Kelso : Summary Document

KELSO GROUP HOLDINGS PLC

SUMMARY

This summary should be read as an introduction to the prospectus constituted by this summary, the securities note and the registration document, each issued by Kelso Group Holdings plc ("Company") on 12 May 2023 ("Prospectus").

1. Introduction and Warnings

Name and ISIN of Securities	Ordinary shares of GBP 0.01 each in the Company (ISIN:
	GB00BK1VJS23)
Identity and contact details	The Company was incorporated and registered in England and Wales
of Issuer	on 7th August 2018 with registered number 11504186, and its
	registered address is Eastcastle House, 27-28 Eastcastle Street,
	London,	United	Kingdom,	W1W	8DH	(LEI:
	213800K4RRUZLUE5GC02)
	The Company can be contacted on [phone].
Competent authority	Financial Conduct Authority ("FCA"), 12 Endeavour Square, London
approving the Prospectus	E20 1JN, telephone [phone].
Date of approval of the	12 May 2023
Prospectus
Warnings	(a) This summary should be read as an introduction to the
	Prospectus.
	(b) Any decision to invest in the securities should be based on
	consideration of the Prospectus as a whole by the investor.
	(c) An investor could lose all or part of their invested capital.
	(d) Where a claim relating to the information contained in the
	Prospectus is brought before a court, the plaintiff investor might,
	under national law, have to bear the costs of translating the
	Prospectus before the legal proceedings are initiated.
	(e) Civil liability attaches only to those persons who have tabled this
	summary including any translation thereof but only if this summary
	is misleading, inaccurate or inconsistent when read together with
	the other parts of the Prospectus, or where it does not provide,
	when read together with the other parts of the Prospectus, key
	information in order to aid investors when considering whether to
	invest in such securities.

2. Key information on the Issuer Who is the Issuer of the securities?

Domicile and legal form	The Company is domiciled in England and was incorporated in
	England and Wales on 7th August 2018 as a limited company with
	registered number 11504186. It was re-registered as a public limited
	company on 11 March 2019. (LEI: 213800K4RRUZLUE5GC02). It
	changed its name to Kelso Group Holdings plc on 22 November
	2022.
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Principal activities	The Company's strategy is to raise funds and make an acquisition,
	most likely by a reverse takeover, or to acquire minority equity
	interests in a target company, business or assets. The Company has
	acquired an interest in 8.0m ordinary shares in THG plc consisting
	of ordinary shares and interests by way of contracts for difference.
Major shareholders	Save as set out below, as at 4 May 2023, being the last practicable
	date prior to the publication of this document, the Company is not
	aware of any person who, directly or indirectly, has or will have an
	interest in its share capital or voting rights which is notifiable under
	UK law (under which pursuant to CA 2006 and the Listing Rules and
	the Disclosure Guidance and Transparency Rules of the FCA, a
	holding or 3% or more will be notified to it), or who can, or could
	following the Placing, directly or indirectly exercise control over the
	Company:
Name	No of existing	% prior to	No of Ordinary	% on Admission
	Ordinary Shares	Admission	Shares on
			Admission
John Howard Goold	19,750,000	10.00	39,750,000	12.52
Jamie Brooke	12,500,000	6.33	20,500,000	6.46
Jason Walker	6,000,000	3.04	22,000,000	6.93
Martin Bolland	6,000,000	3.04	10,000,000	3.15
Roger MacDowell	6,000,000	3.04	10,000,000	3.15
Umar Kamani	6,000,000	3.04	10,000,000	3.15
Killik & Co	6,000,000	3.04	9,600,000	3.02
Nigel Wray	7,500,000	3.80	7,500,000	2.36
Gavin Petken	6,250,000	3.16	6,250,000	1.97
Mark Adrian Kirkland	6,000,000	3.04	6,200,000	1.95
Luke Johnson	6,000,000	3.04	6,000,000	1.89
David Poutney	6,000,000	3.04	6,000,000	1.89
Paul Hogarth	6,000,000	3.04	6,000,000	1.89
Edward Woodward	6,000,000	3.04	6,000,000	1.89
Key managing directors	The Directors are John Howard Goold, Mark Adrian Kirkland,
	Jamie Brookes, Sir Nigel Knowles and David Charters.
Statutory auditors	The statutory auditors of the company are Royce Peeling Green
	Limited.

What is the key financial information regarding the issuer?

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Set out below is the audited balance sheet as at 31 December 2022 (where there is no qualification), 31 December 2021 (where there is no qualification) and 31 December 2020 (where there is no qualification), and interim balance sheets as at 30 June 2022 (unaudited with no qualification) and 30 June 2021 (unaudited with no qualification).

