Posting of Accounts, Circular and Notice of GM

KRM22 PLC

04 July 2023

 

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

Posting of Annual Accounts, Circular and

Notice of General Meeting to approve share authority, the amendment of the Convertible Facility Agreement, and approve Annual Accounts

KRM22 plc (AIM: KRM.L), the technology and software company focused on risk management in capital markets, announces that the Company's Annual Report and Accounts for the year ended 31 December 2022 have today been posted to shareholders. The Company is also today posting a circular (the "Circular") to shareholders in connection with the granting of authority to allot shares, dis-apply pre-emption rights and approve the Annual Accounts, including a notice of a general meeting to be held at 11.00 a.m. on 27 July 2023 for the purpose of approving the resolutions as set out in the notice of GM.

Accounts

As explained in a letter to shareholders on 7 June 2023, at the Annual General Meeting of the Company held on 30 June 2023, no resolutions were proposed in relation to the Company's Annual Report and Accounts for the appointment or remuneration of the Company's auditors. The general meeting is therefore being convened to enable voting on formal resolutions to approve the Annual Report and Accounts of the Company for the year ended 31 December 2022 and in relation to the Company's auditors.

Convertible Facility Agreement

On 19 June 2023 the Company announced that it had entered into a £5 million facility agreement (the "Facility Agreement") arranged by Trading Technologies International, Inc. ("TT"), the Company's largest shareholder.

The maximum number of shares (3,566,630) that can be issued to TT derives from the Company's pre-existing authorisation to allot shares and disapplication of pre-emption rights approved by shareholders at the 2022 AGM. The ability to convert part of the outstanding amount under the Facility Agreement into this number of shares came into being on execution of the Facility Agreement and is not subject to any future shareholder approval.

Pursuant to the Facility Agreement, the Company 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 Agreement at a conversion price as set out in the agreement. If the full amount of £5 million was drawn down under the Facility Agreement and converted at a conversion price of £0.46 that would result in the issue of 10,869,565 new ordinary shares to TT.

Side Letter and amendment of certain terms of the Facility Agreement

Pursuant to shareholder consultation the Company has entered into a side letter with TT (the "Side Letter") conditionally amending the terms of the Facility Agreement such that, provided the Company's shareholders vote to authorise the allotment of shares in accordance with the Facility Agreement on or before 27 July 2023, the conversion price will now be capped at £0.46, which would mean that the maximum number of shares that could be issued in connection with the Facility Agreement would be 10,869,565. The Side Letter thereby removes any ability of TT to convert the facility at share prices below 46p, provided the requisite share authority is approved by shareholders as described above.

Under the Side Letter, if the Company's shareholders have not authorised the allotment of shares in accordance with the Facility Agreement on or before 27 July 2023, then the term of the conversion shall remain as previously announced on 19 June 2023.

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 Agreement.

Pursuant to its obligations under the Facility Agreement as amended by the Side Letter, the Company is writing to shareholders to convene the general meeting and seek authority to allot shares in accordance with the Facility Agreement.

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 entering into of the Side Letter between the Company and 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, finnCap, for the purposes of the AIM Rules, that the terms of the Side Letter and the amendment to the Facility Agreement are fair and reasonable insofar as the Company's shareholders are concerned.

General Meeting

The general meeting will be held at the offices of finnCap, One Bartholomew Close, London, EC1A 7BL on Thursday, 27 July 2023 at 11.00 a.m.

The Circular and notice of general meeting will shortly be made available on the Company's website, https://www.krm22.com/investor-relations/documents.

Recommendation

The Directors consider the resolutions which are set out in the notice and which are to be proposed at the forthcoming general meeting, to be in the best interests of the Company and of shareholders as a whole and unanimously recommend shareholders to vote in favour of all such resolutions, as each of the Directors intends to do in respect of their own beneficial holding. The Directors have a beneficial interest in 3,764,958 ordinary shares in the capital of the Company representing approximately 10.56 per cent. of the Company's issued share capital.

For further information please contact:

KRM22 plc                                                                                                           [e-mail]

Keith Todd CBE, Executive Chairman

Stephen Casner, CEO

Kim Suter, CFO

finnCap Ltd (Nominated Adviser and Broker)                                                         [phone]

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 KRM22.com.

 

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