TIDMIBSU
RNS Number : 2802H
Insight Business Support PLC
23 November 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. THIS ANNOUNCEMENT
AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART
OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO
SUBSCRIBE OR PURCHASE, ANY SECURITIES IN ANY JURISDICTION.
23 November 2022
Insight Business Support Plc (now renamed Kelso Group Holdings
plc)
(The "Company")
Results of Offer for Subscription, Board Changes and Change of
Name
The board of the Company is pleased to announce the closure of
an offer for subscription comprising the issue of 150.0 million new
ordinary shares of 1 penny each (the "Subscription Shares"),
raising GBP3.0 million at a price of 2.0 pence per Subscription
Share (the "Subscription"). The total issued share capital of the
Company post this raise will be 197,525,000 ordinary shares.
As a result of the completion of the Subscription, the Company's
name has now been changed to Kelso Group Holdings Plc ("Kelso"),
with its shares trading under the TIDM KLSO, and the appointments
of John Goold as Chief Executive Officer, Mark Kirkland as Chief
Financial Officer and Jamie Brooke as Chief Investment Officer
(together, the "New Directors") are now effective. In addition, Jon
Pither is to step down as Non-Executive Chairman, and the current
share options, excluding 1,418,250 options disclosed in the
Company's prospectus published 20 February 2020 will be cancelled
with immediate effect.
Pursuant to the Subscription, certain directors of the Company
have participated in the Subscription as follows:
Name Number of Subscription Number of Percentage
shares prior Shares purchased shares following of share capital
to the Subscription the Subscription following the
Subscription
John Goold 3,750,000 16,000,000 19,750,000 10.00%
--------------------- ------------------ ------------------ ------------------
Mark Kirkland Nil 6,000,000 6,000,000 3.04%
--------------------- ------------------ ------------------ ------------------
Jamie Brooke Nil 12,500,000 12,500,000 6.33%
--------------------- ------------------ ------------------ ------------------
Gordon Harvey 1,500,000 1,250,000 2,750,000 1.39%
--------------------- ------------------ ------------------ ------------------
The Company has made an application to admit the Subscription
Shares to the Official List and to trading on the Standard segment
of Main Market of the LSE ("Admission"). It is expected that
Admission will occur at 8.00 a.m. on 28 November 2022. Following
issue of the Subscription Shares, the Company's issued ordinary
share capital will comprise 197,525,000 ordinary shares.
The purpose of Kelso is to identify, engage and unlock trapped
value in UK listed companies across sectors. Through active
engagement and alignment via taking stakes directly, Kelso aims to
effect change where existing shareholders are often unable or
unwilling to do so themselves.
In line with the board changes above, a new management incentive
plan ("MIP") will be put in place at the appropriate time. No
directors, including the New Directors, will draw any salary while
the business remains in its current nascent stage and all expenses
will be kept to a minimum.
The Company is pleased that its new website is now live,
registered as www.kelsoplc.com.
John Goold commented 'Mark, Jamie and I are delighted and
appreciative of the investment from around 25 entrepreneurial
friends as we embark on this new venture, with the aim of creating
value for all our shareholders.'
For further information please contact:
Kelso Group Holdings Plc +44 (0) 75 4033 3933
John Goold, Chief Executive
Officer john.goold@kelsoplc.com
Mark Kirkland, Chief Financial
Officer mark.kirkland@kelsoplc.com
Jamie Brooke, Chief Investment
Officer
Jamie.brooke@kelsoplc.com
Zeus (Broker) +44 (0) 20 3829 5000
Nick Cowles, Matt Hogg (Investment
Banking)
Ben Robertson (Corporate Broking)
The information set out below is provided in accordance with the
requirements of Article 19(3) of the EU Market Abuse Regulation No
596/2014 (as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018).
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name John Goold
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Kelso Group Holdings plc
b) LEI 213800K4RRUZLUE5GC02
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 GBP0.01
type of instrument each
Identification code ISIN: GB00BK1VJS23
b) Nature of the transaction Subscription shares purchased
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.02 16,000,000
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 22/11/2022
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Mark Kirkland
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Kelso Group Holdings plc
b) LEI 213800K4RRUZLUE5GC02
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 GBP0.01
type of instrument each
Identification code ISIN: GB00BK1VJS23
b) Nature of the transaction Subscription shares purchased
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.02 6,000,000
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 22/11/2022
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Jamie Brooke
2 Reason for the notification
a) Position/status Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Kelso Group Holdings plc
b) LEI 213800K4RRUZLUE5GC02
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 GBP0.01
type of instrument each
Identification code ISIN: GB00BK1VJS23
b) Nature of the transaction Subscription shares purchased
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.02 12,250,000
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 22/11/2022
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Gordon Harvey
2 Reason for the notification
a) Position/status Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
a) Name Kelso Group Holdings plc
b) LEI 213800K4RRUZLUE5GC02
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 GBP0.01
type of instrument each
Identification code ISIN: GB00BK1VJS23
b) Nature of the transaction Subscription shares purchased
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.02 1,250,000
d) Aggregated information
- Aggregated volume n/a
- Price n/a
e) Date of the transaction 22/11/2022
f) Place of the transaction Outside a trading venue
END
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END
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November 23, 2022 02:00 ET (07:00 GMT)
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