TIDMKRM
RNS Number : 8352M
KRM22 PLC
14 May 2020
THIS ANNOUNCEMENT, INCLUDING 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, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY. IT IS NOT AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF KRM22
PLC WHETHER IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE
REPUBLIC OF SOUTH AFRICA OR OTHERWISE OR IN ANY OTHER JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 AND UPON PUBLICATION OF THE
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
KRM22 plc
("KRM22", the "Group" or the "Company")
Completion of Equity Fundraising
KRM22 plc (AIM: KRM), the technology and software investment
company, is pleased to announce that further to the announcement
made of 11 May 2020, it has concluded the equity fundraising and
has conditionally raised gross proceeds of approximately GBP1.145
million through a placing of 3,816,666 new ordinary shares of 10
pence each in the Company ("Ordinary Shares") (the "Placing
Shares") at a price of 30 pence per Ordinary Share (the "Placing
Price") from new and existing shareholders. The Placing uses the
Company's existing share authorities to issue the Placing
Shares.
The Company has also received notice from Keith Todd, Executive
Chairman and CEO of the Company, Kim Suter, Chief Financial
Officer, and Steve Sparke, Non-Executive Director and an employee
of the Company of their intention to make a further equity
investment of an aggregate of approximately GBP135,000 in the
Company in which they have irrevocably committed to subscribe for
those 449,998 new Ordinary Shares (the "Subscription Shares") at
the Placing Price (the "Subscription") following the publication of
the Company's final results, which is expected in the week
commencing 18 May 2020.
Summary of the Placing and Admission
-- The Placing shall raise gross proceeds of approximately
GBP1.145 million at a price of 30 pence per Placing Share;
-- The net proceeds of the Placing will be used for general working capital purposes;
-- finnCap Ltd ("finnCap") has acted as nominated adviser,
broker and sole bookrunner in connection with the Placing. The
Placing is not underwritten; and
-- Application will be made for the Placing Shares to be
admitted to trading on AIM ("Admission"). It is expected that that
Admission will become effective at 8.00 a.m. on 18 May 2020 and
that dealings in the Placing Shares will commence at that time.
Details of the Placing
The Placing Shares, when issued, will represent approximately
18.2 per cent. of the Company's issued share capital prior to the
Placing. The Placing Price of 30 pence per Placing Share represents
a premium of approximately 9.1 per cent. to the closing mid-market
price of 27.5 pence per Ordinary Share on 13 May 2020, being the
last trading day immediately preceding the date of this
announcement.
The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the date of issue.
In accordance with the terms of the placing agreement dated 13
May 2020 entered into between the Company and finnCap (the "Placing
Agreement"), the Company has, via finnCap as placing agent,
conducted a conditional placing to raise approximately GBP1.145
million by way of the issue of 3,816,666 Placing Shares at the
Placing Price.
The Placing Agreement is conditional, inter alia, upon:
a. the Company complying with its obligations under the Placing
Agreement to the extent that they fall to be performed on or before
Admission;
b. the Company having allotted, subject only to Admission, th e
Placing Shares in accordance with the Placing Agreement; and
c. Admission having become effective at or before 8.00 a.m. on
18 May 2020 or such later time as finnCap may agree with the
Company (being not later than 16 June 2020).
Application has been made for the Placing Shares to be admitted
to trading on AIM. Settlement for the Placing Shares and Admission
is expected to take place at 8.00 a.m. on 18 May 2020. On
Admission, the Company's issued share capital will comprise
24,814,695 Ordinary Shares, with no Ordinary Shares held in
treasury. Therefore, the total number of Ordinary Shares in the
Company with voting rights will be 24,814,695. This figure may be
used by shareholders in the Company 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
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Director and Employee Participation
As announced on 11 May 2020, Keith Todd, Executive Chairman and
CEO of the Company, Kim Suter, Chief Financial Officer, and Steve
Sparke, Non-Executive Director and an employee of the Company have
notified the Board of their intention to make a further equity
investment of an aggregate of approximately GBP135,000 in the
Company in which they have irrevocably committed to subscribe for
those 449,998 new Ordinary Shares at the Placing Price following
the publication of the Company's final results, which is expected
in the week commencing 18 May 2020. The Subscription by those
Directors will constitute related party transactions and a further
announcement will be made when the Subscription is complete.
