Corporate News
Result of Placing, PDMR Dealings & TVR
04 July 2023
THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE. PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, THE PUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").
Kooth, a global leader in youth digital mental well-being, is pleased to announce that, further to the announcement earlier this morning of the proposed placing (the "Placing Announcement"), the Company has successfully placed 3,305,577 new Ordinary Shares in the capital of the Company at the Placing Price of 300 pence per share in a significantly over subscribed Placing, raising gross proceeds of approximately £10 million.
Results of the Placing
A total of 3,305,577 Placing Shares have been conditionally placed, subject to Admission, with new and existing investors at the Placing Price of 300 pence per Placing Share, representing a c.15 per cent. premium to the closing mid-market price per Ordinary Share on 3 July 2023. The Placing Shares will represent approximately 9.09 per cent. of the enlarged share capital of the Company following Admission.
Panmure Gordon and Stifel acted as the Joint Bookrunners in connection with the Placing. Panmure Gordon acted as Nominated Adviser.
Tim Barker, Chief Executive Officer of Kooth, said:
"This placing, in combination with the finalisation of our contract with the State of California announced this morning, will ensure that Kooth is exceptionally well placed to deliver on both its current contracts and its new business pipeline. Having been operating in the digital mental health space for over 20 years, our customers, potential customers and the broader market acknowledge us as the market leader and with this additional funding we intend to leverage this acknowledgment to ensure we continue to grow in the years ahead.
"This placing, along with the contract agreed with California, will also ensure we can keep developing our platform to ensure that we are able to help people around the world with welcoming, stigma-free mental health support. This has been Kooth's vision since the day it was founded and, through this placing, we look forward to continuing our journey as we seek to make effective, personalised mental health care accessible to all."
Director Participation
Certain Directors of the Company, being Tim Barker, Sanjay Jawa, Kate Newhouse and Peter Whiting, have subscribed for in aggregate 110,666 new Ordinary Shares at the Placing Price. The results of their participation and therefore, upon Admission, their interests in Ordinary Shares will be as follows:
| Director | Position | Number of Ordinary Shares held prior to the Placing | Percentage interest in Existing Ordinary Share Capital | Number of Ordinary Shares acquired under the Placing | Number of Ordinary Shares held following the Placing | Percentage interest in the enlarged share capital upon Admission |
| Tim Barker | Chief Executive Officer | 801,603 | 2.43 | 33,333 | 834,936 | 2.30 |
| Sanjay Jawa | Chief Financial Officer | 320,648 | 0.97 | 33,333 | 353,981 | 0.97 |
| Kate Newhouse | Chief Operating Officer | 480,966 | 1.46 | 40,000 | 520,966 | 1.43 |
| Peter Whiting | Non-Executive Chairman | 40,000 | 0.12 | 4,000 | 44,000 | 0.12 |
Related Party Transaction
As part of the Placing, Root Capital Fund II LP ("Root"), a Substantial Shareholder of the Company (as defined by the AIM Rules), has subscribed for a total of 666,667 Placing Shares at the Placing Price under the Placing and will have an aggregate interest in 12,996,540 Ordinary Shares, representing approximately 35.74 per cent. of the enlarged share capital on Admission. Root's participation in the Placing constitutes a related party transaction under the AIM Rules. With the exception of Simon Philips, as a limited partner in Root, and the above Directors who have subscribed for Ordinary Shares under the Placing, the Directors consider, having consulted with Panmure Gordon, acting in its capacity as the Company's nominated adviser, that the terms of such participation are fair and reasonable insofar as the Company's shareholders are concerned.
Admission and Total Voting Rights
Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission and dealings in the Placing Shares will commence at 8.00 a.m. on 7 July 2023. The Placing Shares will rank pari passu with the Existing Ordinary Shares. Upon Admission, the Enlarged Share Capital of the Company will consist of 36,361,353 Ordinary Shares, none of which are held in treasury. Therefore, the total number of voting rights in the Company will be 36,361,353 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.
