Kooth

Kooth’s major shareholder restructured its holdings with no change in overall control.

What the company is saying

Kooth plc discloses an internal reorganisation of shareholdings managed by ScaleUp Capital Limited, a person closely associated with Non-Executive Director Simon Philips. The company details that Root Capital Fund II LP transferred 2,666,667 shares to ScaleUp 2026 LP and 762,938 shares to ScaleUp Capital Limited, both at £1.35 per share, via off-market transfers. The announcement emphasises that all involved vehicles are managed or controlled by ScaleUp Capital Limited and that the aggregate ScaleUp-controlled interest remains unchanged at 9,240,679 shares, representing 25.4% of Kooth’s issued share capital. Simon Philips’ beneficial shareholding, including persons closely associated with him, is also unchanged. The tone is strictly factual and procedural, with no claims of strategic or operational impact. The company provides a detailed breakdown of pre- and post-transaction holdings for each entity involved.

What the data suggests

The disclosed figures show that Root Capital Fund II LP reduced its holding from 8,574,012 shares (23.56%) to 5,144,407 shares (14.14%), transferring a total of 3,429,605 shares. ScaleUp 2026 LP, previously holding no shares, now holds 2,666,667 shares (7.33%), while ScaleUp Capital Limited increased its holding from 102,041 shares (0.28%) to 864,979 shares (2.38%). ScaleUp Capital Fund IV LP’s holding remains unchanged at 564,626 shares (1.55%). The aggregate ScaleUp-controlled holding is unchanged at 9,240,679 shares (25.40%) before and after the transaction. All transfers were executed off-market at £1.35 per share on 23 October 2026. There is no change in beneficial ownership or voting control, and no operational or financial performance data is provided. The data is internally consistent and fully supports the company’s narrative of a technical reallocation rather than a substantive change in ownership.

Analysis

The announcement is a factual disclosure of an internal reorganisation of shareholdings among funds managed by ScaleUp Capital Limited, with all relevant numerical details provided. There are no forward-looking statements, projections, or claims of future benefit—every claim is realised and supported by specific numbers. The tone is neutral and strictly informational, with no promotional or exaggerated language. No capital outlay, operational change, or financial impact is implied or claimed. The aggregate shareholding and beneficial interest remain unchanged, and there is no attempt to frame the transaction as value-creating or strategically significant. The data fully supports the narrative, and there is no gap between perception and reality.

Risk flags

• ●The concentration of 25.4% of Kooth’s issued share capital under ScaleUp Capital Limited’s management means that any future changes in ScaleUp’s strategy or structure could materially affect Kooth’s shareholder base and governance.
• ●The internal reorganisation does not alter the aggregate holding, but the redistribution among ScaleUp-controlled entities could signal future flexibility for further transfers or disposals, which may introduce uncertainty for minority shareholders.
• ●As Simon Philips is a Non-Executive Director and closely associated with ScaleUp, there is a potential governance risk if interests between the board and a major shareholder diverge, though no such issue is indicated in this announcement.

Bottom line

This announcement documents a technical reshuffling of Kooth plc shares among funds managed by ScaleUp Capital Limited, with no change in the aggregate 25.4% holding or the beneficial interest of Non-Executive Director Simon Philips. The transaction was executed off-market at £1.35 per share and does not affect Kooth’s operational direction, financial position, or control structure. The disclosure is clear, detailed, and leaves no ambiguity about the unchanged nature of overall ownership. Investors should understand this as an administrative move with no immediate impact on company fundamentals or strategy. The key takeaway is that while the internal structure of a major shareholder has shifted, Kooth’s external ownership landscape remains stable.

Announcement summary

(AIM:KOO) Kooth plc announced that on 23 October 2026, it received notification from ScaleUp Capital Limited, a person closely associated with Simon Philips, Non-Executive Director of Kooth, regarding an internal reorganisation of shareholdings managed by ScaleUp. Root Capital Fund II LP transferred 2,666,667 ordinary shares to ScaleUp 2026 LP and 762,938 ordinary shares to ScaleUp Capital Limited, both at a price of £1.35 per share, via off-market transfers. All vehicles involved are managed or controlled by ScaleUp Capital Limited. Following the reorganisation, the aggregate interest of ScaleUp-controlled vehicles remains at 9,240,679 ordinary shares, representing 25.4% of Kooth's issued share capital, with no change in total holdings. Simon Philips' beneficial shareholding, including persons closely associated with him, remains unchanged as a result of the reorganisation. After the transfers, Root Capital Fund II LP holds 5,144,407 shares (14.14%), ScaleUp 2026 LP holds 2,666,667 shares (7.33%), ScaleUp Capital Limited holds 864,979 shares (2.38%), and ScaleUp Capital Fund IV LP holds 564,626 shares (1.55%). The aggregate ScaleUp-controlled holding before and after the transaction is 9,240,679 shares (25.40%). The transactions were conducted off-market on 23 October 2026. The financial instrument involved is ordinary shares of £0.05 each, ISIN: GB00BMCZLK30. The notification was made as an initial notification. Kooth plc's CEO is Kate Newhouse and its CFO is Sanjay Jawa. The company's nominated adviser and joint broker is Stifel, and Canaccord Genuity acts as joint broker. The company's LEI is 2138001YLGO1L8UYOM90.

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