As at 31	As at 31	As at 31	As at 30	As at 30
December	December	December	June 2022	June 2021
2022	2021	2020	(unaudited)	(unaudited)
£	£	£	£	£

Assets

Current assets

Trade and other receivables	9,006	47,589	1,500	92,441	1,500
Cash and cash equivalents	332,971	576,022	10,085	439,922	680
Total current assets	341,977	623,611	11,585	532,363	2,180
Total assets	341,977	623,611	11,585	532,363	2,180
Liabilities
Current liabilities
Trade and other payables	(44,198)	(36,508)	(3,200)	(17,287)	(11,200)
Total current liabilities	(44,198)	(36,508)	(3,200)	(17,287)	(11,200)
Net current assets	297,779	587,103	8,385	515,076	(9,020)
Net assets	297,779	587,103	8,385	515,076	(9,020)
Capital and reserves
attributable to shareholders of
the Company
Share capital	475,250	475,250	85,000	475,250	85,000
Share premium	320,150	320,150	-	320,150	-
Retained loss	(497,621)	(208,297)	(76,615)	(280,324)	(94,020)
Total equity	297,779	587,103	8,385	515,076	(9,020)
		Pence	Pence	Pence	Pence	Pence
Net Assets per Share	0.6	1.235	0.099	1.084	0.106
	What are the key risks that are specific to the issuer?
		Set out below is a summary of the most material risk factors specific
		to the Company:

• The Company's principal assets are interests in shares of THG plc consisting of ordinary shares and CFDs and its success is

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intrinsically linked to the performance of THG plc.

• The Company has only a minority interest in THG plc and therefore has no control rights.
• The Company has a limited operating history.
• The Company is dependent on the Directors to identify potential acquisition opportunities and to execute one or more Acquisitions or Minority Acquisitions.
• If the Company does not acquire the entire equity in a target company it may not have sufficient control over the acquired target to implement its strategy.
• The Directors are not obliged to commit their whole time to the Company's business; they may allocate a portion of their time to other businesses which may lead to the potential for conflicts of interest in their determination as to how much time to assign to the Company's affairs.
• The Company cannot offer any assurance that all of the significant risk factors in a particular target can be identified or properly assessed.
• Readmission of the Company's securities to listing on the Official List and trading on the London Stock Exchange or admission to another stock exchange following a Reverse Takeover is not guaranteed and the Company will need to fulfil the eligibility requirements on an application for readmission.

3. Key information on the securities.

What are the main features of the securities?

Type, class and ISIN of	The Company will issue new Ordinary Shares of 1p each under the
securities	Placing. The ISIN of the Ordinary Shares is GB00BK1VJS23.
	As at 4 May 2023, being the last practicable date prior to the
	publication of this document, the issued fully paid capital of the
	Company is 197,525,000 Ordinary Shares, with no shares held in
	treasury.
Currency, par value and	The currency of the Ordinary Shares is Sterling, the shares having a
number to be issued	par value of 1p each.
	Pursuant to the Placing, the Company will issue up to 120,000,000
	new Ordinary Shares at GBP 0.025 per share to raise up to GBP
	3,000,000. If Admission is not achieved, then monies subscribed will
	be returned to investors in full.

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Rights attaching to the	The shares being offered by the Company under the Placing have the
securities	following rights:
	As regards income:
	Holders of Ordinary Shares are entitled to receive all dividends and
	other distributions made, paid or declared by the Company after
	allotment and issue pari passu and equally with each other and with
	existing Ordinary Shares.
	As regards capital:
	On a winding-up or other return of capital, the holders of Ordinary
	Shares are entitled to share in any surplus assets pro rata to the
	amount paid up on their Ordinary Shares.
	As regards voting and general meetings:
	Each Ordinary Share carries the right to receive notice of and to
	attend and/or vote at any general meeting of the Company.
	As regards redemption:
	The Ordinary Shares are not redeemable.
	As regards conversion:
	The Ordinary Shares have no conversion rights.
Seniority of securities	The Ordinary Shares being offered by the Company will rank equally
	with the existing Ordinary Shares in the event of an insolvency of the
	Company.
Restrictions on free	There are no restrictions on the free transferability of the Ordinary
transferability of securities	Shares
Dividend policy	The objective of the Directors is the achievement of substantial
	capital growth. For the foreseeable future, it is unlikely that the
	Directors will declare a dividend.
Where will the securities be	Application will be made for the Ordinary Shares (issued and to be
traded?	issued) to be admitted to the Official List of the FCA by means of a
	Standard Listing and to trading on the Main Market of the London
	Stock Exchange. It is expected that Admission will become effective
	and that unconditional dealings will commence on the London Stock
	Exchange at 08.00 hours on 31 May 2023.

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