TIDMKOOV
RNS Number : 2984B
Koovs PLC
06 June 2019
6 June 2019
Koovs plc
("Koovs" or the "Company")
Posting of Circular and Notice of General Meeting
Further to the Company's announcement on 29 May 2019, the
Company announces it is today posting a circular (the "Circular")
to shareholders to convene the necessary general meeting (the
"General Meeting") to approve the issue of the Compulsorily
Convertible Preference Shares, to Future Lifestyle Fashions
Limited, further details on which are disclosed in the Company's 7
May and 24 May announcements. The General Meeting will be held at
9.00 a.m. on 25 June 2019 at the offices of Strand Hanson Limited,
26 Mount Row, London W1K 3SQ.
An extract from the Circular is set out below. Shareholders are
encouraged to read the Circular, which will also be made available
shortly on the Company's website, in full, and to return the form
of proxy enclosed with the Circular as soon as possible and in any
event by 9.00 a.m. on 21 June 2019 as per the instructions in the
Circular.
Introduction
As announced on 7 May 2019, Future Lifestyle Fashions Limited
("FLFL") has agreed to invest approximately a further GBP10.5
million into Koovs plc in two tranches. This new agreement with
FLFL replaces the previous agreement with FLFL announced on 27
September 2018, the obligations under which have now fallen
away.
The first tranche completed on 30 May 2019, pursuant to which
FLFL subscribed for an amount of GBP3,667,125.04 at 8 pence per new
ordinary share of GBP0.01 each in the Company ("Ordinary Share")
(the "First Tranche"). As such, 45,839,063 new Ordinary Shares were
issued to FLFL (the "First Tranche Shares") and admitted to trading
on AIM on 30 May 2019
The second tranche is conditional upon shareholder approval and,
subject to such approval being forthcoming, will be invested in the
form of compulsorily convertible preference shares ("CCPS") (the
"Second Tranche"). The CCPS requires certain changes to be made to
the Company's articles, which are the subject of the resolutions
which are being proposed at the EGM.
If the resolutions are passed, FLFL will subscribe a further
GBP6,810,374.96 for 24,010,937 CCPSs which are compulsorily
convertible on the first anniversary of issue (or, at the option of
FLFL, at an earlier date prior to the first anniversary, or in
certain other circumstances by the Company) into 24,010,937 new
Ordinary Shares. The implied investment price is approximately
28.36 pence per new Ordinary Share, which when combined with the
investment into the First Tranche Shares equates to a blended
investment price by FLFL for the full investment of approximately
GBP10.5 million of 15 pence per new Ordinary Share - the same as
that announced by the Company in 27 September 2018. The CCPSs have
no voting rights and rank behind, in terms of seniority, the
existing convertible loan notes of the Company. The CCPSs are
non-participating and non-cumulative with a pre-determined dividend
rate of 0.01% per annum, amounting to a maximum of approximately
GBP681.
If, for any reason, it is not possible to issue the CCPSs, and
consequently the Second Tranche does not complete, then the Company
has the right (subject to shareholder and any other necessary
approvals), but not the obligation, to buy back 21,391,563 Ordinary
Shares held by FLFL for a nominal value (subject to such price
being compliant with relevant rules and regulations) in order to
ensure that the effective price (before factoring in the
consideration that FLFL would receive as a result of such
repurchase) of the First Tranche is 15 pence per new Ordinary Share
issued. Any Ordinary Shares repurchased may be cancelled or held in
treasury
Further, in the event that shareholders do not approve the issue
of the CCPSs, and consequently the Second Tranche does not
complete, then the Company will not receive the approximate GBP6.8
million proceeds of the Second Tranche. The Company will therefore
be required to source funding from FLFL in an alternative manner,
which there is no guarantee of, and therefore potentially with an
alternative party, of which there is no guarantee of either.
Shareholders are therefore strongly encouraged to vote in favour of
the resolutions.
If you would like to vote on the resolutions proposed at the EGM
but are unable to attend, please complete the Form of Proxy
enclosed within this document and return it to Link Asset Services,
PXS, The Registry, 34 Beckenham Road, Kent BR3 4TU.
Business to be transacted at the EGM
The resolutions set out below will be proposed at the EGM.
Shareholders will be asked to:
1. Adopt new Articles of Association to create the CCPSs; a
summary of the changes required to the Articles of Association are
set out later in this letter.