This Announcement should be read in its entirety and in
conjunction with the "Update on Equity Fundraising" announcement of
11 May 2020. In particular, you should read and understand the
information provided in the "Important Notices" section of this
Announcement.
Keith Todd CBE, Executive Chairman and Chief Executive Officer
at KRM22 commented:
"I am delighted that we have been supported by core and new
shareholders to provide the Company with additional working capital
to support our growth strategy. The Placing together with our
committed debt facility will strengthen the available liquidity
during a time of uncertainty caused by Covid-19. We are encouraged
by the breadth and depth of engagement with current customers and
new prospects in all regions of the world and look forward to
updating shareholders on this soon."
For further information please contact:
KRM22 plc InvestorRelations@krm22.com
Keith Todd CBE, Executive Chairman and CEO
Kim Suter, CFO
finnCap Ltd (Nominated Adviser and Sole Broker) +44 (0)20 7220 0500
Carl Holmes / Kate Bannatyne / Matthew Radley
Alice Lane / Sunila de Silva (ECM)
About KRM22 plc
KRM22 is a closed-ended investment company which listed on AIM
on 30 April 2018. The Company has been established with the
objective of creating value for its investors through the
investment in, and subsequent growth and development of, target
companies in the technology and software sector, with a focus on
risk management in capital markets.
Through its investments and the Global Risk Platform, KRM22
helps capital market companies reduce the cost and complexity of
risk management. The Global Risk Platform provides applications to
help address firms' regulatory, market, technology and operations
risk challenges and to manage their entire enterprise risk
profile.
Capital markets companies' partner with KRM22 to optimise risk
management systems and processes, improving profitability and
expanding opportunities to increase portfolio returns by leveraging
risk as alpha.
KRM22 PLC is quoted on AIM and the Group is headquartered in
London, with offices in several of the world's major financial
centres.
See more about KRM22 at KRM22.com .
IMPORTANT NOTICES
The information communicated in this announcement is inside
information for the purposes of Article 7 of Regulation
596/2014.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in this
"Important Notices" section of this Announcement.
This Announcement does not constitute a prospectus for the
purposes of the Prospectus Rules of the FCA, nor does it comprise
an admission document prepared in accordance with the AIM Rules.
Accordingly, this Announcement has not been approved by or filed
with the FCA.
finnCap, which is authorised and regulated in the United Kingdom
by the FCA, is acting as nominated adviser, broker and sole
bookrunner to the Company for the purposes of the AIM Rules
exclusively for the Company and no one else and will not be
responsible to any other person for providing protections afforded
to their customers nor for providing advice in relation to the
contents of this Announcement. No representation, warranty, express
or implied, is made by finnCap for the accuracy of any information
or opinions contained in this Announcement or the omission of any
material information, nor has finnCap authorised the contents of
this Announcement for any purpose and no liability whatsoever is
accepted by finnCap. finnCap expressly disclaims all and any
responsibility or liability whether arising in tort, contract or
otherwise which they might otherwise have in respect of this
Announcement.
Forward-Looking Statements
This Announcement contains forward-looking statements. These
statements relate to the Group's future prospects, developments and
business strategies. Forward-looking statements are identified by
their use of terms and phrases such as "potential", "estimate",
"expect", "may", "will" or the negative of such terms and phrases,
variations or comparable expressions, including references to
assumptions. The forward-looking statements in this Announcement
are based on current expectations and are subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by those statements. These
forward-looking statements speak only as at the date of this
Announcement. No statement in this Announcement is intended to
constitute a profit forecast or profit estimate for any period.
Neither the Directors nor the Company undertake any obligation to
update forward-looking statements other than as required by the AIM
Rules or by the rules of any other securities regulatory authority,
whether as a result of new information, future events or
otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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
IOEUOVWRRAUVAAR
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