TIDMKNB
RNS Number : 5903C
Kanabo Group PLC
13 June 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION OF THIS ANNOUNCEMENT WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION.THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY
INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN ANY JURISDICTION.
Neither this announcement, nor anything contained herein , shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
subscribe for or purchase any securities referred to in this
announcement except solely on the basis of the information
contained in the prospectus referred to in this announcement
(together with any supplementary prospectus, if relevant, the
"Prospectus"), including the risk factors set out therein,
published by Kanabo Group plc .
13 June 2023
Kanabo Group plc
("Kanabo", the "Company")
Admission of New Ordinary Shares
Publication of Prospectus
Total Voting Rights
Kanabo Group plc (LSE: KNB) , the patient focused healthcare
technology and medicinal cannabis company, is pleased to announce
that it has today received approval from the FCA of its prospectus
(the "Prospectus") and has published its Prospectus in relation to
the proposed issue of 38,461,492 Ordinary Shares ("2020 Deferred
Consideration Shares") in connection with the acquisition of Kanabo
Research Limited at a price of 6.5p and proposed issue of
72,831,186 Ordinary Shares ("Outstanding Consideration Shares") in
connection with the acquisition of The GP Service (UK) Ltd at a
price of 12.65p.
An electronic copy of the Prospectus dated 13 June 2023 will
shortly be available for inspection on the Company's website at
https://www.kanabogroup.com and will be submitted to the National
Storage Mechanism maintained by the FCA and will be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Admission to listing and trading
Application will be made to the FCA and the London Stock
Exchange for the Outstanding Consideration Shares to be admitted to
the Official List of the FCA and to trading on the Main Market for
listed securities of the London Stock Exchange ("Admission").
Admission is expected to take place on or around 28 June 2023. The
Outstanding Consideration Shares will rank pari passu with the
Company's existing Ordinary Shares.
The issue and allotment of the 2020 Deferred Consideration
Shares is subject to and conditional upon the approval by Enlarged
Shareholders at the 2023 AGM. Assuming such approval is received,
admission of the 2020 Deferred Consideration Shares to the Official
List of the FCA and trading on the Main Market for listed
securities of the London Stock Exchange is expected to become
effective and unconditional dealings are expected to commence
within five business days following the 2023 AGM. The 2020 Deferred
Consideration Shares will rank pari passu with the Company's
existing Ordinary Shares.
Lock-in arrangement
In relation to the GP Services Acquisition:
The Maven GP Sellers entered into lock-in agreements with Kanabo
pursuant to which they are prevented from disposing of any of the
Consideration Shares held by them (including any Outstanding
Consideration Shares), subject to certain exceptions, for a period
of 18 months from 21 February 2022. For a further period of 18
months following the expiry of the Lock-In Period (being 20 August
2023), each Maven GP Seller is subject to an orderly market
restriction.
The non-Maven GP Sellers entered into lock-in agreements with
Kanabo pursuant to which they are prevented from disposing of any
of the Consideration Shares held by them (including any Outstanding
Consideration Shares), subject to certain exceptions, for a period
of 36 months from 21 February 2022.
3,712,146 shares out of the 72,831,186 Outstanding Consideration
Shares are not subject to any lock-in restrictions.
Further details of the Lock-In Agreements are set out in the
Prospectus.
Total voting rights
The Company hereby notifies the market, in accordance with the
FCA's Disclosure Guidance and Transparency Rule 5.6.1, that on
Admission, the Company's issued share capital will consist of
573,216,379 Ordinary Shares, each with one vote. The Company does
not hold any Ordinary Shares in Treasury. On Admission, the total
number of voting rights in the Company will be 573,216,379 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 under the FCA's Disclosure Guidance and Transparency
Rules.
Unless otherwise defined, capitalised terms used in this
announcement shall have the same meaning as set out in the
Prospectus.
Expected timetable of principal events:
Admission & commencement of dealings 8.00 a.m. on or around
in the Outstanding Consideration Shares 28 June 2023
on the London Stock Exchange
CREST accounts of GP Sellers holding 8.00 a.m. on or around
in uncertificated form credited with 28 June 2023
Outstanding Consideration Shares
---------------------------
Despatch of share certificates for Outstanding within 7 days of Admission
Consideration Shares to GP Sellers holding
in certificated form
---------------------------
Admission & commencement of dealings within 5 business days
in the 2020 Deferred Consideration Shares following the 2023 AGM*
on the London Stock Exchange*
---------------------------
CREST accounts of Kanabo Research Sellers 8.00 a.m. on admission
holding in uncertificated form credited of the 2020 Deferred
with 2020 Deferred Consideration Shares* Consideration Shares*
---------------------------
Despatch of share certificates for 2020 within 7 days of admission
Deferred Consideration Shares to Kanabo of the 2020 Deferred
Research Sellers holding in certificated Consideration Shares*
form*
---------------------------
* Subject to and conditional upon approval by the Enlarged
Shareholders at the 2023 AGM.
All references to time are to London time unless otherwise
stated.
Directors' participation in the 2020 Deferred Consideration
Shares
Board members Mr David Tsur (Deputy Chair), Mr Avihu Tamir
(Chief Executive Officer) and former None-Executive director Mr Uzi
Danino (together "Directors and Ex-Directors") will all be issued
with shares as part of the 2020 Deferred Consideration Shares.
The number of shares issued under the 2020 Deferred
Consideration Shares for by each of these Directors and
Ex-Directors are set out below:
Director/Ex-Director Number of shares issue under
the 2020 Deferred Consideration
Shares
Mr David
Tsur 1,515,392
--------------------------------
Mr Avihu
Tamir 16,266,552
--------------------------------
Mr Uziel
Danino 616,014
--------------------------------
(*) The issue of the 2020 Deferred Consideration Shares is
subject and conditional upon approval by the Enlarged Shareholders
at the 2023 AGM. The Company will issue further announcements in
this regard.
Enquiries:
Kanabo Group plc via Vigo Consulting
Avihu Tamir, Chief Executive Officer +44 (0)20 7390 0230
Assaf Vardimon, Chief Financial Officer
Ian Mattioli, Non-Executive Chair of the Board
Peterhouse Capital Ltd (Financial Adviser
and Broker)
Eran Zucker / Lucy Williams / Charles Goodfellow +44 (0)20 7469 0930
Vigo Consulting (Financial Public Relations/Investor
Relations)
Jeremy Garcia / Fiona Hetherington / Verity
Snow +44 (0)20 7390
kanabo@vigoconsulting.com 0230
About Kanabo Group Plc
Kanabo Group Plc (LSE:KNB) is a healthtech company committed to
revolutionising patient care through its innovative technology
platform and disruptive product offerings. Since its inception in
2017, Kanabo has been focused on researching, developing, and
commercialising regulated medicinal cannabis-derived formulations
and therapeutic inhalation devices.
Kanabo's NHS-approved online telehealth platform, The GP
Service, provides patients with video consultations, online
prescriptions, and primary care services. The Company is a leader
in its field, focusing on improving patient outcomes and providing
more accessible healthcare experiences.
In March 2023, Kanabo successfully launched its Pain Clinic,
Treat It, under the expert guidance of its technological and
product expertise. Treat It initially focuses on chronic pain
management using plant-based medicine and treatments that are
currently unavailable through traditional channels.
At Kanabo Group Plc, we are dedicated to providing patients with
the highest quality medical treatments and more accessible
healthcare experiences.
Visit www.kanabogroup.com for more information.
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END
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