Koovs PLC RESULT OF GENERAL MEETING (8439W)

TIDMKOOV

RNS Number : 8439W

Koovs PLC

29 April 2016

THIS 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, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

RESULT OF GENERAL MEETING

Koovs plc confirms Capital Raising of GBP21.9 million

to fund growth and bring ownership of Koovs India to 100%

Introduction

Koovs plc ("Koovs", the "Company" and, together with its subsidiary undertakings, the "Group") (AIM: KOOV.L) is pleased to announce that it has raised gross proceeds of GBP21.9 million through the issue of 87,600,000 New Ordinary Shares at a price of 25 pence per Ordinary Share.

This Capital Raising includes investments from both existing shareholders and new institutional investors including Ruffer LLP.

As previously detailed, proceeds of the Capital Raising will be used to fund the Company's growth plan, starting in May with the next phase of its high-profile multi-channel marketing campaign, that will extend to five additional cities. This builds on the highly successful "Step into Koovs" campaign, which saw brand awareness increase from less than 1% to 8% and took web visits to over 1 million per week. The funds will also be used for working capital. In addition, some funds will be used to acquire the remaining 38.6% stake in Koovs Marketing Consulting Private Limited ("Koovs India"), as a result of which Koovs will own 100 per. cent. of its subsidiary.

As outlined on 13 April, the Company has the potential to raise further tranches of funds as part of this Capital Raising. As a result of the resolutions passed at today's General Meeting, the Company has authority to raise up to an additional GBP8.1million at 25 pence per Ordinary Share prior to 30 June 2016.

Mary Turner, CEO of Koovs commented:

"India's online fashion market is expected to increase five-fold by 2020, to GBP1.5 billion, and we have a clear strategy to accelerate Koovs' growth in this market. Today's successful Capital Raising demonstrates the confidence of both new and existing investors in our strategy and provides us with further investment to scale the business. Our near term priority is to continue to build the brand, and we will be launching the next phase of our highly successful marketing campaign in five additional cities. Our ambition remains to become India's number one western fashion destination by 2020 and today's announcement marks a next significant step towards that goal."

Results of General Meeting

Following the announcement by the Company on 13 April 2016 in connection with the proposed Capital Raising, the Company is pleased to announce that all of the Resolutions proposed at the General Meeting held earlier today were duly passed.

Details of the Capital Raising

The Company today announces that it has raised gross proceeds of GBP21.9 million through the issue of 87,600,000 New Ordinary Shares at a price of 25 pence per Ordinary Share ("Issue Price") pursuant to the Capital Raising ("Initial Tranche"), ("Initial Tranche Shares").

The Initial Tranche comprises investments by, among others, Lord Waheed Alli, Baroness Gail Rebuck and Ruffer LLP. The Initial Tranche Shares represent approximately 195 per cent. of the existing issued share capital of the Company.

The Initial Tranche is conditional upon Admission becoming effective and the placing agreement between the Company and Peel Hunt not being terminated in accordance with its terms. Application will be made for the Initial Tranche Shares to be admitted to trading on AIM ("Admission"). Admission and dealings in the Initial Tranche Shares is expected to take place at 8.00 a.m. on 3 May 2016.

Following Admission, the Company will have 132,483,691 Ordinary Shares in issue (there are currently no shares held in treasury) ("Enlarged Issued Share Capital"). The New Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares. The total number of voting rights in the Company will therefore be 132,483,691.

Acquisition of remaining stake in Koovs India to complete 100 per. cent. ownership by Koovs plc.

As part of the Capital Raising, the Company has also taken the opportunity to acquire further shares in Koovs India, its Indian subsidiary, from Infotel E-Commerce Private Limited ("Infotel"), a company controlled by Anant Nahata. Accordingly, the Company has today entered into a share purchase agreement to acquire Infotel's entire 38.6 per. cent. holding in Koovs India for a total cash consideration of GBP9.0 million, thereby regularising the Group structure with Koovs India becoming a wholly owned subsidiary of the Company. The share purchase agreement is conditional upon, amongst other things, Admission. Completion is expected to take place shortly after Admission on 3 May 2016.

Potential further issue of shares under the Capital Raising

Pursuant to the passing of the Resolutions at today's General Meeting, the Company has authority to raise up to GBP30 million in connection with the Capital Raising. In accordance with the terms of the Resolutions, following Admission, the Company is seeking to raise further funds up to a maximum of GBP8.1 million prior to 30 June 2016, potentially via multiple admissions to AIM. There is no certainty that agreements relating to any such further funds will be entered into and the Company will provide further information in due course.

Related party transaction - Capital Raising

Lord Waheed Alli, a director of the Company, and Silvergate Investments Limited (which is a company wholly owned by Lord Waheed Alli), together hold a total of 12,899,218 existing Ordinary Shares representing 28.7 per cent. of the existing issued share capital of the Company. Lord Waheed Alli has agreed, together with a connected person, to subscribe for 23,800,000 New Ordinary Shares in the Initial Tranche. Following completion of the Initial Tranche, Lord Waheed Alli and his connected persons will have an interest in 36,699,218 Ordinary Shares which will represent 27.7 per cent. of the Enlarged Issued Share Capital.

Baroness Gail Rebuck, a director of the Company, holds no existing Ordinary Shares. Baroness Gail Rebuck has agreed to acquire 800,000 New Ordinary Shares in the Initial Tranche. Following completion of the Initial Tranche, Baroness Gail Rebuck will have an interest in 800,000 Ordinary Shares which will represent 0.6 per cent. of the Enlarged Issued Share Capital.

