THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY SECURITIES IN ANY JURISDICTION.
23 November 2022
Insight Business Support Plc (now renamed Kelso Group Holdings plc)
(The "Company")
Results of Offer for Subscription, Board Changes and Change of Name
The board of the Company is pleased to announce the closure of an offer for subscription comprising the issue of 150.0 million new ordinary shares of 1 penny each (the "Subscription Shares"), raising £3.0 million at a price of 2.0 pence per Subscription Share (the "Subscription"). The total issued share capital of the Company post this raise will be 197,525,000 ordinary shares.
As a result of the completion of the Subscription, the Company's name has now been changed to Kelso Group Holdings Plc ("Kelso"), with its shares trading under the TIDM KLSO, and the appointments of John Goold as Chief Executive Officer, Mark Kirkland as Chief Financial Officer and Jamie Brooke as Chief Investment Officer (together, the "New Directors") are now effective. In addition, Jon Pither is to step down as Non-Executive Chairman, and the current share options, excluding 1,418,250 options disclosed in the Company's prospectus published 20 February 2020 will be cancelled with immediate effect.
Pursuant to the Subscription, certain directors of the Company have participated in the Subscription as follows:
| Name | Number of shares prior to the Subscription | Subscription Shares purchased
| Number of shares following the Subscription | Percentage of share capital following the Subscription |
| John Goold | 3,750,000 | 16,000,000 | 19,750,000 | 10.00% |
| Mark Kirkland | Nil | 6,000,000 | 6,000,000 | 3.04% |
| Jamie Brooke | Nil | 12,500,000 | 12,500,000 | 6.33% |
| Gordon Harvey | 1,500,000 | 1,250,000 | 2,750,000 | 1.39% |
The Company has made an application to admit the Subscription Shares to the Official List and to trading on the Standard segment of Main Market of the LSE ("Admission"). It is expected that Admission will occur at 8.00 a.m. on 28 November 2022. Following issue of the Subscription Shares, the Company's issued ordinary share capital will comprise 197,525,000 ordinary shares.
The purpose of Kelso is to identify, engage and unlock trapped value in UK listed companies across sectors. Through active engagement and alignment via taking stakes directly, Kelso aims to effect change where existing shareholders are often unable or unwilling to do so themselves.
In line with the board changes above, a new management incentive plan ("MIP") will be put in place at the appropriate time. No directors, including the New Directors, will draw any salary while the business remains in its current nascent stage and all expenses will be kept to a minimum.
The Company is pleased that its new website is now live, registered as www.kelsoplc.com.
John Goold commented 'Mark, Jamie and I are delighted and appreciative of the investment from around 25 entrepreneurial friends as we embark on this new venture, with the aim of creating value for all our shareholders.'
For further information please contact:
| Kelso Group Holdings Plc | +44 (0) 75 4033 3933 |
| John Goold, Chief Executive Officer john.goold@kelsoplc.com
Mark Kirkland, Chief Financial Officer mark.kirkland@kelsoplc.com
Jamie Brooke, Chief Investment Officer Jamie.brooke@kelsoplc.com | |
|
| |
| Zeus (Broker) | +44 (0) 20 3829 5000 |
| Nick Cowles, Matt Hogg (Investment Banking) Ben Robertson (Corporate Broking) | |
The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018).
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||
| a) | Name | John Goold | |
| 2 | Reason for the notification | ||
| a) | Position/status | Chief Executive Officer | |
| b) | Initial notification /Amendment | Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a)
| Name | Kelso Group Holdings plc | |
| b)
| LEI | 213800K4RRUZLUE5GC02 | |
| 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 £0.01 each ISIN: GB00BK1VJS23 | |
| b)
| Nature of the transaction | Subscription shares purchased | |
| c)
| Price(s) and volume(s)
| Price(s) | Volume(s) |
| £0.02 | 16,000,000 | ||
| d)
| Aggregated information - Aggregated volume - Price |
n/a n/a | |
| e)
| Date of the transaction | 22/11/2022 | |
| f)
| Place of the transaction | Outside a trading venue | |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||
| a) | Name | Mark Kirkland
| ||
| 2 | Reason for the notification | |||
| a) | Position/status
| Chief Financial Officer
| ||
| b) | Initial notification /Amendment
| Initial notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a)
| Name | Kelso Group Holdings plc | ||
| b)
| LEI | 213800K4RRUZLUE5GC02 | ||
| 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 £0.01 each ISIN: GB00BK1VJS23 | ||
| b)
| Nature of the transaction | Subscription shares purchased | ||
| c)
| Price(s) and volume(s)
| Price(s) | Volume(s) | |
| £0.02 | 6,000,000 | |||
| d)
| Aggregated information - Aggregated volume - Price |
n/a n/a | ||
| e)
| Date of the transaction | 22/11/2022 | ||
| f)
| Place of the transaction | Outside a trading venue | ||
|
| | | ||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||
| a) | Name | Jamie Brooke | ||
| 2 | Reason for the notification | |||
| a) | Position/status | Director | ||
| b) | Initial notification /Amendment | Initial notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a)
| Name
| Kelso Group Holdings plc | ||
| b)
| LEI | 213800K4RRUZLUE5GC02 | ||
| 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 £0.01 each ISIN: GB00BK1VJS23 | ||
| b)
| Nature of the transaction | Subscription shares purchased | ||
| c)
| Price(s) and volume(s)
| Price(s) | Volume(s) | |
| £0.02 | 12,250,000 | |||
| d)
| Aggregated information - Aggregated volume - Price |
n/a n/a | ||
| e)
| Date of the transaction | 22/11/2022 | ||
| f)
| Place of the transaction | Outside a trading venue | ||
|
| | | ||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||
| a) | Name | Gordon Harvey | ||
| 2 | Reason for the notification | |||
| a) | Position/status | Director | ||
| b) | Initial notification /Amendment | Initial notification | ||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| a)
| Name | Kelso Group Holdings plc | ||
| b)
| LEI | 213800K4RRUZLUE5GC02 | ||
| 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 £0.01 each ISIN: GB00BK1VJS23 | ||
| b)
| Nature of the transaction | Subscription shares purchased | ||
| c)
| Price(s) and volume(s)
| Price(s) | Volume(s) | |
| £0.02 | 1,250,000 | |||
| d)
| Aggregated information - Aggregated volume - Price |
n/a n/a | ||
| e)
| Date of the transaction | 22/11/2022 | ||
| f)
| Place of the transaction | Outside a trading venue | ||
END
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