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Schedule One update - Kooth plc | RNS | Ticker

Schedule One update - Kooth plc

RNS Announcement

RNS Number : 2390X

AIM

26 August 2020

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Kooth plc

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Kooth plc

The Epworth

25 City Road

London

EC1Y 1AA

COUNTRY OF INCORPORATION:

United Kingdom

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.koothplc.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Kooth plc ("Kooth" or the "Company") is the UK's largest digital mental health provider to the NHS for children and young people (CYP) aged 10-25 years old by providing a broad range of therapeutic tools and interventions. Kooth's online platform provides:

· Self-help tools and content: self-help activities to support individuals across a range of areas, from managing anxiety to expressing their feelings, together with a wealth of articles and advisory pieces created by the Kooth community and Kooth's clinical content team;

· Community for Peer-to-Peer Support: online moderated forums covering a range of topics, where users can post and get support from others in the Kooth community and

· Professional Counselling: anonymous, online text-chat based professional counselling, where individuals can get ad-hoc or ongoing support. Kooth's practitioners provide over 12,000 hours of counselling every month.

Initially, the platform was focused specifically for the needs of children and young people aged 10 to 25 years. In Q4 2018, the Group launched Qwell Adult (now known as Kooth Adult) for the NHS and public sector, to offer support available to both individuals and to particular groups such as parents and carers, victims of crime, or frontline workers. The service provides both early intervention and ongoing support using the same "free at point of use" business model. In Q4 2019, Kooth launched Kooth Work, a corporate service, aimed specifically at employers to support the wellbeing of their employees, providing confidential and anonymous access to a wellbeing community, counselling, content and self-help tools. Kooth Work provides valuable, anonymous insights into the wellbeing of the workforce so that employers can identify specific areas of improvement for their wellbeing strategy.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Ordinary shares of 5 pence each ("Ordinary Shares") for which Admission will be sought: 33,055,776

Issue price per Ordinary Share: 200 pence

There are no restrictions as to transfer of Ordinary Shares.

No Ordinary Shares will be held in treasury on Admission to AIM.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on admission (primary offering): £16,000,000

Secondary offering: £10,000,000

Anticipated Market Capitalisation on admission: £66.1 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

60.7%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Peter Frederick Whiting, Independent Non-Executive Chair

Timothy John Barker, Chief Executive Officer

Sanjay Jawa, Chief Financial Officer

Dame Susan Mary Bailey, Independent Non-Executive Director

Simon Robert Maury Philips, Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

	Immediately prior to Admission	Immediately following Admission
	Percentage of Issued share capital	Percentage of Issued share capital
Root Capital Fund II LP	86.2%	50.2%
Tim Barker	3.2%	2.4%
Canaccord Genuity Wealth Management (Hargreave Hale Ltd)	-	7.9%
Gresham House AM Limited	-	6.4%
Stancroft Trust Limited	-	6.1%
Premier Miton Investors	-	5.4%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

On 16 October 2019, Xenzone Group Limited (a 100% subsidiary of Kooth plc) entered into an agreement with Zoe Blake, former chief executive officer of Xenzone Group, following the end of her employment arrangement, pursuant to which Xenzone Group Limited agreed to pay Ms Blake, in recognition of her contribution to the Group:

(a) a sum of £150,000 at the point of Root Capital receiving a cash return of at least 3.5 times or greater of Root Capital's total investment in the Group; and

(b) a sum of £50,000 at the point of Root Capital receiving a cash return of at least 4.5 times or greater of Root Capital's total investment in the Group.

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 30 June 2020

(iii) Year ending 31 December 2020 by 30 June 2021

Six months ending 30 June 2021 by 30 September 2021

Year ending 31 December 2021 by 30 June 2022

EXPECTED ADMISSION DATE:

2 September 2020

NAME AND ADDRESS OF NOMINATED ADVISER:

Panmure Gordon (UK) Limited

One New Change

London

EC4M 9AF

United Kingdom

NAME AND ADDRESS OF BROKER:

Panmure Gordon (UK) Limited

One New Change

London

EC4M 9AF

United Kingdom

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

www.koothplc.com

The admission document will contain full details about the applicant and the admission of its securities.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Quoted Companies Alliance Corporate Governance Code

DATE OF NOTIFICATION:

26 August 2020

NEW/ UPDATE:

UPDATE

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END

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RNS metadata

Title: Schedule One update - Kooth plc
Time: 14:00:06
Date: 26 Aug 2020
Category: Capital structure
ID: 2390X