Completion of Equity Fundraising

RNS Number : 8352M

KRM22 PLC

14 May 2020

 

THIS ANNOUNCEMENT, INCLUDING 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, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY. IT IS NOT AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF KRM22 PLC WHETHER IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR OTHERWISE OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AND UPON PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

KRM22 plc
("KRM22", the "Group" or the "Company")

Completion of Equity Fundraising

KRM22 plc (AIM: KRM), the technology and software investment company, is pleased to announce that further to the announcement made of 11 May 2020, it has concluded the equity fundraising and has conditionally raised gross proceeds of approximately £1.145 million through a placing of 3,816,666 new ordinary shares of 10 pence each in the Company ("Ordinary Shares") (the "Placing Shares") at a price of 30 pence per Ordinary Share (the "Placing Price") from new and existing shareholders. The Placing uses the Company's existing share authorities to issue the Placing Shares.

The Company has also received notice from Keith Todd, Executive Chairman and CEO of the Company, Kim Suter, Chief Financial Officer, and Steve Sparke, Non-Executive Director and an employee of the Company of their intention to make a further equity investment of an aggregate of approximately £135,000 in the Company in which they have irrevocably committed to subscribe for those 449,998 new Ordinary Shares (the "Subscription Shares") at the Placing Price (the "Subscription") following the publication of the Company's final results, which is expected in the week commencing 18 May 2020.

Summary of the Placing and Admission

· The Placing shall raise gross proceeds of approximately £1.145 million at a price of 30 pence per Placing Share;

· The net proceeds of the Placing will be used for general working capital purposes;

· finnCap Ltd ("finnCap") has acted as nominated adviser, broker and sole bookrunner in connection with the Placing. The Placing is not underwritten; and

· Application will be made for the Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that that Admission will become effective at 8.00 a.m. on 18 May 2020 and that dealings in the Placing Shares will commence at that time.

Details of the Placing

The Placing Shares, when issued, will represent approximately 18.2 per cent. of the Company's issued share capital prior to the Placing. The Placing Price of 30 pence per Placing Share represents a premium of approximately 9.1 per cent. to the closing mid-market price of 27.5 pence per Ordinary Share on 13 May 2020, being the last trading day immediately preceding the date of this announcement.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue.

In accordance with the terms of the placing agreement dated 13 May 2020 entered into between the Company and finnCap (the "Placing Agreement"), the Company has, via finnCap as placing agent, conducted a conditional placing to raise approximately £1.145 million by way of the issue of 3,816,666 Placing Shares at the Placing Price.

The Placing Agreement is conditional, inter alia, upon:

a.  the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed on or before Admission;

b.  the Company having allotted, subject only to Admission, th e Placing Shares in accordance with the Placing Agreement; and

c.  Admission having become effective at or before 8.00 a.m. on 18 May 2020 or such later time as finnCap may agree with the Company (being not later than 16 June 2020).

Application has been made for the Placing Shares to be admitted to trading on AIM. Settlement for the Placing Shares and Admission is expected to take place at 8.00 a.m. on 18 May 2020. On Admission, the Company's issued share capital will comprise 24,814,695 Ordinary Shares, with no Ordinary Shares held in treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights will be 24,814,695. This figure may be used by shareholders in the Company 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Director and Employee Participation

As announced on 11 May 2020, Keith Todd, Executive Chairman and CEO of the Company, Kim Suter, Chief Financial Officer, and Steve Sparke, Non-Executive Director and an employee of the Company have notified the Board of their intention to make a further equity investment of an aggregate of approximately £135,000 in the Company in which they have irrevocably committed to subscribe for those 449,998 new Ordinary Shares at the Placing Price following the publication of the Company's final results, which is expected in the week commencing 18 May 2020. The Subscription by those Directors will constitute related party transactions and a further announcement will be made when the Subscription is complete.

This Announcement should be read in its entirety and in conjunction with the "Update on Equity Fundraising" announcement of 11 May 2020. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

Keith Todd CBE, Executive Chairman and Chief Executive Officer at KRM22 commented:  

"I am delighted that we have been supported by core and new shareholders to provide the Company with additional working capital to support our growth strategy. The Placing together with our committed debt facility will strengthen the available liquidity during a time of uncertainty caused by Covid-19. We are encouraged by the breadth and depth of engagement with current customers and new prospects in all regions of the world and look forward to updating shareholders on this soon."

For further information please contact:

KRM22 plc [e-mail]

Keith Todd CBE, Executive Chairman and CEO

Kim Suter, CFO

finnCap Ltd (Nominated Adviser and Sole Broker)  [phone]

Carl Holmes / Kate Bannatyne / Matthew Radley

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' regulatory, market, technology and operations 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 quoted 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 KRM22.com .

IMPORTANT NOTICES

The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in this "Important Notices" section of this Announcement.

This Announcement does not constitute a prospectus for the purposes of the Prospectus Rules of the FCA, nor does it comprise an admission document prepared in accordance with the AIM Rules. Accordingly, this Announcement has not been approved by or filed with the FCA.

finnCap, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser, broker and sole bookrunner to the Company for the purposes of the AIM Rules exclusively for the Company and no one else and will not be responsible to any other person for providing protections afforded to their customers nor for providing advice in relation to the contents of this Announcement. No representation, warranty, express or implied, is made by finnCap for the accuracy of any information or opinions contained in this Announcement or the omission of any material information, nor has finnCap authorised the contents of this Announcement for any purpose and no liability whatsoever is accepted by finnCap. finnCap expressly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this Announcement.

 Forward-Looking Statements

This Announcement contains forward-looking statements. These statements relate to the Group's future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as "potential", "estimate", "expect", "may", "will" or the negative of such terms and phrases, variations or comparable expressions, including references to assumptions. The forward-looking statements in this Announcement are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements speak only as at the date of this Announcement. No statement in this Announcement is intended to constitute a profit forecast or profit estimate for any period. Neither the Directors nor the Company undertake any obligation to update forward-looking statements other than as required by the AIM Rules or by the rules of any other securities regulatory authority, whether as a result of new information, future events or otherwise.

 

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