Kelso Group Holdings PLC Results of Placing (6179X)

TIDMKLSO

RNS Number : 6179X

Kelso Group Holdings PLC

27 April 2023

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 THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER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.

Kelso Group Holdings Plc ("Kelso" or the "Company")

Results of Placing

Further to the announcement published on 30 March 2023, Kelso, the main market listed investment company, is pleased to announce that it has successfully raised GBP3.0 million before expenses, at a price of 2.5 pence per share (the "Placing" ). A total of 120 million new ordinary shares (the " Placing Shares ") have been conditionally placed with new and existing investors.

Pursuant to the Placing, all of the directors of the Company have participated in the Placing as follows:

 
 Name                       Number of   Placing Shares           Number of          Percentage 
                         shares prior        purchased    shares following    of share capital 
                       to the Placing                          the Placing           following 
                                                                                   the Placing 
 John Goold                19,750,000       20,000,000          39,750,000               12.5% 
                     ----------------  ---------------  ------------------  ------------------ 
 Mark Kirkland              6,000,000          200,000           6,200,000                2.0% 
                     ----------------  ---------------  ------------------  ------------------ 
 Jamie Brooke              12,500,000        8,000,000          20,500,000                6.5% 
                     ----------------  ---------------  ------------------  ------------------ 
 Sir Nigel Knowles                  -        1,000,000           1,000,000                0.3% 
                     ----------------  ---------------  ------------------  ------------------ 
 David Charters                     -          200,000             200,000                0.1% 
                     ----------------  ---------------  ------------------  ------------------ 
 

In aggregate, the Placing Shares represent approximately 60.8 per cent. of the existing issued share capital of the Company.

Kelso will use the proceeds from the Proposed Placing (after expenses) to continue to execute its mandate to engage and unlock trapped value in the UK stock market.

Following the Financial Conduct Authority (" FCA ")'s approval of the required Prospectus and approval of certain resolutions at the Company's Annual General Meeting (" AGM "), the Company will make an application to admit the new ordinary shares to the Official List of the FCA and to trading on the Main Market (Standard List) of the LSE. It is expected that settlement for the Placing Shares and Admission will take place at 8.00 a.m. on or around 31 May 2023, and that dealings in the Placing Shares will commence at that time. The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid in respect of the existing issued Ordinary Shares after Admission. Following Admission, the Company's issued ordinary share capital will comprise 317,525,000 ordinary shares.

The Placing remains conditional upon, among other things, an FCA approved Prospectus, the Resolutions being passed at the Company's AGM, the Placing Agreement not being terminated in accordance with its terms and Admission becoming effective.

Capitalised terms used in this announcement (this " Announcement ") shall have the meanings ascribed to them in the announcement dated 30 March 2023.

For further information please contact:

Kelso Group Holdings Plc [phone]

John Goold, Chief Executive Officer

Mark Kirkland, Chief Financial Officer

Jamie Brooke, Chief Investment Officer

Zeus (Broker) [phone]

Nick Cowles, Matt Hogg (Investment Banking)

Ben Robertson (Corporate Broking)

About Kelso

Kelso was established in 2022 to identify, engage and unlock trapped value in the UK stock market. Kelso's strategy is to invest in situations where there is an anomaly between the intrinsic value and prospects of a company and its stock market valuation. Kelso will look for situations where it believes the sum of the parts of a business is greater than the current value. The Company completed a fundraising of GBP3.0 million in January 2023. Kelso believes that the current market conditions are such that there are situations where UK listed companies' valuations are not appropriately matched to their underlying intrinsic value. There may be instances where Kelso itself could be used as a vehicle by an undervalued company to spin off a subsidiary into its own listing. Such a transaction would undoubtedly constitute a reverse takeover for Kelso.

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) 
                                                       GBP0.025        20,000,000 
d)   Aggregated information 
      - Aggregated volume                                n/a 
      - Price                                            n/a 
e)   Date of the transaction                            26/04/2023 
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) 
                                                       GBP0.025        200,000 
d)   Aggregated information 
      - Aggregated volume                                n/a 
      - Price                                            n/a 
e)   Date of the transaction                            26/04/2023 
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                                    Chief Investment 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) 
                                                       GBP0.025        8,000,000 
d)   Aggregated information 
      - Aggregated volume                                n/a 
      - Price                                            n/a 
e)   Date of the transaction                            26/04/2023 
f)   Place of the transaction                          Outside a trading venue 
 
 
1    Details of the person discharging managerial responsibilities/person 
      closely associated 
a)   Name                                               Sir Nigel Knowles 
2    Reason for the notification 
a)   Position/status                                    Non-Executive Chairman 
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) 
                                                       GBP0.025        1,000,000 
d)   Aggregated information 
      - Aggregated volume                                n/a 
      - Price                                            n/a 
e)   Date of the transaction                            26/04/2023 
f)   Place of the transaction                          Outside a trading venue 
 
 
1    Details of the person discharging managerial responsibilities/person 
      closely associated 
a)   Name                                               David Charters 
2    Reason for the notification 
a)   Position/status                                    Non-Executive 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) 
                                                       GBP0.025        200,000 
d)   Aggregated information 
      - Aggregated volume                                n/a 
      - Price                                            n/a 
e)   Date of the transaction                            26/04/2023 
f)   Place of the transaction                          Outside a trading venue 
 

IMPORTANT NOTICES

This Announcement and the information contained in it, is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States of America, its territories and possessions, any state of the United States of America or the District of Columbia (collectively, the " United States "), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which such publication, release or distribution would be unlawful. Further, this Announcement is for information purposes only and is not an offer of securities in any jurisdiction. This Announcement has not been approved by the London Stock Exchange, nor is it intended that it will be so approved.

This Announcement or any part of it 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, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

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.

END

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April 27, 2023 02:30 ET (06:30 GMT)