The following information is disclosed by Kin Group Plc ("Kin" or the "Company") in accordance with Rule 26 of the AIM Rules. These requirements were last reviewed and updated by the company on 15 November 2017.


Business

The Company became a "Rule 15 Cash Shell" under Rule 15 of the AIM Rules on 30 August 2017 following the directors of Kin Wellness Limited, the Company's principal trading subsidiary, having appointed Simon Harris and Ben Woodthorpe of ReSolve Partners Limited as administrators to Kin Wellness Limited with effect from 30 August 2017. On 8 September 2017 the administrators completed the sale of the business and certain assets of Kin Wellness Limited to SMG Investment Holdings Pty Limited, an Australian company based in Brisbane, ("SMG") for an aggregate cash consideration of £50,000.

Within six months of becoming an AIM Rule 15 Cash Shell, the Company must make an acquisition or acquisitions which constitute(s) a reverse takeover under AIM Rule 14.  In the event that the Company does not complete a reverse takeover under AIM Rule 14 within six months of becoming a Rule 15 Cash Shell, the London Stock Exchange will suspend trading in the Company's AIM securities pursuant to AIM Rule 40.  The London Stock Exchange will cancel the admission of the Company's AIM securities pursuant to AIM Rule 41 where they have been suspended from trading for six months.

On 15 November 2017 the Company completed its Corporate Voluntary Arrangement and raised £1 million before expenses by way of a placing of new ordinary shares.

Directors

Donald Stewart - Chairman

Appointed in November 2015, Donald is a solicitor and has practiced corporate law, particularly focused on smaller quoted companies, for almost 30 years. Between April 2013 and July 2015 he was on the board of Progility Plc and, before that, had been a corporate partner in the London office of a global law firm. He is a former director (and past chairman) of the Quoted Companies Alliance, the UK not-for-profit organisation dedicated to promoting the cause of smaller quoted companies.

John Taylor

John is an adaptable business turnaround consultant with a flair for execution and motivating teams to make positive and impactful change.  Since July 2015, John has worked on the turnaround of Northern Aerospace, a leading supplier of precision machined parts to the aerospace industry.  Prior to that he spent over 20 years in the military, commanding attack helicopter formations and advising senior government ministers at the strategic level.  Between 2013 and 2015 he was senior strategic communications officer for the Ministry of Defence responsible for Army matters.  Between 2009 and 2013 he was regimental second in command and acting commanding officer of 3 Regiment Army Air Corps following 3 years as an attack helicopter squadron commander with 4 Regiment Army Air Corps.

Lindsay Mair

Lindsay is an experienced investment banker with extensive capital markets experience in a broad range of sectors acquired over a thirty year career in the City.  He is a director of corporate finance at SP Angel Corporate Finance LLP and previously worked in the corporate finance departments of a number of City firms including Sanlam, Astaire Securities (as managing director) and Daniel Stewart and Corporate Synergy (both as head of corporate finance).

Corporate Governance and Board Responsibilities

The Group uses the requirements of the UK Corporate Governance Code as an indicator of best practice. The Directors are committed to ensuring appropriate standards of Corporate Governance are maintained by the Group.

The Board recognises its collective responsibility for the long term success of the Group. It assesses business opportunities and seeks to ensure that appropriate controls are in place to assess and manage risk. The Board agrees and monitors the progress of a variety of Group activities. These include strategy, business plan and budgets, acquisitions, major capital expenditure and consideration of significant financial and operational matters. The Board also monitors the exposure to key business risks and considers legislative, environmental, employment, quality and health and safety issues.

During a normal year there is a minimum of ten scheduled Board meetings with other meetings being arranged at shorter notice as necessary. The Board agenda is set by the Chairman in consultation with the other Directors.

Under the provisions of the Company's Articles of Association all Directors are required to offer themselves for re-election at least once every three years. In addition, under the Articles, any Director appointed during the year will stand for election at the next following annual general meeting, ensuring that each Board member faces re-election at regular intervals.

All of the Directors have access to the advice and services of the Company's legal counsel.

The Board has two principal standing committees: the Audit Committee and the Remuneration Committee, each with specific terms of reference.

Audit Committee

The Audit Committee comprises Lindsay Mair (Chair), John Taylor and Donald Stewart.

It meets a minimum of twice a year and its remit is to review the annual and interim accounts and the appropriateness of accounting policies, to review the internal controls and financial reporting, and to make recommendations on these matters to the Board. It also considers the appointment and fees of the external auditor, the resulting auditor reports and discusses the action taken on problem areas identified by Board members or in external audit reports. The Chairman of the Audit Committee reports the outcome of the Audit Committee meetings to the Board and the Board receives the minutes of all Audit Committee meetings.

Remuneration Committee

The Remuneration Committee comprises John Taylor, Donald Stewart and Lindsay Mair. It is chaired by John Taylor. It meets a minimum of twice a year. Its remit is to assess the performance of the Directors and to consider and make recommendations to the Board on remuneration policy for Directors and Senior Managers of the required calibre.

Incorporation

The Company is incorporated in England and Wales with registered number 04466195.

The Company's registered office is at 201 Temple Chambers 3-7 Temple Avenue, London EC4Y 0DT.

