Source - RNS
RNS Number : 9353K
AIM
16 April 2018
 

 

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:

 

KRM22 Plc ("KRM22" or the "Company")

 

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

 

Mocatta House

Trafalgar Place

Brighton

BN1 4DU

 

COUNTRY OF INCORPORATION:

England and Wales

 

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

 

www.krm22.com

 

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:

KRM22 plc is a closed-ended investment company that has been established with the objective of creating value for its investors through the acquisition of or investment in and subsequent growth and development of target investee companies in the technology and software sector, with a particular focus on risk management in capital markets ("Investment Objective").

The Company will be led by Keith Todd in his role as Executive Chairman and CEO, Karen Bach in her role as Chief Operating Officer and Stephen Casner in his role as KRM22 CEO USA. Together they intend to use their years of experience and successful track records in the software and technology industry to drive business transformation and growth from a portfolio of investee companies.

The Company is an Investing Company for the purposes of Rule 8 of the AIM Rules and accordingly will operate in accordance with its stated investing policy (the "Investment Policy").

Investment Policy

Pursuant to the Company's Investment Policy, the Board proposes to invest in businesses with one or more of the following criteria:

·     Market leading software offering: a software product used by customers

·     Customer revenues: the business has a revenue-generating customer base

·     Subject matter expert: the business founder, CEO or other key members of staff have expertise in a relevant risk management aspect or a technology

·     Capital markets focus: the product fits into one of KRM22's four sector categories of Market Risk, Regulatory Risk, Infrastructure Risk and Operational Risk

·     Risk management focus: the product helps customers manage risk in one of the four risk domains identified by KRM22

·     Acquisition price: a valuation for the deal which the Directors believe will deliver capital appreciation value for investors

·     Where the Board believes that there are good growth opportunities through strategic and operational guidance and providing a platform to scale

 

The Company intends to invest and take controlling stakes in businesses or minority stakes which are intended to create value for investors. It is the intention for investments to be made using cash and equity which may also include earn-out payments, subject to the investee company achieving certain key financial performance conditions. Investments may be made using debt where the Board concludes this is more appropriate. It is the Board's intention to keep each acquisition or investment operating independently of each other. However, the Board does intend to help each investment scale, using the expertise of the Board, as well as capitalising on cross-selling opportunities, deriving synergies and efficiencies by sharing technical expertise within the portfolio. Over time, the Board intends to create appropriate procedures to enhance returns by sharing some services across the investee companies while keeping them operationally separate.

 

KRM22 will have an active investment policy and the Board intends to exercise appropriate control and strategic influence over the day-to-day operational management of any investee company. The Board and the central team will provide strategic, technology and business support. In addition, at least one Board member or senior manager of KRM22 will be a director on the board of each investee company to provide strategic and corporate governance oversight.

 

The Company may invest or acquire globally, including emerging markets, however its short-term focus will be on the UK, Europe, North America and Asia.

 

The Board may use gearing if it believes it will enhance shareholder returns over the longer term. Potential future borrowings may be used for working capital and/or investment purposes.

 

There is no set holding period for investments however it is the Company's intention to hold the investments on a long-term basis. The investments made by the Company may take a variety of legal forms; for example it may acquire complete control or take both a majority or minority stake of a business, or form a joint venture or partnership. The Company is expected to raise additional external funding when required to achieve its investment objective and make further investments.

 

The Company aims to provide Shareholders with an attractive total return, which is expected to comprise primarily of capital growth, although there is also the potential for distribution of income to be made throughout the Company's life. Accordingly, the Company does not currently intend to pay a regular dividend but may choose to do so from time to time as is determined to be appropriate by the Board.

 

The Board has discretion as to whether the capital proceeds of realising investments contained in the Company's portfolio will be reinvested or distributed to shareholders and will consider the most appropriate action whenever portfolio investments are realised in the light of available investment opportunities at the relevant time. When returning and/or distributing capital to shareholders, the Directors will do so in such manner as they consider efficient.

 

The Company is not restricted in terms of the type of investments or equity in which it may invest and the Company's portfolio of investments and acquisitions may include, without limitation, equity and debt securities in public and private companies.

 

The Company does not have a policy on the spread of investments however, it is the intention that once the initial funding has been deployed, no one investment will account for greater than 75% of the portfolio.

 

In the event of a change of the Investing Policy and the restrictions, the Directors shall, upon becoming aware of the same, make a notification to a Regulatory Information Service. No material change will be made to the Investment Objective or Investing Policy without the approval of Shareholders by ordinary resolution at any general meeting.

 

If the Group has not substantially implemented its Investing Policy within 18 months of Admission, the Company in accordance with Rule 8 of the AIM Rules, will seek the approval of Shareholders at its next annual general meeting of its Investing Policy and on annual bases thereafter until such time as its Investing Policy has been substantially implemented. If it appears unlikely that the Investing Policy can be implemented at any time, the Directors will consider returning remaining funds to Shareholders.

 

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:

TBC

 

Type and nominal value of securities:

Ordinary shares of £0.10 each

 

Issue price: 100 pence per ordinary share

 

Shares to be held in treasury:

None

 

There are no restriction as to the transfer of the securities

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Minimum of £6.0 million expected to be raised at admission which would represent a market capitalisation of £8.0 million

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 

TBC

 

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

 

N/A

 

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):

 

Thomas Keith Todd (Executive Chairman and Chief-Executive Officer)

Karen Bach (Chief Operating Officer)

Stephen Douglas Casner (Executive Director)

James ("Jim") Elliot Oliff (Non-Executive Director)

Alexander Masson ("Sandy") Broderick (Independent Non-Executive Director)

David Arthur Ellis (Independent Non-Executive Director)

Matthew Robert Reed (Independent Non-Executive Director)

 

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):

 

Prior to Admission


Number of Ordinary Shares

% of Issued Share Capital

Keith Todd

1,180,000

59.0%

Stephen Casner

400,000

20.0%

Karen Bach

200,000

10.0%

James E. Oliff Trust

100,000

5.0%

Libor Soucek

100,000

5.0%




 

 

Post Admission

 

 

Number of Ordinary Shares

% of Issued Share Capital











 

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

 

N/A

 

(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 March

(ii)        N/A

(iii)       31 December 2018 (6 month unaudited results to 30 September 2018); 30 September 2019 (12 month audited full year accounts to 31 March 2019); 31 December 2019 (6 month unaudited results to 30 September 2019);

 

EXPECTED ADMISSION DATE:

 

30 April 2018

 

NAME AND ADDRESS OF NOMINATED ADVISER:

finnCap Ltd

60 New Broad Street

London

EC2M 1JJ

 

NAME AND ADDRESS OF BROKER:

finnCap Ltd

60 New Broad Street

London

EC2M 1JJ

 

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 on the Company's website from the date of Admission: www.krm22.com

 

The Admission Document will contain full details about the Company and the admission of its securities.

 

DATE OF NOTIFICATION:

 

16 April 2018

 

NEW/ UPDATE:

New

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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