Results of WRAP Offer and Update on Subscription
Kropz Plc announced the results of its WRAP Retail Offer and a conditional subscription with the ARC Fund, raising total gross proceeds of approximately £917,431 from the issuance of 79,776,625 new ordinary shares. Retail investors subscribed for 299,640 shares, with ARC subscribing for the remaining 7,620,153 shares under underwriting arrangements. The issuance of these new shares is conditional upon South African Reserve Bank approval and admission to trading on AIM, expected on March 26, 2026. Following admission, the Company's issued share capital will be 1,647,367,866 ordinary shares.
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Kropz plc (AIM: KRPZ) today announces the result of its offer to its existing retail investors via the Winterflood Retail Access Platform (the "WRAP Retail Offer") and the results of its conditional subscription with the ARC Fund ("ARC") (the "Subscription").
Retail investors have conditionally subscribed in the WRAP Retail Offer for a total of 299,640 ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares") (the "WRAP Retail Offer Shares"). Consequently, ARC will subscribe for the remaining 7,620,153 ordinary shares under the Subscription in accordance with the underwriting arrangements (taking ARC's total subscription to 79,476,985 ordinary shares).
The Fundraising in aggregate comprised 79,776,625 New Ordinary Shares raising total gross proceeds of approximately £917,431 for the Company.
Exchange Control Approval and Admission
The issue of the total of 79,776,625 new ordinary shares (the "New Ordinary Shares") is conditional upon approval from the South African Reserve Bank ("Exchange Control Approval") and upon admission of the New Ordinary Shares to trading on AIM ("Admission") becoming effective. Application will be made to London Stock Exchange plc for Admission, which, subject to receipt of Exchange Control Approval, is expected to take place at 8.00 a.m. on 26 March 2026, being the fourth business day following the anticipated date of Exchange Control Approval. The date of Admission will be reconfirmed upon announcement of the receipt of Exchange Control Approval.
Total Voting Rights
Immediately following Admission, the Company's issued share capital will be 1,647,367,866 Ordinary Shares, with each share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. The total voting rights figure immediately following Admission, of 1,647,367,866 may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.
Concert Parties and Impact on Shareholdings
Following Admission, the updated interest of ARC and Kropz International will be:
Maximum Interests in Ordinary Shares
| Ordinary Shares | Maximum no. of further shares to be issued pursuant to the Existing Equity Facilities (1 ) | Maximum no. of further shares to be issued pursuant to the Convertible Loan Note (2) | Maximum shareholdings following Existing Equity Facilities, the Fundraising and Convertible Loan Note | |||
|---|---|---|---|---|---|---|
| No. | % | No. | No. | No. | % | |
| ARC (1) | 1,491,446,215 | 90.5% | 902,093,959 | 2,403,549,091 | 4,797,089,266 | 96.9% |
| Kropz International (2)(3)(4) | 54,933,474 | 3.3% | 0 | 0 | 54,933,474 | 1.1% |
| Concert Party | 1,546,379,689 | 93.9% | 902,093,959 | 2,403,549,091 | 4,852,022,740 | 98.0% |
- Assumes for illustrative purposes that the fully drawn Existing Equity Facilities are converted into equity.
- ZAR 200 Million Equity Facility - 219,272,938 ordinary shares (6)
- ZAR 177 Million Equity Facility - 96,378,566 ordinary shares (6)
- ZAR 550 Million Equity Facility - 586,442,455 ordinary shares (6)
- Assumes for illustrative purposes that the Convertible Loan Note is converted into equity:
- £35.1 million Convertible Loan Note - 2,403,549,091 ordinary shares
- ARC and Kropz International are deemed to be acting in concert as defined in the Code.
- Kropz International and ARC have entered into an arrangement pursuant to which Kropz International has granted to ARC a call option over 25,793,909 of its Ordinary Shares. The call option over Kropz International's Ordinary Shares can be exercised by ARC if the value of ARC's shareholding on the third anniversary of Admission is 20 per cent. lower than its value on IPO on 30 November 2018. The call option has an alternative settlement of cash or assets, if the transfer of the Ordinary Shares would require the transferee to make a Rule 9 offer for the Company pursuant to the City Code.
- Exchange rates used are fixed at:
- ZAR 200 Million Equity Facility - GBP 1 = ZAR 20.24
- ZAR 177 Million Equity Facility - GBP 1 = ZAR 19.84
- ZAR 550 Million Equity Facility - GBP 1 = ZAR 20.48
- ZAR 821 Million Convertible Loan Note - GBP 1 = ZAR 23.81
Terms used but not defined in this announcement have the same meaning as set out in the Company's announcement released at [4:31pm] [20 February 2026].
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.