TIDMKNB
RNS Number : 6714Y
Kanabo Group PLC
09 May 2023
THIS ANNOUNCEMENT (INCLUDING THE APPIX) 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, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT OR ANY PART OF IT 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 THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD
BE UNLAWFUL. NO PUBLIC OFFERING OF SECURITIES KANABO GROUP PLC IS
BEING MADE IN ANY SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE
UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR").
IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN
RESPECT OF THE FUNDRAISE WITH THE RESULT THAT CERTAIN PERSONS
BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS
PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS
ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE
INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF
SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS
SECURITIES.
9 May 2023
Kanabo Group plc
("Kanabo", the "Group" or the "Company")
Fundraise of GBP2.54 million and Broker Option
Kanabo Group plc (LSE: KNB), the patient focused healthcare
technology and cannabis company, is pleased to announce the
completion of a fundraise (the "Fundraise") to raise approximately
GBP2.54 million via the issue of 88,194,44 3 new Ordinary Shares
("Fundraise Shares"). Additionally, the Company has also agreed to
issue investors warrants to purchase up to 44,097,220 new Ordinary
Shares. Participants in the fundraising include a new institutional
investor as well as the Group's recently appointed Non-Executive
Chairman, Ian Mattioli, Chief Executive Officer, Avihu Tamir and
other Directors and Officers of the Company. The issue of the
shares to the Directors and Officers of the Company in the
Fundraise, is conditional upon the approval by the Company's
shareholders of certain resolutions to be proposed at the annual
general meeting of the Group (the "AGM").
Avihu Tamir, Chief Executive Officer of Kanabo, commented:
"We are delighted to be announcing this fresh capital injection,
which further endorses the strength and quality of our business and
highlights the confidence we have in our growth strategy. This
raise will not only accelerate the roll-out of our online platform
but will also enable our team to pursue a number of exciting
commercial opportunities.
"As we continue to further develop our commercial footprint, I
look forward to updating shareholders on our progress over the
course of the year."
Key Highlights and Rationale
The Fundraise proceeds will be allocated towards the following
strategic initiatives for Kanabo:
1. Expansion of digital health services division:
Kanabo intends to drive growth by extending the reach of its
digital health services, addressing the growing need for accessible
and personalised healthcare.
2. Investment in technology and network growth:
To meet the increasing demand for consultation services, Kanabo
will further invest in technology and expand its pharmacy network,
ensuring efficient delivery of medications.
3. Product development focused on pain management:
Kanabo plans to invest in developing pain management solutions
using medicinal cannabis products and other treatments that are not
available through traditional channels.
4. General working capital:
The remaining proceeds will be used for general working capital
purposes, supporting the company's daily operations and strategic
plans.
By focusing on these initiatives, Kanabo aims to strengthen its
position in the digital healthcare sector and capitalise on the
rising demand for medicinal cannabis products and digital health
services.
Details of the Subscription
Kanabo Group plc has raised approximately GBP2.54 million via
the issue of 88,194,443 new ordinary shares of 2.5p each ("Ordinary
Shares") at a price of 2.88p per share ("Fundraise Price") . The
Fundraise Price was calculated based on a 30-day VWAP from the day
that commercial terms were agreed with investors.
Each Fundraise Share issued pursuant to the Fundraise has half a
warrant (the "Warrants") attached, granting the holder the right to
subscribe for an additional half a new ordinary share at an
exercise price of 5.76 pence for a period of 24 months following
Admission. As such , the Company has agreed to issue investors
Warrants to purchase up to 44,097,220 new Ordinary Shares. The
Warrants cannot be exercised in the first 90 days of admission of
the Fundraise Shares and are subject to a prospectus being
published and the receival of approval at a General Meeting of the
Company.
The GBP2.54 million subscription is composed of a GBP2.0 million
invested by the alternative asset management fund Seamróg Em
Multi-Strat Sub-Fund ("Seamróg Em"), which is regulated by the
Central Bank of Ireland, and a GBP0.54 million investment by
officers and directors of the Company of which further details can
be found below. Application will be made for admission of the new
Ordinary Shares issued as part of the Fundraise to the Standard
List of the London Stock Exchange ("Admission").
Seamróg Em will be issued with 69,444,444 new Ordinary Shares at
the Fundraise Price, which will represent 13.6 % of the issued
share capital of the Company following completion on the Fundraise.
Additionally, the Company has issued Seamróg Em with 34,722,222
Warrants.
Directors' participation in the Fundraise
Board members Mr Ian Mattioli (Non-Executive Chair), Mr David
Tsur (Deputy Chair), Mr Avihu Tamir (Chief Executive Officer) and
Executive team member Mr Suleman Sacranie (Chief Technology Officer
and Founder of the GP Service) (together "Directors and Officers")
have all participated in the subscription.
The Company does not have sufficient headroom to issue the new
Ordinary Shares to be allocated to the Directors and Officers as
part of the Fundraise. As a result, the Directors and Officers have
agreed that the new Ordinary Shares to be issued to them will be
conditional upon the approval by the Company's shareholders of
certain resolutions to be proposed at the AGM. Notice of the AGM
will be set out in a circular to be issued shortly. Settlement of
the Directors' and Officers' participation is expected to occur on
or around 15 May, with the new Ordinary Shares to be issued subject
to the AGM. The Company will issue further announcements in this
regard.
