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KOOTH PLC Major Shareholding Notification 2024
7750_mrq_2024-10-08_b2815202-9fc9-4aad-b307-f9720e29edef.html
Major Shareholding Notification
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National Storage Mechanism | Additional information 
RNS Number : 4350H
Kooth PLC
08 October 2024
8 October 2024
Kooth plc
("Kooth" or the "Company)
Holding in the Company
The Board of Kooth was informed 8 October 2024 that Root Capital Fund II Limited Partnership, trading under the name ScaleUp Capital, classified as a Person Closely Associated with Mr. Simon Philips, a Non-Executive Director of the Company, had sold 3,755,861 Ordinary Shares on 8 October 2024. ScaleUp Capital's interest is now 9,240,679 Ordinary Shares, representing 25.2% of the Company's issued share capital.
This transaction was undertaken on 8 October 2024 and was completed at a price of 280 pence per Ordinary Share.
The notification below, made in accordance with the requirements of the UK Market Abuse Regulation, provides further detail.
Enquiries:
| Kooth plc | [email protected] |
| Tim Barker, CEO | |
| Sanjay Jawa, CFO | |
| Stifel, Nominated Adviser & Sole Broker | +44 (0) 20 7710 7600 |
| Ben Maddison, Erik Anderson, Nicholas Harland, Ben Good | |
| FTI Consulting | [email protected] |
| Ben Atwell, Alex Shaw |
About Kooth plc:
Kooth (AIM:KOO) is a global leader in youth digital mental well-being. Our mission is to provide accessible and safe spaces for everyone to achieve better mental health. Our platform is clinically robust and accredited to provide a range of therapeutic support and interventions. All our services are predicated on easy access to make early intervention and prevention a reality.
Kooth is a fully safeguarded and pre-moderated community with a library of peer and professional created content, alongside access to experienced online counsellors. There are no thresholds for support and no waiting lists.
Kooth is the longest standing digital mental health provider to hold a UK-wide accreditation from the British Association of Counselling and Psychotherapy (BACP) and according to NHS England data for 2022/23 is now the largest single access provider for mental health support for under 18s.
In 2021, Kooth began executing on its international expansion strategy, with an initial focus on the US market. This focus is due to the growing recognition of the importance of improving youth mental health in this key global healthcare market, with 1-in-6 people aged 6-17 experiencing a mental health disorder each year.
For more information, please visit www.koothplc.com .
TR-1: S tandard form for notification of major holdings
| NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) | ||||||
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii : | Kooth plc | |||||
| 1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
| Non-UK issuer | ||||||
| 2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
| An acquisition or disposal of voting rights | X | |||||
| An acquisition or disposal of financial instruments | ||||||
| An event changing the breakdown of voting rights | ||||||
| Other (please specify) iii: | ||||||
| 3. Details of person subject to the notification obligation iv | ||||||
| Name | Root Capital Fund II LP | |||||
| City and country of registered office (if applicable) | London, United Kingdom | |||||
| 4. Full name of shareholder(s) (if different from 3.) v | ||||||
| Name | ||||||
| City and country of registered office (if applicable) | ||||||
| 5. Date on which the threshold was crossed or reached vi : | 8 October 2024 | |||||
| 6. Date on which issuer notified (DD/MM/YYYY): | 8 October 2024 | |||||
| 7. Total positions of person(s) subject to the notification obligation | ||||||
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) |
Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer (8.A + 8.B) vii | |||
| Resulting situation on the date on which threshold was crossed or reached | 25.2% | N/A | 25.2% | 9,240,679 | ||
| Position of previous notification (if applicable) |
35.5% | n/a | 35.5% | |||
| 8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii | |||||||||
| A: Voting rights attached to shares | |||||||||
| Class/type of shares ISIN code (if possible) |
Number of voting rights ix | % of voting rights | |||||||
| Direct (DTR5.1) |
Indirect (DTR5.2.1) |
Direct (DTR5.1) |
Indirect (DTR5.2.1) |
||||||
| GB00BMCZLK30 | 9,240,679 | 25.2% | |||||||
| SUBTOTAL 8. A | 9,240,679 | 25.2% | |||||||
| B 1: Financial Instruments according to DTR5.3.1R (1) (a) | |||||||||
| Type of financial instrument | Expiration date x |
Exercise/ Conversion Period xi |
Number of voting rights that may be acquired if the instrument is exercised/converted. |
% of voting rights | |||||
| SUBTOTAL 8. B 1 | |||||||||
| B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) | |||||||||
| Type of financial instrument | Expiration date x |
Exercise/ Conversion Period xi |
Physical or cash Settlement xii |
Number of voting rights | % of voting rights | ||||
| SUBTOTAL 8.B.2 | |||||||||
| 9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") |
||||
| Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii | ||||
| Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv |
X | |||
| Name xv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
| ScaleUp Capital Fund II | 23.4% | N/A | 23.4% | |
| ScaleUp Capital Fund IV | 1.5% | N/A | 1.5% | |
| ScaleUp Capital Ltd | 0.3% | N/A | 0.3% | |
| 10. In case of proxy voting, please identify: | ||||
| Name of the proxy holder | ||||
| The number and % of voting rights held | ||||
| The date until which the voting rights will be held | ||||
| 11. Additional information xvi | ||||
| Place of completion | London, England |
| Date of completion | 8 October 2024 |
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