Nextwave Ventures Pte. Ltd. ("Nextwave Ventures") holds a total of 9,200,000 existing Ordinary Shares representing 20.5 per cent. of the existing share capital of the Company. Dragon Asia Holdings Pte Ltd ("Dragon Asia Holdings"), a company connected to Nextwave Ventures, has agreed to subscribe for 26,800,000 New Ordinary Shares in the Initial Tranche. Following completion of the Initial Tranche, Nextwave Ventures and Dragon Asia Holdings will together have an interest in 36,000,000 Ordinary Shares which will represent 27.2 per cent. of the Enlarged Issued Share Capital.

Michinoko Limited ("Michinoko") holds a total of 7,621,855 existing Ordinary Shares representing 17.0 per cent. of the existing share capital of the Company. Michinoko has agreed to subscribe for 8,000,000 New Ordinary Shares in the Initial Tranche. Following completion of the Initial Tranche, Michinoko will have an interest in 15,621,855 Ordinary Shares which will represent 11.8 per cent. of the Enlarged Issued Share Capital.

Lord Waheed Alli, Baroness Gail Rebuck, Dragon Asia Holdings and Michinoko will in each case be treated as a "related party" for the purposes of Rule 13 of the AIM Rules in relation to the participation by them (or their associates) in the Initial Tranche.

The Directors (excluding Lord Waheed Alli and Baroness Gail Rebuck), having consulted with Peel Hunt in its capacity as the Company's nominated adviser for the purposes of the AIM Rules, consider the terms on which Lord Waheed Alli, Baroness Gail Rebuck, Dragon Asia Holdings and Michinoko will subscribe for New Ordinary Shares in the Initial Tranche to be fair and reasonable insofar as Shareholders are concerned.

Related party transaction - Acquisition of shares in Koovs India

Anant Nahata, a director of the Company, controls Infotel. Anant Nahata will therefore be treated as a "related party" for the purposes of Rule 13 of the AIM Rules in relation to the acquisition by the Company of shares in Koovs India from Infotel (as described above).

Koovs India is the main operating company in the Group, supplying branded fashion garments and accessories for exclusive distribution through the Koovs.com website. As reported in the Group's Annual Financial Statements, in the year ended 31 March 2015, Koovs India generated a loss before taxation of INR 632.5 million (GBP6.4 million).

The Directors (excluding Anant Nahata), having consulted with Peel Hunt in its capacity as the Company's nominated adviser for the purposes of the AIM Rules, consider the terms on which the Company will acquire shares in Koovs India to be fair and reasonable insofar as Shareholders are concerned.

Concert party

For the purposes of the Takeover Code, Anant Nahata, Exicom Tele-Systems (Singapore) Pte. Ltd., Nextwave Ventures and Dragon Asia Holdings are deemed to be a concert party shareholder in the Company (the "Concert Party"). Following the Initial Tranche, the Concert Party will have an interest in 39,622,283 Ordinary Shares which will represent 29.9 per cent. of the Enlarged Issued Share Capital.

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Terms defined in the circular dated 13 April 2016 have the same meaning in this announcement, save where the context otherwise requires.

 
 
   For further information, 
   please contact: 
 Koovs plc                    Tel: [phone] 
  Mary Turner / Roy            0170 
  Naismith 
 
   Peel Hunt LLP 
 Dan Webster                  Tel: [phone] 
  George Sellar                8900 
  Adrian Trimmings 
  Jock Maxwell Macdonald 
  (ECM) 
 
   Brunswick Group LLP 
 Nick Claydon / Alison        Tel: [phone] 
  Kay                          5959 
 

Important Notice

The distribution of this announcement and any other documentation associated with the Capital Raising into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each a "Restricted Jurisdiction").

The New Ordinary Shares have not been and will not be registered under the US Securities Act 1933 (as amended) (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

There will be no public offer of the New Ordinary Shares in the United States. The New Ordinary Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the US.

The New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any Restricted Jurisdiction and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Restricted Jurisdiction except pursuant to an applicable exemption from registration requirements. There will be no public offer of New Ordinary Shares in Australia, Canada, Japan, or the Republic of South Africa.

This announcement 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 any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the New Ordinary Shares.

This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Peel Hunt. Subject to the AIM Rules for Companies, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information contained in it is correct at any subsequent date.

Capital Raising

Participation in the Capital Raising will be for invited subscribers only and members of the public are not eligible to take part in the Capital Raising. The details of the Capital Raising contained in the Company's announcement dated 13 April 2016 and this announcement are for information purposes only and do not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for New Ordinary Shares. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

THE CAPITAL RAISING IS ONLY DIRECTED AT (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/EC AS AMENDED (INCLUDING ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) ('INVESTMENT PROFESSIONALS') OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE INFORMATION ON THE CAPITAL RAISING MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE CAPITAL RAISING RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE CAPITAL RAISING DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE CAPITAL RAISING WILL BE FOR INVITED RELEVANT PERSONS ONLY WHO WILL BE INVITED TO, AND WHO CHOOSE TO, PARTICIPATE IN THE CAPITAL RAISING AND BY WHOM OR ON WHOSE BEHALF A COMMITMENT TO SUBSCRIBE FOR NEW ORDINARY SHARES IS GIVEN.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Capital Raising and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Capital Raising or any matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Peel Hunt does not accept any responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the New Ordinary Shares or the Capital Raising, and nothing in this announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Peel Hunt accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

No statement in this announcement is intended to be a profit forecast or estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules for Companies, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after

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the date of this announcement.

This announcement should not be considered a recommendation by the Company, Peel Hunt or any of their respective directors, officers, employees, advisers or any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings in relation to any purchase of or subscription for the New Ordinary Shares. Price and volumes of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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