The number of shares subscribed for by each of these Directors
and the conversion of the Fee Shares, are set out below:
Director/Officer Number of Number of Number of Number Percentage
Existing New Ordinary Ordinary of new of enlarged
Ordinary Shares subscribed Shares held Warrants share capital
Shares for on Admission issued on Admission
Mr Ian Mattioli 500,000 17,361,111 17,861,111 8,680,555 3.5%
----------- ------------------- -------------- ---------- ---------------
Mr David Tsur 9,061,102 173,611 9,234,713 86,805 1.8%
----------- ------------------- -------------- ---------- ---------------
Mr Avihu Tamir 97,263,870 520,833 97,784,703 260,416 19.1%
----------- ------------------- -------------- ---------- ---------------
Mr Suleman
Sacranie 10,651,230 694,444 11,345,674 347,222 2.2%
----------- ------------------- -------------- ---------- ---------------
Broker Option
In order to provide qualified Kanabo shareholders ("Existing
Shareholders") and other qualified investors with an opportunity to
participate on the same basis as the investors in the Fundraise,
the Company has granted Peterhouse a Broker Option over 6,944,444
new Ordinary Shares (or such other number of new Ordinary Shares as
agreed between the Company and Peterhouse) ("Broker Option
Shares"). Full take up of this number of new Ordinary Shares under
the Broker Option would raise a further GBP200,000 for the Company,
before expenses.
Existing Shareholders who hold shares in the Company and are on
the register of members as at the close of business on 5 May 2023,
will be given a priority right to participate in the Broker Option
and all orders from such Existing Shareholders will be accepted and
processed by Peterhouse, subject to scale-back in the event of
over-subscription under the Broker Option. The Broker Option has
not been underwritten. Peterhouse is entitled to participate in the
Broker Option as principal.
The Broker Option is exercisable by Peterhouse on more than one
occasion, at any time from the time of this announcement to 4.45
p.m. UK time on 9 May 2023, at its absolute discretion, following
consultation with the Company. There is no obligation on Peterhouse
to exercise the Broker Option or to seek to procure subscribers for
the Broker Option. Peterhouse may also, subject to prior consent of
the Company, allocate new shares after the time of any initial
allocation to any person submitting a bid after that time.
The Broker Option Shares are not being made available to the
public and none of the Broker Option Shares are being offered or
sold in any jurisdiction where it would be unlawful to do so. No
Prospectus will be issued in connection with the Broker Option.
To subscribe for Broker Option Shares, Existing Shareholders and
other qualified investors should communicate their bid to
Peterhouse via their stockbroker as Peterhouse cannot take direct
orders from individual private investors. Existing Shareholders or
other interested parties who wish to register their interest in
participating in the Broker Option Shares should instruct their
stockbroker to call Peterhouse on STX: 76086 or 020 7469 0938 or
020 7469 0936 or 020 7220 9797. Each bid should state the number of
Broker Option Shares the Existing Shareholder wishes to subscribe
for at the Issue Price.
Admission
Application will be made to the Financial Conduct Authority for
Admission of the 69,444,444 new Ordinary Shares issued to Seamróg
Em to the London Stock Exchange (the "LSE"). It is expected that
Admission will take place at 8.00 a.m. on or around 12 May 2023 and
that dealings in the 69,444,444 new Ordinary Shares on the LSE will
commence at the same time. The remaining new Ordinary Shares to be
issued as part of the Fundraise, including the Ordinary Shares to
be issued to Directors and Officers and the Broker Option shares
will be applied for Admission in due course.
When issued, the Fundraise Shares will be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares in the share capital of the Company, including the right to
receive all dividends and other distributions declared, made, or
paid on or in respect of such shares after the date of issue of the
Fundraise Shares.
Total voting rights
Following Admission of the Fundraise Shares, the Company will
have 511,110,499 Ordinary Shares in issue, each share carrying the
right to one vote. This figure includes the Ordinary Shares to be
issued to Directors and Officers but excludes any Ordinary Shares
to be issued as part of the Broker Option.
Kanabo is a company incorporated in England and Wales with
company number 10485105 . The Ordinary Shares are registered with
ISIN GB00BYQCS703, SEDOL code BYQCS70 and TIDM KNB.
Enquiries:
Kanabo Group plc via Vigo Consulting
Avihu Tamir, Chief Executive Officer +44 (0)20 7390 0230
Assaf Vardimon, Chief Financial Officer
Ian Mattioli, Non-Executive Chair of the
Board
Peterhouse Capital Ltd (Financial Adviser
and Broker)
Eran Zucker/ Lucy Williams / Charles Goodfellow +44 (0)20 7469 0930
Vigo Consulting (Financial Public Relations/Investor
Relations)
Jeremy Garcia / Fiona Hetherington / Verity
Snow +44 (0)20 7390
kanabo@vigoconsulting.com 0230
About Kanabo Group Plc
Kanabo Group Plc (LSE:KNB) is a healthtech company committed to
revolutionising patient care through its innovative technology
platform and disruptive product offerings. Since its inception in
2017, Kanabo has been focused on researching, developing, and
commercialising regulated medicinal cannabis-derived formulations
and therapeutic inhalation devices.
