THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED
AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN
OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH
ANY APPLICABLE LAW OR REGULATION.
THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN
OFFER FOR SALE OR SUBSCRIPTION, OR SOLICITATION OF ANY OFFER TO
PURCHASE OR SUBSCRIBE FOR ANY SECURITIES IN KOOTH PLC. PLEASE SEE
THE IMPORTANT INFORMATION AT THE END OF THIS
ANNOUNCEMENT.
8 October 2024
Result of Secondary Placing of
3,755,861 shares in Kooth Plc (the "Company" or
"Kooth")
Further to the announcement of 7
October 2024, Root Capital Fund II LP, acting through its general
partner ScaleUp Capital General Partner LLP, (the "Selling Shareholder") announces that it
has sold 3,755,861 ordinary shares in Kooth (the "Placing Shares"), representing
approximately 10.3% of the Company's issued ordinary share capital,
at a price of 280 pence per share (the "Placing").
The trade date for the Placing is 8
October 2024 and settlement is expected to occur on a T+2 basis on
10 October 2024.
Stifel Nicolaus Europe Limited acted
as sole bookrunner in connection with the Placing.
Following completion of the Placing,
the Selling Shareholder will continue to hold approximately
9,240,679 ordinary shares in the Company (c.25.3% of the Company's
issued share capital). The Selling Shareholder will be subject to a
90-day lock-up (subject to customary exceptions) in respect of
shares it holds in the Company.
Unless otherwise defined herein,
capitalised terms used in this announcement have the meanings given
to them in the announcement made on 7 October 2024.
Enquiries:
Stifel (Sole Bookrunner)
Ben Maddison
Erik Anderson
Francis North
Ben Good
Important Information:
This announcement is not for
publication or distribution or release, directly or indirectly, in
or into the United States of America (including its territories and
possessions, any state of the United States and the District of
Columbia), Canada, Australia, South Africa, Japan or any other
jurisdiction where to do so would be unlawful. The distribution of
this announcement may be restricted by law in certain jurisdictions
and persons into whose possession this document or other
information referred to herein comes should inform themselves about
and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. No action has been taken that would permit
an offering of the Placing Shares or possession or distribution of
this announcement in any jurisdiction where action for that purpose
is required.
This announcement does not constitute
or form part of, and should not be construed as, an offer for sale
or subscription, or solicitation of any offer to purchase or
subscribe for securities in the United States, Canada, Australia,
South Africa, Japan or any other jurisdiction and the securities
referred to herein have not been registered under the securities
laws of any such jurisdiction. The Placing Shares have not been and
will not be registered under the US Securities Act of 1933, as
amended (the "Securities
Act"), or under the securities laws of any State or any
other jurisdiction of the United States, and may not be offered or
sold, directly or indirectly, in the United States except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of, the Securities Act and in compliance
with all applicable securities laws of any State or any other
jurisdiction of the United States. No public offering of securities
is being made in the United States or in any other
jurisdiction.
In member states of the European
Economic Area ("EEA"), this
announcement and any offer of Placing Shares to which it relates
are directed exclusively at persons who are "qualified investors"
within the meaning of Regulation (EU) 2017/1129. In the United
Kingdom this announcement is only being distributed to, and is only
directed at, and any investment or investment activity to which
this announcement relates is available only to, and will be engaged
in only with, "qualified investors" within the meaning of
Regulation (EU) 2017/1129 as it forms part of UK law by virtue of
the European Union (Withdrawal) Act 2018 who are (i)
investment professionals falling with Article 19(5) of the UK
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the "Order"); or (ii) high net worth
entities falling within Article 49(2)(a) to (d) of the Order, or
(iii) other persons to whom an offer of the Placing Shares may
otherwise be lawfully communicated (all such persons together being
referred to as "relevant
persons"). Persons who are not relevant persons should not
take any action on the basis of this announcement and should not
act or rely on it.
No prospectus or offering document
has been or will be prepared in connection with the Placing. Any
investment decision in connection with the Placing must be made on
the basis of all publicly available information relating to the
Company and its shares. Such information has not been independently
verified and the Selling Shareholder and the Sole Bookrunner are
not responsible, and expressly disclaim any liability, for such
information. The information contained in this announcement is for
background purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or
completeness.
In connection with the Placing, the
Sole Bookrunner or any of its affiliates may take up a portion of
the Placing Shares as a principal position and in that capacity may
retain, purchase, sell or offer to sell for its own account such
Placing Shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
Accordingly, references to the Placing Shares being issued,
offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by the Sole Bookrunner and any of
its affiliates acting as investors for their own accounts. The Sole
Bookrunner does not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
This announcement does not purport to
identify or suggest the risks (direct or indirect) which may be
associated with an investment in the Company or its
shares.
This announcement does not constitute
a recommendation concerning the Placing. The price and value of
securities and any income from them can go down as well as up. Past
performance is not a guide to future performance. Acquiring Placing
Shares to which this announcement relates may expose an investor to
a significant risk of losing all of the amount invested. Potential
investors should consult a professional advisor as to the
suitability of the Placing for the entity or person concerned. This
announcement does not represent the announcement of a definitive
agreement to proceed with the Placing and, accordingly, there can
be no certainty that the Placing will proceed. The Selling
Shareholder reserves the right not to proceed with the Placing or
to vary the terms of the offering in any way.
Stifel Nicolaus Europe Limited, which
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting for the Selling Shareholder only in
connection with the Placing and no one else, and will not be
responsible to anyone other than the Selling Shareholder for
providing the protections offered to clients nor for providing
advice in relation to the Placing Shares or the Placing, the
contents of this announcement or any transaction, arrangement or
other matter referred to in this announcement.
Certain figures contained in this
announcement, including financial information, have been subject to
rounding adjustments. Accordingly, in certain instances, the sum or
percentage change of the numbers contained in this announcement may
not conform exactly with the total figure given.
This announcement includes statements
that are, or may be deemed to be, forward-looking statements. These
forward-looking statements may be identified by the use of
forward-looking terminology, including the terms "intends",
"expects", "will", or "may", or, in each case, their negative or
other variations or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events or intentions.
These forward-looking statements include all matters that are not
historical facts and include statements regarding intentions,
beliefs or current expectations. No assurances can be given that
the forward-looking statements in this announcement will be
realised. As a result, no undue reliance should be placed on these
forward-looking statements as a prediction of actual events or
otherwise.