Business Development Consultant appointment

RNS Number : 0577P

Kuala Limited

03 June 2015

 



3 June 2015

Kuala Limited

("Kuala" or the "Company")

Subscription by Galloway Limited

Appointment of Galloway Limited as Business Development Consultant

Kuala Limited ("Kuala"), the AIM listed investment company ("KUL") is pleased to announce the appointment of Galloway Limited ("Galloway") as its Business Development Consultant.  Concurrent with its appointment Galloway has subscribed for a 1,439,751 new shares ("Subscription Shares") of the Company at a subscription price of 5.88 pence per share (raising total proceeds of £84,657.37).

Appointment of Galloway as Business Development Consultant

Kuala, which was recapitalised in November 2014 to evaluate potential acquisition opportunities in the natural resources and/or energy sector, has been evaluating multiple opportunities in the mining and oil & gas industries. However, given the current market conditions and the difficulty of a capital raise in connection with an investment or acquisition opportunity in the natural resources or energy sector, the Directors of the Company have approved the appointment of Galloway as the Company's Business Development Consultant.

Under the terms of a consulting agreement dated 2 June 2015 Galloway has agreed to provide procurement and due diligence services to the Company for a fixed period of 6 months in relation to potential investment and/or acquisition opportunities in the bio-tech and fintech sectors.  Mr James Mellon is a life tenant of a trust which is the owner of Galloway, and Mr Mellon and Galloway bring considerable investment expertise in the early-stage technology industries.

As consideration for its services (and in lieu of all reasonable professional expenses incurred) the Company shall pay to Galloway a fixed fee of £65,278.00.  The Company and Galloway Limited have agreed that these fees will be satisfied by the issue of 1,110,170 new shares of the Company to Galloway (the "Consideration Shares"), each with an implied price of 5.88 pence.

Should the Company choose to pursue any investment or acquisition outside the scope of its current investing policy (focussed on natural resources and energy) then it would seek to amend its investing policy with the approval of shareholders at a general meeting of shareholders and potentially make appropriate changes to the Board to provide relevant expertise.

Galloway is currently conducting technical and financial due diligence on a number of potential investment opportunities for the Company, and has travelled extensively meeting with management teams.  Galloway expects to report to the Company on its due diligence conclusions within 60 days.  A further announcement in this regard will be made in due course.

Subscription by Galloway Limited

Under the terms of a subscription letter dated 2 June 2015 Galloway has subscribed for 1,439,751 new shares of the Company at a subscription price of 5.88 pence per share (raising total proceeds of £84,657.37).

The subscription by Galloway is at the market price of the Company's ordinary shares on AIM on 8 May 2015 and represents a premium to the market price of the Company's shares on AIM at close of business on 2 June 2015 of 4.5 per cent. The estimated net asset value as at 2 June 2015 is 2.16 pence per ordinary share and therefore the new Subscription Shares are being issued at a premium of 172% to the estimated net asset value.      

The placing was completed with Galloway concurrently with its appointment as the Company's Business Development Consultant and was regarded as an important step by both parties, underlining Galloway's support for the Company and its management, and its strong belief that the current market conditions present an excellent opportunity for the Company to secure an investment or acquisition opportunity in the near future that will add real shareholder value.

Post the allotment of Subscription Shares and Consideration Shares, Galloway will be interested in 4,551,229 ordinary shares representing 14.66% of the enlarged share capital.

Stephen Dattels, Chairman of Kuala commented:

"Market conditions make any investment in mining or oil and gas projects at this time high-risk.  Whilst the Company continues to evaluate potential investment and/or acquisition opportunities, the engagement of Galloway, and its subscription, positions the Company to consider and review potential opportunities outside its current investing policy (subject to shareholder approval being received)."

Issued Shares

The Subscription Shares and the Consideration Shares are expected to be admitted to trading on or around 8 June 2015.  Following the issue of the Subscription Shares and the Consideration Shares the number of ordinary shares in issue in the Company will increase to 31,050,939.  For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules ("DTRs"), the issued ordinary share capital of the Company following this allotment consists of 31,050,939 ordinary shares with voting rights attached (one vote per share). There are no shares held in treasury.  This total voting rights figure may be used by shareholders as the denominator for the calculation by which they will determine whether they are required to notify their interest in, or a change to their interest in, Kuala Limited under the DTRs.

Related Party Transaction

Galloway Limited is a significant shareholder in the Company and a related party (as defined by the AIM Rules). The Subscription Shares and the Consideration Shares are on the terms and conditions set out above and Galloway Limited will not be offered any beneficial arrangement.

The issue of 1,439,751 Subscription Shares and 1,110,170 Consideration Shares to Galloway Limited constitutes a related party transaction for the purposes of the AIM Rules. The Directors of the Company, having consulted with RFC Ambrian, the Company's nominated adviser, consider the terms of such subscription for shares by Galloway Limited to be fair and reasonable insofar as the shareholders of the Company are concerned.

-ends-

For further information please visit www.kualalimited.com or contact:

Kuala Limited Elysium Fund Management Limited	Tel:   Tel: [phone]
RFC Ambrian Limited (Nomad and Joint Broker)  Samantha Harrison / Stephen Francavilla	Tel:  [phone]
Peterhouse Corporate Finance Limited (Joint Broker) Guy Miller / Lucy Williams	Tel:   [phone]

 

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