16 January 2024
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 THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER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.
Kelso Group Holdings Plc ("Kelso" or the "Company")
Result of fundraise
Further to the announcement published on 12 January 2024, Kelso, the main market listed acquisition vehicle, is pleased to announce that it has successfully raised £1.88 million before expenses, at a price of 3.0 pence per share (the "Placing"). A total of 62.6 million new ordinary shares ("Placing Shares") have been conditionally placed with new and existing shareholders.
Pursuant to the Placing, the following directors of the Company have participated in the Placing:
| Name | Number of shares prior to the Placing | Placing Shares purchased | Number of shares following the Placing | Percentage of share capital following the Placing |
| John Goold | 40,250,000 | 1,666,667 | 41,916,667 | 11.2% |
| Jamie Brooke | 21,000,000 | 1,000,000 | 22,000,000 | 5.9% |
| Sarah Rajani | - | 3,333,333 | 3,333,333 | 0.9% |
In aggregate, the Placing Shares represent approximately 20 per cent. of the existing issued share capital of the Company.
Kelso will use the proceeds from the Placing (after expenses) to continue to execute its mandate to engage and unlock trapped value in the UK stock market.
The Company has made an application to admit the new ordinary shares to the Official List of the FCA and to the Main Market (Standard List) of the London Stock Exchange ("LSE"). It is expected that settlement for the Placing Shares and Admission will become effective at 8:00 a.m. on 23 January 2024, and that dealings in the Placing Shares will commence at that time. The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing issued Ordinary Share of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid in respect of the existing issued Ordinary Shares after Admission.
Following Admission, the total number of Ordinary Shares and voting rights in the Company will be 375,570,000. This figure may be used by shareholders in the Company 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 share capital of the Company under the FCA's Disclosure and Transparency Rules.
For further information please contact:
| Kelso Group Holdings plc | +44 (0) 75 4033 3933 |
| John Goold, Chief Executive Officer Mark Kirkland, Chief Financial Officer Jamie Brooke, Chief Investment Officer | |
| Zeus (Broker) | +44 (0) 20 3829 5000 |
| Nick Cowles, Ed Beddows (Investment Banking) Ben Robertson (Corporate Broking) | |
About Kelso
Kelso was established in 2022 to identify, engage and unlock trapped value in the UK stock market. Kelso's strategy is to invest in situations where there is an anomaly between the intrinsic value and prospects of a company and its stock market valuation. Kelso will, in particular, look for situations where it believes the sum of the parts of a business is greater than the current value.
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).
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
|
| 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: GB00BKPH9R58 | ||||
| b) | Nature of the transaction | Subscription shares purchased | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price |
n/a
| ||||
| e) | Date of the transaction | 15 January 2024 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
|
| Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Jamie Brooke | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Chief Investment 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: GB00BKPH9R58 | ||||
| b) | Nature of the transaction | Subscription shares purchased | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price |
n/a
| ||||
| e) | Date of the transaction | 15 January 2024 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
|
| Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Sarah Rajani | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Non-Executive 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: GB00BKPH9R58 | ||||
| b) | Nature of the transaction | Subscription shares purchased | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information - Aggregated volume - Price |
n/a
| ||||
| e) | Date of the transaction | 15 January 2024 | ||||
| f) | Place of the transaction | Outside a trading venue | ||||
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