Its main country of operation is the United Kingdom.

Articles of Association

The Company's Articles of Association can be found here

Shareholder Information

Shares

The Company's shares are admitted to trading on AIM.

There are no other exchanges or trading platforms to which the Company has applied or agreed to have any of its securities (including its AIM securities) admitted or traded.

There are no restrictions on the transfer of securities.

Total issued share capital 25,010,280
Total Voting Capital 25,010,280
Percentage issued share capital not in public hands 17.84%

Significant Shareholders

As of 27 November 2017 Kin Group Plc had been notified of the following holdings comprising more than three per cent of the issued share capital of the company:

Shareholder name Number of shares Holding %
NW1 Investments Limited 3,996,307 15.98
Rodger Sargent 1,100,000 4.4
Courtney Investments Limited 1,000,000 4
Jon Hale 1,000,000 4
David Evans 900,000 3.59
Chris Akers 800,000 3.2

Directors shareholdings

As of 15 November 2017 the directors of Kin Group Plc had interests in the following numbers of shares in the company:

Director Number of shares Holding % Number of warrants
Donald Stewart 156,400 0.63% 275,102
John Taylor 60,000 0.24% 515,205
Lindsay Mair 250,000 1% 312,602

Takeover Code

The Company is subject to the UK City Code on Takeovers and Mergers.

Company announcements

Announcements made by the Company in the past 12 months can be found on the London Stock Exchange

27 November 2017 TR-1: notification of major holdings
23 November 2017 TR-1: notification of major holdings
21 November 2017 TR-1: notification of major holdings
17 November 2017 TR-1: notification of major holdings
17 November 2017 TR-1: notification of major holdings
15 November 2017 Director/PDMR shareholding - Issue of warrants
15 November 2017 Change of Registered Office, appointment of Company Secretary and Total Voting Rights
15 November 2017 Board changes effective
15 November 2017 Update on Suspension, CVA, Placing
14 November 2017 Director/PDMR shareholding - new shares acquired as part of the CVA
13 November 2017 Result of General Meeting
27 October 2017 Consolidation of share capital and Notice of General Meeting
26 October 2017 Update on CVA, Placing and suspension
and
proposed Share Consolidation
25 October 2017 Total Number of CVA Capitalisation Shares
24 October 2017 Results of Creditors' Meeting, Shareholders' CVA Meeting and General Meeting
05 October 2017 Proposed CVA, Placing and proposed Board Changes update
03 October 2017 Proposed CVA, Placing and proposed Board Changes
28 September 2017 Interim Results for the six months ended 30 June 2017
11 September 2017 Update re suspension
31 August 2017 Update re suspension: Administrators appointed
23 August 2017 Update re suspension
20 July 2017 Loan Note Conversion, Issue of Warrants & Equity
18 July 2017 Statement re. Suspension
18 July 2017 Suspension - Kin Group plc
07 July 2017 TR-1: Notification of major interest in shares
03 July 2017 Conversion of loan notes, issue of warrants & TVR
20 June 2017 Non Regulatory - new contract - NHS Trust
14 June 2017 Grant of Options
13 June 2017 Convertible Loan Notes update
30 May 2017 Conversion of Loan Notes, Issue of Warrants & TVR
15 May 2017 Convertible Loan Note Facility
05 May 2017 Result of AGM, Change of Name and TVRs
11 April 2017 Posting of Annual Report and Notice of AGM
11 April 2017 Non Regulatory - Customer renewal
05 April 2017 Publication of Annual Report & Accounts
04 April 2017 Proposed Change of Name
03 April 2017 Final Results for the year ended 31 December 2016
22 February 2017 Non Regulatory - New client contract win
16 February 2017 Non Regulatory - Results of Case Study
13 February 2017 Change of Registered Office
25 January 2017 Completion of Placing
19 January 2017 Restoration - Fitbug Holdings plc
19 January 2017 Trading Update
18 January 2017 New customer win covering 14,000 employees
18 January 2017 Suspension - Fitbug Holdings Plc
16 January 2017 Change of Adviser

Admission Document and Circulars

The Company's admission document can be found here

Circulars sent to shareholders within the past 12 months


27 October 2017 Notice of General Meeting held on 13 November 2017
   
05 October 2017 CVA Proposal
  Standard Terms and conditions which form Appendix XI of the Proposal
  Nominees Report
  CVA Circular
   
29 June 2016 Proposed Placing and Notice of General Meeting

 

 

Advisers

Company Secretary

Liam O'Donoghue,
One Advisory Limited,
201 Temple Chambers 3-7 Temple Avenue,
London
EC4Y 0DT

Nominated Adviser

SPARK Advisory Partners Limited,
5 St John's Lane,
London
EC1M 4BH

Auditors

Hazlewoods LLP,
Windsor House,
Bayshill Road,
Cheltenham
GL50 3AT

Registrars

Neville Registrars Limited,
Neville House,
18 Laurel Lane,
Halesowen
B63 3DA

Broker

Peterhouse Corporate Finance Limited,
New Liverpool House,
15 Eldon Street,
London
EC2M 7LD

Solicitors

Hewitson Moorhead,
3 Dorset Rise,
London
EC4Y 8EN

 

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Page last updated: 11 January 2018