Corporate News
Holdings in the Company
28 April 2021
The Board of Kooth was yesterday informed of the following transaction in ordinary shares of £0.05 each ("Ordinary Shares") in the capital of the Company: Root Capital Fund II Limited Partnership, trading under the name ScaleUp Capital, classified as a Person Closely Associated with Mr. Simon Philips, a Non-Executive Director of the Company, sold 3,000,000 Ordinary Shares yesterday. ScaleUp Capital's interest is now 13,609,873 Ordinary Shares, representing 41.2% of the Company's issued share capital.
This transaction, which was undertaken yesterday in response to market demand, was completed at a price of 350 pence per Ordinary Share.
Prior to undertaking this transaction, ScaleUp Capital obtained the consent of the Company and Panmure Gordon (UK) Limited to the lifting of the lock-in agreement ("the Agreement") entered into at the time of the Company's IPO in respect of the Ordinary Shares sold. In accordance with the Agreement, ScaleUp Capital has agreed not to sell any further Ordinary Shares until 2 September this year. The orderly market period then continues until 2 September 2022.
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
Kooth plc | |
Tim Barker, CEO Sanjay Jawa, CFO | |
Panmure Gordon, Nominated Adviser and sole Broker | |
Corporate Finance: Dominic Morley, Nicholas Harland, Sandy Clark Corporate Broking: Erik Anderson | +44 (0) 20 7886 2500 |
FTI Consulting | |
Jamie Ricketts / Alex Shaw / Usama Ali |
Notes to Editors
About Kooth
Kooth is one of the UK's leading digital mental health platforms, set up to provide accessible and safe spaces for everyone to achieve better mental health. The Company's online platform is clinically robust and accredited to provide a range of therapeutic support and interventions. All services are predicated on easy access to make early intervention and prevention a reality.
Kooth offers three services:
- Kooth is commissioned in 85% of the NHS's clinical commissioning group areas across the country. It is a fully safeguarded and pre-moderated community with a library of peer and professional created content, alongside access to experienced online counsellors. There are no thresholds for support and no waiting lists. Currently, Kooth sees over 3,000 logins a day.
- Kooth Adult operates across distinct locations and serves specific cohorts, including parents, teachers, victims of crime and those who have suffered from or continue to experience domestic violence.
- Kooth Work is 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.
Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs") and persons closely associated with them.
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii : | Kooth plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | ||||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | x | |||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify)iii: | ||||||
3. Details of person subject to the notification obligation iv | ||||||
Name | Root Capital Fund II | |||||
City and country of registered office (if applicable) | London, UK | |||||
4. Full name of shareholder(s) (if different from 3.) v | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reached vi : | 27/04/2021 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 27/04/2021 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments | Total of both in % (8.A + 8.B) | Total number of voting rights of issuer vii | |||
Resulting situation on the date on which threshold was crossed or reached | 41.2% | N/A | 41.2% | 33,055,776 | ||
Position of previous notification (if applicable) | N/A | N/A | N/A | |||
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8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type of ISIN code (if possible) | Number of voting rights ix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
GB00BMCZLK30 | 13,609,873 | 41.2% | |||||||
SUBTOTAL 8. A | 13,609,873 | 41.2% | |||||||
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B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expiration | Exercise/ | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
SUBTOTAL 8. B 1 | |||||||||
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B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expiration | Exercise/ | Physical or cash settlement xii | Number of voting rights | % of voting rights | ||||
SUBTOTAL 8.B.2 | |||||||||
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii | ||||
Full chain of controlled undertakings through which the voting rights and/or the | X | |||
Name xv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
Root Capital Fund II | 41.2% | 41.2% | ||
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10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | N/A | |||
The number and % of voting rights held | N/A | |||
The date until which the voting rights will be held | N/A | |||
11. Additional information xvi | ||||
Place of completion | LONDON, UK |
Date of completion | 27/04/2021 |