Kanabo's NHS-approved online telehealth platform, The GP
Service, provides patients with video consultations, online
prescriptions, and primary care services. The Company is a leader
in its field, focusing on improving patient outcomes and providing
more accessible healthcare experiences.
In March 2023, Kanabo successfully launched its Pain Clinic,
Treat It, under the expert guidance of its technological and
product expertise. Treat It initially focuses on chronic pain
management using plant-based medicine and treatments that are
currently unavailable through traditional channels.
At Kanabo Group Plc, we are dedicated to providing patients with
the highest quality medical treatments and more accessible
healthcare experiences.
Visit www.kanabogroup.com for more information.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Ian Mattioli
----------------------- ------------------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status Director
----------------------- ------------------------------------------
b) Initial notification Initial notification
/Amendment
----------------------- ------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Kanabo Group plc
----------------------- ------------------------------------------
b) LEI 213800XPJFSNWJIYKN52
----------------------- ------------------------------------------
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 Ordinary Shares of 2.5 pence each
of the financial
instrument, ISIN: GB00BYQCS703
type of instrument
Identification
code
----------------------- ------------------------------------------
b) Nature of the Subscription for 17,361,111 new Ordinary
transaction Shares
----------------------- ------------------------------------------
c) Price(s) and Price No. of
volume(s) shares
2.88 pence 17,361,111
-----------
----------------------- ------------------------------------------
d) Aggregated
information
- Aggregated
volume
- Price 17,361,111
2.88 pence
----------------------- ------------------------------------------
e) Date of the 9 May 2023
transaction
----------------------- ------------------------------------------
f) Place of the Outside a trading venue
transaction
----------------------- ------------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name David Tsur
------------------------ -----------------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status Director
------------------------ -----------------------------------------
b) Initial notification Initial notification
/Amendment
------------------------ -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Kanabo Group plc
------------------------ -----------------------------------------
b) LEI 213800XPJFSNWJIYKN52
------------------------ -----------------------------------------
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 Ordinary Shares of 2.5 pence each
of the financial
instrument, ISIN : GB00BYQCS703
type of instrument
Identification
code
------------------------ -----------------------------------------
b) Nature of the Subscription for 173,611 new Ordinary
transaction Shares
------------------------ -----------------------------------------
c) Price(s) and Price No. of
volume(s) shares
2.88 pence 173,611
--------
------------------------ -----------------------------------------
d) Aggregated
information
- Aggregated
volume
- Price 173,611
2.88 pence
------------------------ -----------------------------------------
e) Date of the 9 May 2023
transaction
------------------------ -----------------------------------------
f) Place of the Outside a trading venue
transaction
------------------------ -----------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Avihu Tamir
------------------------ -----------------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status Director
------------------------ -----------------------------------------
b) Initial notification Initial notification
/Amendment
------------------------ -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Kanabo Group plc
------------------------ -----------------------------------------
b) LEI 213800XPJFSNWJIYKN52
------------------------ -----------------------------------------
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 Ordinary Shares of 2.5 pence each
of the financial
instrument, ISIN: GB00BYQCS703
type of instrument
Identification
code
------------------------ -----------------------------------------
b) Nature of the Subscription for 520,833 new Ordinary
transaction Shares
------------------------ -----------------------------------------
c) Price(s) and Price No. of
volume(s) shares
2.88 pence 520,833
--------
------------------------ -----------------------------------------
d) Aggregated
information
- Aggregated
volume
- Price 520,833
2.88 pence
------------------------ -----------------------------------------
e) Date of the 9 May 2023
transaction
------------------------ -----------------------------------------
f) Place of the Outside a trading venue
transaction
------------------------ -----------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Suleman Sacranie
------------------------ -----------------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status Officer
------------------------ -----------------------------------------
b) Initial notification Initial notification
/Amendment
------------------------ -----------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Kanabo Group plc
------------------------ -----------------------------------------
b) LEI 213800XPJFSNWJIYKN52
------------------------ -----------------------------------------
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 Ordinary Shares of 2.5 pence each
of the financial
instrument, ISIN: GB00BYQCS703
type of instrument
Identification
code
------------------------ -----------------------------------------
b) Nature of the Subscription for 694,444 new Ordinary
transaction Shares
------------------------ -----------------------------------------
c) Price(s) and Price No. of
volume(s) shares
2.88 pence 694,444
--------
------------------------ -----------------------------------------
d) Aggregated
information
- Aggregated
volume
- Price 694,444
2.88 pence
------------------------ -----------------------------------------
e) Date of the 9 May 2023
transaction
------------------------ -----------------------------------------
f) Place of the Outside a trading venue
transaction
------------------------ -----------------------------------------
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END
IOEUWAWROSUVRAR
(END) Dow Jones Newswires
May 09, 2023 02:00 ET (06:00 GMT)
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