY) WILL BE FOR INVITED RELEVANT PERSONS ONLY WHO WILL BE INVITED
TO, AND WHO CHOOSE TO, PARTICIPATE IN THE PLACING AND/OR THE BROKER
OPTION AND/OR THE FURTHER INVESTMENTS (IF ANY) 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 Fund Raising and
will not regard any other person (whether or not a recipient of
this announcement) as a client in relation to the Fund 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 Fund 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 Fund 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
MSCAKADBPBDDPDD
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November 16, 2016 10:33 ET (15:33 GMT)
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