2. Authorise the Directors to issue and allot new compulsorily
convertible preference shares in the Company or to grant rights to
subscribe for or convert any security into CCPS in the Company up
to an aggregate nominal value of GBP240,109.37. FLFL will then
subscribe GBP6,810,374.96 for 24,010,937 CCPS, which are
compulsorily convertible on the first anniversary of issue (or at
the option of FLFL, at an earlier date prior to the first
anniversary, or in certain other circumstances by the Company) into
24,010,937 new Ordinary Shares. Unless revoked, varied or extended,
this authority will expire on the date falling 18 months from the
passing of the resolution.
3. Authorise the Directors to issue and allot new Ordinary
Shares in the Company up to an aggregate nominal value of
GBP240,109.37, to be allotted pursuant to the conversion rights
attaching to the CCPS. Unless revoked, varied or extended, this
authority will expire on the date falling 30 months from the
passing of the resolution.
4. Authorise the Directors to issue and allot new shares in the
Company or to grant rights to subscribe for or convert any security
into shares in the Company up to an aggregate nominal value of
GBP1,326,399.87 (constituting 33% of the issued share capital of
the Company). Unless revoked, varied or extended, this authority
will expire at the conclusion of the next annual general meeting of
the Company or the date falling 18 months from the passing of the
resolution, whichever is the earlier.
Recommendation
The Directors of the Company, other than Avni Biyani who is
abstaining from the recommendation as she is the representative of
FLFL on the Board, consider that all the proposed resolutions to be
considered at the Extraordinary General Meeting are in the best
interests of the Company and its shareholders as a whole and
accordingly unanimously recommend you to vote in favour of all the
proposed resolutions as they intend to do so in respect of their
own beneficial holdings, amounting to 51,136,155 Ordinary Shares,
representing approximately 12.72 per cent. of the Ordinary Share
capital.
END
For further information please contact:
Koovs plc
Mary Turner / Robert Pursell
Tel: +44 (0) 20 7151 0170
Strand Hanson Limited (Nominated & Financial Adviser)
James Harris / Ritchie Balmer / Georgia Langoulant
Tel: +44 (0) 20 7409 3494
Whitman Howard Limited (Corporate Broker)
Nick Lovering (Corporate) / Mark Murphy (Institutional
Sales)
Tel: +44 (0) 20 7659 1234
Media enquiries:
Newgate Communications
Adam Lloyd / Fiona Norman
Tel: +44 (0)20 3757 6880
E: koovs@newgatecomms.com
The information contained within this announcement is considered
to be inside information prior to its release, as defined in
Article 7 of the Market Abuse Regulation No.596/2014 and is
disclosed in accordance with the Company's obligations under
Article 17 of those Regulations.
Notes to Editors:
About Koovs
-- Koovs is a UK business that has built KOOVS.COM into India's
leading online western fashion destination. Koovs' fashion brands
are designed and developed in London exclusively for the young
Indian fashion market where two thirds of the population are under
the age of 35. It has 2.7m online social followers
-- The tremendous potential of the Indian fashion market has
been further underlined by the Strategic Partnership with Future
Lifestyle Fashions Limited (FLFL) which is part Future Group - one
of India's leading retail businesses and one of the top 10 fashion
apparel companies in the world
-- Koovs' proprietary online technology platform powers
KOOVS.COM and is a proven market-leading success in India's rapidly
expanding e-commerce market. The capability and scalability of the
platform has been recognised by FLFL which has contracted Koovs to
build and maintain the online platform for its Brand Factory retail
format. For more information, please visit www.koovs.com and follow
us on Facebook, LinkedIn, Twitter @mykoovs and Instagram
@koovsfashion.
About Future Group
Future Group is one of India's leading consumer, retail and
services companies covering fashion, food and homewares. It owns
over 60 brands, operates close to 2,000 retail stores spanning over
22 million square feet and attracts a footfall of over 500 million
a year. Future Group sells in the region of 300 million garments a
year, making it one of the top 10 fashion apparel companies in the
world. Future Group also has one of India's most unique and
rapidly-growing digital payment platforms, Future Pay, which has an
active user base of over 6.5 million
This information is provided by RNS, the news service of the
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Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOGUVAKRKSANRAR
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