TIDMKBT
RNS Number : 8816T
K3 Business Technology Group PLC
30 March 2021
AIM: KBT
30 March 2021
K3 Business Technology Group plc
("K3", "the Company" or "Group")
Shareholder Loan Conversion,
Notification of PDMR Dealings
and
Total Voting Rights
Further to the announcement earlier today of the Company's
results for the year to 30 November 2020, the Company reports that
it has reached agreement with two of its major shareholders,
Kestrel Partners LLP (through its discretionary clients)
("Kestrel") (represented by Non-executive Director Oliver Scott)
and Johan Claesson (also Non--executive Director) via his
associated company, CA Fastigheter AB (together "the Lenders") to
convert the full principal amount of the GBP3.0m shareholder loans
("Shareholder Loans") into ordinary shares of 25p each in the
Company ("Ordinary Shares") (the "Loan Conversion") at a conversion
price of GBP1.68 per Ordinary Share (being the prevailing bid-price
on 26 March 2021).
Taking in to account this Loan Conversion and the receipt of the
Starcom disposal proceeds, the Group's consolidated pro forma net
cash position as at 28 February 2021 was GBP5.8m.
The Shareholder Loans were made on an unsecured basis on 1 April
2020 to strengthen the Group's liquidity position during the
initial period of the Coronavirus pandemic (at which point the
closing price of K3 Ordinary Shares was 80p per Ordinary Share) and
repayment was due in full on 30 June 2021 together with accrued
interest.
As part of the process of extending the Group's bank facilities,
the independent directors of K3 (being all directors excluding
Johan Claesson and Oliver Scott) ("Independent Directors") have
agreed with the Lenders to fully convert the Shareholder Loans into
Ordinary Shares. Taking into account the Company's future plans,
the Independent Directors believe that the Loan Conversion is an
advantageous way of further strengthening the Group's balance
sheet.
The main terms of the conversion of the Shareholder Loans are as
follows:
- conversion is at a price of GBP1.68 per Ordinary Share (being
the prevailing bid-price on 26 March 2021);
- upon conversion of the Shareholder Loans CA Fastigheter AB and
discretionary clients of Kestrel will receive 892,857 Ordinary
Shares each (1,785,714 Ordinary Shares in aggregate) (together the
"Conversion Shares");
- payment of accrued interest and conversion costs amounting to
an aggregate amount of GBP552,064 will be paid by the Company to
the Lenders in cash on or around the date of conversion; and
- the warrants over 1.2m Ordinary Shares granted to the Lenders
at the date of the Shareholder Loans have not been exercised and
will remain in place.
The Loan Conversion will increase the Company's issued share
capital by 1,785,714 new Ordinary Shares, representing 4.16% of the
Company's current issued share capital. The Conversion Shares will
be allotted pursuant to existing general authorities granted to the
Directors at last year's AGM. Application will be made to the
London Stock Exchange for the Conversion Shares to be admitted to
trading on AIM which is expected to occur on 7 April 2021.
The revised shareholdings of Kestrel and Mr Claesson following
the issue of the Conversion Shares will be:
Kestrel
Shareholder Ordinary Shares Percentage of issued
share capital
Kestrel Opportunities (a client
of Kestrel) 8,490,479 18.98%
Kestrel other clients 2,823,569 6.31%
Total 11,314,048 25.29%
Mr Scott is a partner of and holds a beneficial interest in
Kestrel. Mr Scott is also a shareholder in one of Kestrel's clients
("Kestrel Opportunities").
Mr Claesson
Shareholder Ordinary Shares Percentage of issued
share capital
PJ Claesson 5,072,926 11.34%
Johan och Marianne Claesson
AB 1,947,461 4.35%
Fastighets AB Bremia 567,500 1.27%
CA Fastigheter AB 3,133,893 7.01%
Total 10,721,780 23.97%
Further disclosures regarding the above PDMR dealings are set
out at the foot of this announcement.
Related party transactions
The agreements reached by K3 with each of Kestrel (and its
underlying clients) and Mr Claesson in order to give effect to the
Loan Conversion and the payment of the associated interest and
conversion costs constitute related party transactions under the
AIM Rules, by virtue of Kestrel and Mr Claesson each being
substantial shareholders in the Company (as defined in the AIM
Rules) and Mr Claesson and Mr Scott each being a Non-executive
Director of the Company.
Having consulted with finnCap (as the Company's nominated
adviser), the Independent Directors consider that the terms of the
related party transaction are fair and reasonable insofar as the
Company's Shareholders are concerned.
Total Voting Rights
Following the Loan Conversion, the issued share capital of the
Company is 44,732,379 Ordinary Shares. There are no shares held in
treasury and thus the total number of voting rights in the Company
is 44,732,379, which may be used by shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Enquiries:
K3 Business Technology Marco Vergani, CEO T: 0161 876 4498
Group plc Rob Price, CFO
finnCap Limited (NOMAD Julian Blunt/James Thompson T: 020 7220 0500
& Broker) (Corporate Finance)
Richard Chambers, Sunila
De Silva (Corporate
Broking)
KTZ Communications Katie Tzouliadis/Dan T: 020 3178 6378
Mahoney
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS
RETAINED AND APPLICABLE IN THE UK PURSUANT TO S3 OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 ("MAR").
1. Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated
with them ('PCA')
a) Name Oliver Scott
2. Reason for notification
b) Position / status Non-executive director
c) Initial notification / amendment Initial Notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
b) Name K3 Business Technology Group plc
c) LEI 213800QOJ9OF2AV81748
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 25p each
Identification code
GB00B00P6061
b) Nature of the transaction Subscription for new ordinary shares of 25p each by clients of Kestrel
Partners LLP (in which
Mr Scott is a partner) by way of loan conversion
c) Price(s) and volume(s) Volume: 892,857
Price: GBP1.68 per Ordinary Share (by way of loan conversion)
d) Aggregated information n/a
Aggregated volume Price
e) Date of the transaction 30 March 2021
f) Place of the transaction Outside a trading venue
Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated
with them ('PCA')
Name Per Johan Claesson
Reason for notification
Position / status Non-executive director
Initial notification / amendment Initial Notification
Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
Name K3 Business Technology Group plc
LEI 213800QOJ9OF2AV81748
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
Description of the financial instrument ordinary shares of 25p each
Identification code
GB00B00P6061
Nature of the transaction Subscription for new ordinary shares of 25p each by CA Fastigheter AB (a
company controlled
by Mr Claesson) by way of loan conversion
Price(s) and volume(s) Volume: 892,857
Price: GBP1.68 per Ordinary Share (by way of loan conversion)
Aggregated information n/a
Aggregated volume Price
Date of the transaction 30 March 2021
Place of the transaction Outside a trading venue
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END
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