Other than where defined, capitalised terms used in this announcement have the meanings given to them in the Placing Announcement.
For the purposes of UK MAR, the person responsible for arranging the release of this announcement on behalf of the Company is Sanjay Jawa (CFO).
About Kooth
Kooth (AIM:KOO) is a global leader in youth digital mental well-being. Our mission is to provide accessible and safe spaces for everyone to achieve better mental health. Our platform is clinically robust and accredited to provide a range of therapeutic support and interventions. All our services are predicated on easy access to make early intervention and prevention a reality.
Our three services are:
- Kooth: for children and young persons
- Kooth: for adults
- Kooth Work: for frontline employees
Kooth 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 more than 4,000 logins a day.
Kooth is the only digital mental health provider to hold a UK-wide accreditation from the British Association of Counselling and Psychotherapy (BACP) and according to NHS England data for 2021/22 is now the largest single access provider for mental health support for under 18s
In 2021, Kooth began executing on its international expansion strategy, with an initial focus on the US market. This focus is due to the growing recognition of the importance of improving youth mental health in this key global healthcare market, with 1-in-6 people aged 6-17 experiencing a mental health disorder each year. Kooth's first pilot contract in the US was signed in October 2022 with the State of Pennsylvania.
| Enquiries: Kooth plc | |
| Tim Barker, CEO Sanjay Jawa, CFO | [email protected] |
| Panmure Gordon, Nominated Adviser and Joint Broker Corporate Finance: Dominic Morley, James Sinclair-Ford, Daphne Zhang Corporate Broking: Rupert Dearden, James Todd | +44 (0) 20 7886 2500 |
| Stifel Nicolaus Europe Limited, Joint Broker Ben Maddison, Nick Adams, Nicholas Harland, Richard Short | +44 (0) 20 7710 7600 |
| FTI Consulting Jamie Ricketts, Alex Shaw, Usama Ali | [email protected] |
The notifications below are made in accordance with the requirements of the Market Abuse Regulations:
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Tim Barker Sanjay Jawa Kate Newhouse Peter Whiting Root Capital Fund II LP ("Root") |
| 2 | Reason for the notification | |
| a) | Position / status | Chief Executive Officer (Tim Barker) Chief Financial Officer (Sanjay Jawa) Chief Operating Officer (Kate Newhouse) Non-Executive Chairman (Peter Whiting) Person closely associated with Simon Philips, Non-Executive Direrctor (Root) |
| b) | Initial notification / amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Kooth plc |
| b) | LEI | 2138001YLGO1L8UYOM90 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 5 pence each ISIN: GB00BMCZLK30 |
| b) | Nature of the transaction | Subscription for Ordinary Shares |
| c) | Price(s) and volume(s) | Subscription price of 300p each 33,333 Ordinary Shares (Tim Barker) 33,333 Ordinary Shares (Sanjay Jawa) 40,000 Ordinary Shares (Kate Newhouse) 4,000 Ordinary Shares (Peter Whiting) 666,667 Ordinary Shares (Root) |
| d) | Aggregated information - Aggregated volume - Price | 33,333 Ordinary Shares and £100,000 (Tim Barker) 33,333 Ordinary Shares and £[100,000 (Sanjay Jawa) 40,000 Ordinary Shares and £120,000 (Kate Newhouse) 4,000 Ordinary Shares and £4,000 (Peter Whiting) 666,667 Ordinary Shares and £2,000,001 (Root) |
| e) | Date of the transaction | 4 July 2023 |
| f) | Place of the transaction | Outside a trading venue |
IMPORTANT NOTICES
Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. The securities referred to in this Announcement have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States, or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and, in each case, in compliance with the securities laws of any state or other jurisdiction of the United States.
Each of Panmure Gordon and Stifel, which are both authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom, are acting solely for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement. Neither the Joint Bookrunners nor any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents are responsible to anyone other than the Company for providing the protections afforded to clients of the Joint Bookrunners or for providing advice in connection with the contents of this Announcement or for any other matters referred to herein.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.