Schedule One - Kitwave Group plc | RNS | Ticker

Schedule One - Kitwave Group plc

RNS Announcement

RNS Number : 8170X

AIM

07 May 2021

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:

Kitwave Group plc ("Kitwave" or the "Company")

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

Kitwave Group plc

Unit S3 Tyne Tunnel Trading Estate

Narvik Way

North Shields

NE29 7XJ

COUNTRY OF INCORPORATION:

England & Wales

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

www.kitwave.co.uk

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:

The Group is an independent, delivered wholesale business with approximately 1,100 employees and a network of 26 depots able to support delivery throughout the UK, specialising in selling impulse products (such as confectionery, soft drinks, snacks, ice cream), frozen and chilled foods, alcohol, groceries and tobacco to approximately 38,000, mainly independent, customers. Currently, the Group sells a broad portfolio of approximately 33,000 Ambient, Frozen & Chilled and Foodservice product Stock Keeping Units (SKUs). The diverse customer base includes independent convenience retailers, leisure outlets, vending machine operators, foodservice providers and other wholesalers, as well as leading national retailers.

The Group was founded in 1987, following the acquisition of a single-site confectionery wholesale business based in North Shields, Tyne and Wear, United Kingdom.

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):

Number of securities to be admitted: 70,000,000 Ordinary Shares

Type and nominal value of securities: Ordinary Shares of £0.01 each

Shares in treasury: 0

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

Capital to be raised on admission: Approximately £81.6 million

Anticipated market capitalisation on admission: Approximately £105.0 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Approximately 48.9 per cent.

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:

None

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):

Stephen John Smith (Independent Non-Executive Chairman)

Paul Victor Young (Chief Executive Officer)

David Leonard Brind (Chief Financial Officer)

Gerard Thomas Murray (Independent Non-Executive Director)

All of whose business addresses are at Unit S3, Tyne Tunnel Trading Estate, Narvik Way, North Shields NE29 7XJ

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):

Pre Admission

Post Admission

Number of Existing Shares

Percentage of Existing Share Capital

Number of Ordinary Shares

Percentage of Enlarged Share Capital

Paul Young*

13,798,361

50.48%

10,968,550

15.67%

Subsidiaries of Prudential Financial, Inc. **

3,987,386

14.59%

0.00%

Subsidiaries of The Allstate Corporation ***

2,572,612

9.41%

0.00%

David Brind

2,053,643

7.51%

1,540,233

2.20%

Michael Young

1,442,105

5.28%

775,438

1.11%

Chris Young

1,412,112

5.17%

745,445

1.06%

Premier Miton Group plc

0.00%

10,500,000

15.00%

Liontrust Investment Partners LLP

0.00%

8,077,673

11.54%

Hargreave Hale Ltd

0.00%

4,773,333

6.82%

Harwood Capital Management LLC

0.00%

4,266,666

6.10%

NinetyOne UK Limited

0.00%

3,729,167

5.33%

Chelverton Asset Management Limited

0.00%

2,983,333

4.26%

Blackrock Inc.

0.00%

2,978,829

4.26%

Columbia Threadneedle Investments

0.00%

2,701,530

3.86%

BMO Global Asset Management

0.00%

2,160,000

3.09%

* Paul Young has a direct pre-Admission shareholding of 13,117,998 Existing Ordinary Shares and 47.99 per cent. of the Existing Share Capital. Paul Young also has an indirect pre-Admission legal shareholding as a trustee of the Paul Young Discretionary Settlement Trust 2021, of which he is one of two trustees. He is not a beneficiary of the Trust. Immediately following Admission, Paul Young will have a direct shareholding of 10,288,187 Ordinary Shares and 14.70 per cent. of the Enlarged Share Capital and an indirect legal (but not beneficial) shareholding as a trustee of the Paul Young Discretionary Settlement Trust 2021 of 680,363 Ordinary Shares and 0.97 per cent. of the Enlarged Share Capital.

** Being The Prudential Insurance Company of America who own pre-Admission 3,526,546 Existing Ordinary Shares and 12.90 per cent. of the Existing Share Capital and Prudential Legacy Insurance Company of New Jersey who own pre-Admission 460,840 Existing Ordinary Shares and 1.69 per cent. of the Existing Share Capital. Both entities are wholly-owned by Prudential Financial, Inc. Neither entity will own Ordinary Shares post Admission.

*** Being Allstate Insurance Company who own pre-Admission 1,671,980 Existing Ordinary Shares and 6.12 per cent. of the Existing Share Capital, Allstate Life Insurance Company who own pre-Admission 772,166 Existing Ordinary Shares and 2.82 per cent. of the Existing Share Capital and Allstate Life Insurance Company of New York who own pre-Admission 128,466 Existing Ordinary Shares and 0.47 per cent. of the Existing Share Capital. These entities are wholly owned by The Allstate Corporation. None of Allstate Insurance Company, Allstate Life Insurance Company or Allstate Life Insurance Company of New York will own Ordinary Shares post Admission.

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

None

(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 October

(ii) 18 months to 31 October 2020

(iii) Interim results to 30 April 2021, by 30 July 2021

Final results to 31 October 2021, by 30 April 2022

Interim results to 30 April 2022, by 30 July 2022

EXPECTED ADMISSION DATE:

24 May 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Canaccord Genuity Limited

88 Wood Street

London

EC2V 7QR

NAME AND ADDRESS OF BROKER:

Canaccord Genuity Limited

88 Wood Street

London

EC2V 7QR

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:

Electronic copies of the Admission Document will be available from the Company's website, www.kitwave.co.uk, from Admission. 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 Company intends to adopt the Quoted Companies Alliance, Corporate Governance Code, published by the UK Quoted Companies Alliance (the "QCA Guidelines") from Admission.

DATE OF NOTIFICATION:

7 May 2021

NEW/ UPDATE:

New

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END

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RNS metadata

Title: Schedule One - Kitwave Group plc
Time: 08:00:02
Date: 7 May 2021
Category: Capital structure
ID: 8170X