PrimaryBid.com Offers

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF K3 CAPITAL GROUP PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

K3 Capital Group plc

("K3" or the "Company")

PrimaryBid.com Offer

K3 Capital Group plc (AIM:K3C), a leading business and company sales specialist in the UK listed on AIM, is pleased to announce, a conditional offer for subscription via PrimaryBid (the "PrimaryBid Offer") for new ordinary shares of 1p each in the Company ("New Ordinary Shares") at an issue price of 150 pence per New Ordinary Share (the "Issue Price"), being a discount of 14.8 per cent to the closing mid-price on 26 June 2020.

The Company is also conducting a placing of new ordinary shares at the Issue Price (the "Company Placing") by way of an accelerated bookbuild process being carried out by finnCap Ltd (the "Bookbuild Process") at the Issue Price, as announced earlier today. The Company has also conducted a vendor placing to institutional and other investors (the "Vendor Placing"), for which finnCap has conditionally procured subscribers and a direct subscription (the "Subscription") (the PrimaryBid Offer, Vendor Placing, Company Placing and Subscription together being the "Fundraising") as announced at 7 a.m. on 29 June 2020 (the "Fundraising Announcement").

It is proposed that the shares the subject of the Vendor Placing, Initial Consideration Shares not subject to the Vendor Placing and shares to be issued pursuant to the Subscription will together comprise of 6,198,521 new Ordinary Shares that will be allotted pursuant to existing authorities and powers to allot shares on a non-pre-emptive basis and will be admitted to trading on AIM on 1 July 2020 (the "First Admission").  The allotment of the balance of shares (if any) to be issued in connection with the Fundraising will be subject to, amongst other things, Shareholders' approval, with a circular to Shareholders (including a notice of general meeting) expected to be despatched on or around 30 June 2020. Such shares are expected, subject to the passing of the resolutions ("Resolutions") at the Company's general meeting, to be admitted to trading on AIM at 8.00 am on 20 July 2020 (the "Second Admission").

The PrimaryBid Offers are conditional upon (amongst other things) the Placing Agreement not having been terminated and Second Admission occurring on or before 8.00 a.m. on 20 July 2020 (or such later date and/or time as finnCap and the Company may agree, being no later than 3 August 2020).

The Company will use the funds raised from the Fundraising for its acquisition of randd, for further complementary acquisitions and to satisfy fees payable in relation to the Fundraising and the Acquisition.

PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The PrimaryBid Offer, via the PrimaryBid.com platform, will be open to retail investors with immediate effect following release of this Announcement. The PrimaryBid Offer, via the PrimaryBid.com platform, will be open to individual and institutional investors from 7a.m. on 29 June 2020 to 12 p.m. on 29 June 2020. The PrimaryBid Offer may close early if it is oversubscribed.

Subscriptions under the PrimaryBid Offer will be considered by the Company on a "first come, first served" basis, subject to conditions which are available to view on PrimaryBid.com.

The Company, in consultation with PrimaryBid, reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid.com or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or call PrimaryBid.com on +44 20 3026 4750. 

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Capitalised terms used in this announcement and not defined herein shall have the meanings given to them in the Fundraising Announcement.

Details of the PrimaryBid Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the PrimaryBid Offer. The Company is therefore making the PrimaryBid Offer available exclusively through PrimaryBid.com.

The PrimaryBid Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The PrimaryBid Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £100 per investor under the terms of the PrimaryBid Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.com. This allocation will be filled on a "first come first served" basis.

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com. The terms and conditions on which the PrimaryBid Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.