TIDMKRM
RNS Number : 0729D
KRM22 PLC
19 June 2023
KRM22 plc
("KRM22", the "Group" or the "Company")
New Debt Facility
KRM22 plc (AIM: KRM.L), the technology and software investment
company, with a particular focus on risk management in capital
markets, is pleased to announce that, after a competitive process,
it has entered into an agreement for a new GBP5.0m convertible loan
facility (the "Facility") arranged by Trading Technologies
International, Inc. ("TT"), the Company's largest shareholder. The
Company will draw down an initial amount of GBP4.0m under the
Facility on satisfaction of the conditions precedent set out in the
loan agreement in a single tranche and will replace the Company's
existing debt facility provided by certain affiliates of Kestrel
Partners LLP ("Kestrel"). It is intended that the balance of the
outstanding debt and charges of approximately GBP3.1m under the
existing Kestrel debt facility will be repaid early using the
proceeds of the Facility.
The Facility is being provided to strengthen the Company's
balance sheet and access both working capital and growth capital in
order to support the short to mid-term opportunities available to
the Company.
Terms of the Facility
The Facility will be for a maximum of GBP5.0m and will be
secured on certain Group assets and includes covenants based on the
Group's financial performance, based on annualised recurring
revenue, recognised revenue and solvency and will also be
guaranteed by certain members of the Group.
The interest rate payable on debt drawn down is the aggregate of
the SOFR average and a margin of 5.5 per cent. provided that the
minimum amount per annum of such aggregate percentage rate per
annum shall be 9.25 per cent. The interest will be payable
quarterly in arrears however the Company has the ability to defer
interest payments for the initial 18 months (the "Initial Interest
Period"), with the total deferred interest in the Initial Interest
Period being paid in two equal instalments on the calendar quarters
ending after the 18(th) and 21(st) month anniversary of the
Facility. The Facility carries an arrangement fee of 1 per cent. of
the amount of debt drawn down payable by deduction/retention from
the drawn proceeds. The term of the Facility is 3 years with the
option to extend by a further year to 4 years.
Immediately following entry into the Facility TT can request
conversion of the Facility into up to a maximum number of 3,566,630
new ordinary shares in the Company at any time at the lowest
conversion price of: GBP0.46; the volume weighted average price of
the Company's ordinary shares for the 3 month period prior to
service of conversion notice; or the lowest daily closing price for
the 30 completed calendar days prior to service of conversion
notice. TT has the right to prevent any conversion which would
trigger a Rule 9 event under the Takeover Code.
Pursuant to the Facility, the Company has agreed that it will as
soon as practicable convene a general meeting to approve the
allotment of new ordinary shares sufficient to convert the full
amount of the Facility at the conversion price set out above. Full
conversion of the Facility at a conversion price of GBP0.46 would
result in the issue of 10,869,565 new ordinary shares to TT. If the
Company's share price falls below GBP0.46 then conversion of the
Facility could result in the issue of a greater number of shares.
Pursuant to Rule 9 of the Takeover Code, TT cannot acquire 30 per
cent or more of the voting rights in the Company without being
required to make a mandatory cash offer for all the shares in the
Company not already held by it. No waiver from Rule 9 is being
sought in connection with the conversion right under the
Facility.
Related Party Transaction
TT is considered a "related party" as defined under the AIM
Rules as a result of its substantial shareholding of 25.0 per cent.
in the Company. The provision of the Facility by TT constitutes a
related party transaction for the purposes of Rule 13 of the AIM
Rules.
The Independent Directors, being Stephen Casner, Kim Suter,
Garry Jones, Sandy Broderick and Steve Sparke, consider, having
consulted with the Company's nominated adviser for the purposes of
the AIM Rules, finnCap, that the terms of the Facility are fair and
reasonable insofar as the Company's shareholders are concerned.
Stephen Casner, Chief Executive Officer commented:
"We are very pleased to announce this new debt facility which
will continue to fuel the strong revenue growth that KRM22 has
experienced over the past 18 months. Trading Technologies continues
to demonstrate what an exceptional partner they are for KRM22 as
together we bring a new generation of risk systems to the capital
markets industry."
The information communicated in this announcement is inside
information for the purposes of Article 7 of Regulation
596/2014.
For further information please contact:
KRM22 plc InvestorRelations@krm22.com
Keith Todd CBE, Executive Chairman
Stephen Casner, CEO
Kim Suter, CFO
finnCap Ltd (Nominated Adviser and Broker) +44 (0)20 7220 0500
Carl Holmes / George Dollemore
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' trading and corporate 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 listed 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 www.krm22.com
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCBGGDLRSBDGXI
(END) Dow Jones Newswires
June 19, 2023 02:00 ET (06:00 GMT)
Krm22 (LSE:KRM)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Krm22 (LSE:KRM)
Gráfica de Acción Histórica
De May 2023 a May 2024