Convertible preference share issue

RNS Number : 1769X

Kingswood Holdings Limited

31 December 2021

 

KINGSWOOD HOLDINGS LIMITED

("Kingswood", the "Company" or the "Group")

Convertible preference share issue

Kingswood announces a further £29.6 million convertible preference share issue to funds managed and/or advised by Pollen Street Capital

Brings total equity issued under subscription facility to £77.4 million of the £80 million committed

Funds to be used to further accelerate acquisitive growth strategy

Kingswood Holdings Limited (AIM: KWG), the international, vertically integrated wealth and investment management group, is pleased to announce it has issued a further 29,600,000 new convertible preference shares (the "New Convertible Preference Shares"), under the terms of its convertible preference share subscription agreement with HSQ INVESTMENT LIMITED (the "Subscription Agreement") originally announced on 12 September 2019. HSQ INVESTMENT LIMITED is a wholly owned indirect subsidiary of funds managed and/or advised by Pollen Street Capital Limited ("Pollen Street").

The New Convertible Preference Shares represent the twelfth tranche of irredeemable convertible preference shares issued pursuant to the Subscription Agreement and as such the total number of irredeemable Convertible Preference Shares held by Pollen Street has increased to 77,428,443 shares, at an issue price of £1 each.  This is expected to be the final drawdown under the Subscription Agreement.

Variation to terms of Subscription Agreement

Under the terms of the Subscription Agreement, Kingswood agreed that, in consideration for the committed investment, Pollen Street will be entitled to sale proceeds equivalent to at least twice the amount it has subscribed for the Convertible Preference Shares. For the twelfth and any subsequent tranche of irredeemable convertible preference shares issued, Pollen Street will be entitled to sale proceeds equivalent to at least one and a half times the amount it has subscribed for those Convertible Preference Shares.

The amendment of the terms of the Subscription Agreement entered into by the Company and Pollen Street is considered to be a Related Party Transaction by virtue of Howard Garland and Lindsey McMurray's positions at Pollen Street. As such, the Directors of the Company (excluding Howard Garland and Lindsey McMurray) consider, having consulted with finnCap Ltd, the Company's Nominated Adviser, that the terms of the amendment to the Subscription Agreement are fair and reasonable insofar as the Shareholders are concerned.

Gary Wilder, Group CEO at Kingswood commented : "We are thrilled to have Pollen Street's capital support through the convertible preference facility and this new issue further solidifies our balance sheet by an additional £29.6 million as we accelerate the next stage of our growth journey. We remain committed to our growth strategy within the UK and internationally. We have signed four acquisitions in 2021 and have a strong pipeline of high-quality UK opportunities under negotiation, four of which are in the exclusive due diligence stage.

We have a strong and dynamic leadership team with large firm financial services experience and successful track records which combined with our strong risk and compliance culture places us in a unique position to effectively execute our strategy".

Howard Garland, Partner at Pollen Street said : "We continue to believe the wealth management sector offers compelling opportunities for growth. Kingswood has a clear strategy, and we are excited to partner with them to deliver these goals. Pollen Street has extensive expertise in the global financial services sector, growing market leading companies organically and through acquisition. We believe our unique experience and skillset coupled with our capital commitment will enable Kingswood to continue to successfully execute its growth strategy."

For further details, please contact:

Kingswood Holdings Limited	[phone]
David Lawrence	www.kingswood-group.com
finnCap Ltd (Nomad & Broker)	[phone]
Simon Hicks / Abigail Kelly
GreenTarget (for Kingswood media)   Jamie Brownlee / Alice Gasson / Ellie Basle	[phone] [e-mail]
Stand Agency (for Pollen Street media)   Cait Dacey	[phone] [e-mail]

About Kingswood

Kingswood Holdings Limited (trading as Kingswood) is an AIM-listed (AIM: KWG) international fully integrated wealth management group with circa £7.8 billion of Assets under Advice and Management. It services circa 8600 clients from a growing network of offices in the UK including Abingdon, Beverley, Darlington, Derby, Grimsby, Harrogate, Hull, Lincoln, London, Maidstone, Newcastle, Sheffield (2), Worcester and York with overseas offices in Johannesburg, South Africa and Atlanta, New York and San Diego in US.

Kingswood offers a range of trusted investment solutions to its clients, which range from private individuals to some of the UK's largest universities and institutions, including investment advice and management, personal and company pensions and wealth planning. Kingswood is focused on becoming a leading player in the wealth and investment management market through targeted acquisitions in the UK and US, creating a global business through strategic partnerships.

About Pollen Street Capital

Pollen Street is an independent alternative investment management company, focused on accelerating the progress of the financial, business services and technology sectors. It was established in 2013 and manages over £3bn AUM across private equity and credit strategies on behalf of investors including leading public and corporate pension funds, insurance companies, Sovereign Wealth Funds, Endowment and Foundations, asset managers, banks, and family offices from around the world. Pollen Street has a team of over 70 professionals with offices in London and New York City. www.pollencap.com

 

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