TIDMKOO
RNS Number : 9224E
Kooth PLC
04 July 2023
THIS ANNOUNCEMENT (THE "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, THE REPUBLIC OF
SOUTH AFRICA, THE PUBLIC OF IRELAND 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 CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR").
4 July 2023
Kooth plc
("Kooth", the "Company" or the "Group")
Result of Placing, PDMR Dealings and Total Voting Rights
Kooth, a global leader in youth digital mental well-being, is
pleased to announce that, further to the announcement earlier this
morning of the proposed placing (the "Placing Announcement"), the
Company has successfully placed 3,305,577 new Ordinary Shares in
the capital of the Company at the Placing Price of 300 pence per
share in a significantly over subscribed Placing, raising gross
proceeds of approximately GBP10 million.
Results of the Placing
A total of 3,305,577 Placing Shares have been conditionally
placed, subject to Admission, with new and existing investors at
the Placing Price of 300 pence per Placing Share, representing a
c.15 per cent. premium to the closing mid-market price per Ordinary
Share on 3 July 2023. The Placing Shares will represent
approximately 9.09 per cent. of the enlarged share capital of the
Company following Admission.
Panmure Gordon and Stifel acted as the Joint Bookrunners in
connection with the Placing. Panmure Gordon acted as Nominated
Adviser.
Tim Barker, Chief Executive Officer of Kooth, said:
"This placing, in combination with the finalisation of our
contract with the State of California announced this morning, will
ensure that Kooth is exceptionally well placed to deliver on both
its current contracts and its new business pipeline. Having been
operating in the digital mental health space for over 20 years, our
customers, potential customers and the broader market acknowledge
us as the market leader and with this additional funding we intend
to leverage this acknowledgment to ensure we continue to grow in
the years ahead.
"This placing, along with the contract agreed with California,
will also ensure we can keep developing our platform to ensure that
we are able to help people around the world with welcoming,
stigma-free mental health support. This has been Kooth's vision
since the day it was founded and, through this placing, we look
forward to continuing our journey as we seek to make effective,
personalised mental health care accessible to all."
Director Participation
Certain Directors of the Company, being Tim Barker, Sanjay Jawa,
Kate Newhouse and Peter Whiting, have subscribed for in aggregate
110,666 new Ordinary Shares at the Placing Price. The results of
their participation and therefore, upon Admission, their interests
in Ordinary Shares will be as follows:
Director Position Number Percentage Number Number Percentage
of Ordinary interest of Ordinary of Ordinary interest
Shares in Existing Shares Shares in the
held prior Ordinary acquired held following enlarged
to the Share Capital under the the Placing share capital
Placing Placing upon Admission
Chief Executive
Tim Barker Officer 801,603 2.43 33,333 834,936 2.30
----------------- ------------- --------------- ------------- ---------------- ----------------
Sanjay Chief Financial
Jawa Officer 320,648 0.97 33,333 353,981 0.97
----------------- ------------- --------------- ------------- ---------------- ----------------
Chief Operating
Kate Newhouse Officer 480,966 1.46 40,000 520,966 1.43
----------------- ------------- --------------- ------------- ---------------- ----------------
Non-Executive
Peter Whiting Chairman 40,000 0.12 4,000 44,000 0.12
----------------- ------------- --------------- ------------- ---------------- ----------------
Related Party Transaction
As part of the Placing, Root Capital Fund II LP ("Root"), a
Substantial Shareholder of the Company (as defined by the AIM
Rules), has subscribed for a total of 666,667 Placing Shares at the
Placing Price under the Placing and will have an aggregate interest
in 12,996,540 Ordinary Shares, representing approximately 35.74 per
cent. of the enlarged share capital on Admission. Root's
participation in the Placing constitutes a related party
transaction under the AIM Rules. With the exception of Simon
Philips, as a limited partner in Root, and the above Directors who
have subscribed for Ordinary Shares under the Placing, the
Directors consider, having consulted with Panmure Gordon, acting in
its capacity as the Company's nominated adviser, that the terms of
such participation are fair and reasonable insofar as the Company's
shareholders are concerned.
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission and dealings in the Placing Shares will commence at
8.00 a.m. on 7 July 2023. The Placing Shares will rank pari passu
with the Existing Ordinary Shares. Upon Admission, the Enlarged
Share Capital of the Company will consist of 36,361,353 Ordinary
Shares, none of which are held in treasury. Therefore, the total
number of voting rights in the Company will be 36,361,353 and this
figure may be used by shareholders 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
Company.
Other than where defined, capitalised terms used in this
announcement have the meanings given to them in the Placing
Announcement.
For the purposes of UK MAR, the person responsible for arranging
the release of this announcement on behalf of the Company is Sanjay
Jawa (CFO).
S
About Kooth
Kooth (AIM:KOO) is a global leader in youth digital mental
well-being. Our mission is to provide accessible and safe spaces
for everyone to achieve better mental health. Our platform is
clinically robust and accredited to provide a range of therapeutic
support and interventions. All our services are predicated on easy
access to make early intervention and prevention a reality.
Our three services are:
-- Kooth: for children and young persons
-- Kooth: for adults
-- Kooth Work: for frontline employees
Kooth is a fully safeguarded and pre-moderated community with a
library of peer and professional created content, alongside access
to experienced online counsellors. There are no thresholds for
support and no waiting lists. Currently, Kooth sees more than 4,000
logins a day.
