TIDMKOOV
RNS Number : 7140C
Koovs PLC
30 June 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 release at 7am 30 June 2016
Koovs plc
Koovs plc closes current round of capital raising at GBP26.2
million
Koovs plc ("Koovs" or the "Company") (AIM: KOOV.L) is pleased to
announce the closing of the current round of capital raising (29
April to 30 June 2016), bringing the total capital raised during
this round to GBP26.2m. This is comprised of GBP23.2m from a range
of new and existing investors (including a further GBP1.0m
confirmed today), and a GBP3.0m strategic investment by HT Media
Limited.
Mary Turner, CEO of Koovs says:
"We are delighted with the successful closing of this financing
round, having secured strong support from international
institutional investors and one of India's largest and most
well-respected media groups. The funds raised provide a strong
financial platform from which to deliver our growth plans as we
continue to focus on building the Koovs business to become India's
number one western fashion destination by 2020."
Details of the Capital Raising
The Company confirms today that it has raised gross proceeds of
a further GBP1.0 million finalising an investment from an existing
institutional investor through the issue of 4,000,000 New Ordinary
Shares at a price of 25 pence per Ordinary Share. This issuance is
the third and final tranche of shares to be issued under the
Capital Raising which was announced on 29 April 2016 and which
closes today ("Third Tranche"), ("Third Tranche Shares").
In line with the Company's strategy, the funds will be used for
investment in marketing.
These Third Tranche Shares represent approximately 2.7 per cent.
of the existing issued share capital of the Company. The Third
Tranche is conditional upon Admission becoming effective.
Application has been made for the Third Tranche Shares to be
admitted to trading on AIM. Admission and dealings in the Third
Tranche Shares is expected to take place at 8.00 a.m. on 5 July
2016.
Following Admission, the Company will have 149,683,691 Ordinary
Shares in issue (there are currently no shares held in treasury).
The New Ordinary Shares will rank pari passu in all respects with
the existing Ordinary Shares. The total number of voting rights in
the Company will therefore be 149,683,691.
Terms defined in the circular to Shareholders dated 13 April
2016 have the same meaning in this announcement, save where the
context otherwise requires.
For further information,
please contact:
Koovs plc Tel: +44 (0)20 7151
Mary Turner / Roy 0170
Naismith
Peel Hunt LLP
Dan Webster Tel: +44 (0) 20 7418
Adrian Trimmings 8900
George Sellar
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 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.
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 the Company's announcement dated 13 April 2016 and
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 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 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 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
MSCPGUBCQUPQGQB
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June 30, 2016 02:00 ET (06:00 GMT)
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