Kooth is the only digital mental health provider to hold a
UK-wide accreditation from the British Association of Counselling
and Psychotherapy (BACP) and according to NHS England data for
2021/22 is now the largest single access provider for mental health
support for under 18s
In 2021, Kooth began executing on its international expansion
strategy, with an initial focus on the US market. This focus is due
to the growing recognition of the importance of improving youth
mental health in this key global healthcare market, with 1-in-6
people aged 6-17 experiencing a mental health disorder each year.
Kooth's first pilot contract in the US was signed in October 2022
with the State of Pennsylvania.
Enquiries:
Kooth plc
Tim Barker, CEO investorrelations@kooth.com
Sanjay Jawa, CFO
Panmure Gordon, Nominated Adviser and
Joint Broker
Corporate Finance: Dominic Morley, James
Sinclair-Ford, Daphne Zhang
Corporate Broking: Rupert Dearden, James
Todd +44 (0) 20 7886 2500
Stifel Nicolaus Europe Limited, Joint
Broker
Ben Maddison, Nick Adams, Nicholas Harland,
Richard Short +44 (0) 20 7710 7600
FTI Consulting kooth@fticonsulting.com
Jamie Ricketts, Alex Shaw, Usama Ali
The notifications below are made in accordance with the
requirements of the Market Abuse Regulations:
Details of the person discharging managerial responsibilities
1 / person closely associated
a) Name Tim Barker
Sanjay Jawa
Kate Newhouse
Peter Whiting
Root Capital Fund II LP ("Root")
------------------------- ------------------------------------------------
Reason for the notification
2
---------------------------------------------------------------------------
a) Position / status Chief Executive Officer (Tim Barker)
Chief Financial Officer (Sanjay Jawa)
Chief Operating Officer (Kate Newhouse)
Non-Executive Chairman (Peter Whiting)
Person closely associated with Simon Philips,
Non-Executive Direrctor (Root)
------------------------- ------------------------------------------------
b) Initial notification Initial notification
/ amendment
------------------------- ------------------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------
a) Name Kooth plc
------------------------- ------------------------------------------------
b) LEI 2138001YLGO1L8UYOM90
------------------------- ------------------------------------------------
Details of the transaction(s): section to be repeated for
4 (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 Ordinary shares of 5 pence each
the financial ISIN: GB00BMCZLK30
instrument, type
of instrument
Identification
code
------------------------- ------------------------------------------------
b) Nature of the Subscription for Ordinary Shares
transaction
------------------------- ------------------------------------------------
c) Price(s) and volume(s) Subscription price of 300 p each
33,333 Ordinary Shares (Tim Barker)
33,333 Ordinary Shares (Sanjay Jawa)
40,000 Ordinary Shares (Kate Newhouse)
4,000 Ordinary Shares ( Peter Whiting )
666,667 Ordinary Shares ( Root )
------------------------- ------------------------------------------------
d) Aggregated information 33,333 Ordinary Shares and GBP100,000 (Tim
- Aggregated volume Barker)
- Price 33,333 Ordinary Shares and GBP[100,000 (Sanjay
Jawa)
40,000 Ordinary Shares and GBP120,000 (Kate
Newhouse)
4,000 Ordinary Shares and GBP4,000 ( Peter
Whiting )
666,667 Ordinary Shares and GBP2,000,001
( Root )
------------------------- ------------------------------------------------
e) Date of the transaction 4 July 2023
------------------------- ------------------------------------------------
f) Place of the transaction Outside a trading venue
------------------------- ------------------------------------------------
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or
transmitted, published or distributed, directly or indirectly, in
or into the United States, Australia, Canada, Japan, New Zealand,
the Republic of Ireland or the Republic of South Africa or to any
persons in any of those jurisdictions or any other jurisdiction
where to do so would constitute a violation of the relevant
securities laws of such jurisdiction. This Announcement is for
information purposes only and does not constitute an offer to sell
or issue, or the solicitation of an offer to buy, acquire or
subscribe for any shares in the capital of the Company in the
United States, Australia, Canada, Japan, New Zealand, the Republic
of Ireland or the Republic of South Africa or any other state or
jurisdiction in which such offer or solicitation is not authorised
or to any person to whom it is unlawful to make such offer or
solicitation. Any failure to comply with these restrictions may
constitute a violation of securities laws of such jurisdictions.
The securities referred to in this Announcement have not been, and
will not be, registered under the US Securities Act of 1933, as
amended (the "US Securities Act"), or with any securities
regulatory authority of any state or jurisdiction of the United
States, or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold,
resold, pledged, transferred or delivered, directly or indirectly,
in or into the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and, in each
case, in compliance with the securities laws of any state or other
jurisdiction of the United States.
Each of Panmure Gordon and Stifel, which are both authorised and
regulated by the Financial Conduct Authority (the "FCA") in the
United Kingdom, are acting solely for the Company and no-one else
in connection with the transactions and arrangements described in
this Announcement and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to
the transactions and arrangements described in this Announcement.
Neither the Joint Bookrunners nor any of their respective partners,
directors, officers, employees, advisers, consultants, affiliates
or agents are responsible to anyone other than the Company for
providing the protections afforded to clients of the Joint
Bookrunners or for providing advice in connection with the contents
of this Announcement or for any other matters referred to
herein.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
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END
DSHUPUQCMUPWUBC
(END) Dow Jones Newswires
July 04, 2023 05:48 ET (09:48 GMT)
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