Placing and Proposed Directors Subscription
20 December 2018
Eight Peaks Group PLC
("8PG" or the "Company")
Placing Raises £610,000
Proposed director' subscription for an additional £170,000
Eight Peaks Group PLC announces that it has raised £610,000 by way of a placing of 6,100,000 new ordinary shares of 0.1 pence each ("Ordinary Shares") to new and existing shareholders at a price of 10 pence per new Ordinary Share (the "Placing"). The closing price of Ordinary Shares on 19 December 2018 was 9.25 pence.
In addition, Zafar Karim, Executive Chairman of the Company, and Lord Nicholas Monson, Non-Executive Director of the Company, respectively, are shortly expected to subscribe for 1,700,000 Ordinary Shares to raise a further £170,000 on the same terms.
8PG will use the proceeds primarily to make further investments and for general working capital purposes. Initially, 8PG intends to use the funds to make a further investment in its largest investment, Virtualstock Holdings Limited, by way of a convertible loan with conversion rights and attached warrants.
Zafar Karim, Executive Chairman of Legendary, said:
"We are pleased with the fundraising and welcome our new shareholders to the register.
"Our confidence in the business is underlined by the intention of both Lord Monson and me to subscribe for a total of 1,700,000 shares in this Fundraising. This will take Lord Monson's and my stakes to 4.0% and 7.9%, respectively.
"We look forward to reporting on developments in due course."
Details of the Director Subscription and Related Party Transaction
Zafar Karim, Executive Chairman of the Company, and Lord Nicholas Monson, Non-Executive Director, intend, within a few days following this announcement, to subscribe for a total of 1,700,000 new Ordinary Shares at a price of 10 pence per share ("Director Subscription"). Following this, Zafar Karim and Lord Nicholas Monson, will have beneficial interests in 1,412,861 and 720,000 Ordinary Shares, respectively, representing approximately 7.9% and 4.0%, respectively, of the enlarged Ordinary Share capital of the Company following the Placing and the proposed directors' subscription. Zafar Karim and Lord Nicholas Monson also hold 837,773 and 265,118 options, respectively, with an exercise price of 75.4 pence per Ordinary Share
Zafar Karim and Lord Nicholas Monson are related parties to 8PG, as defined in the AIM Rules for Companies and the Director Subscription is a related party transaction for the purposes of Rule 13 of the AIM Rules ("Related Party Transaction").
Thomas Reuner, being the Independent Director for the purposes of the Related Party Transaction, considers, having consulted with the Company's nominated adviser, Grant Thornton UK LLP, that the terms and conditions of the Director Subscription are fair and reasonable insofar as the shareholders of the Company are concerned.
Details of the Fundraising
Completion of the Placing is conditional, inter alia, upon admission of the new Ordinary Shares to trading on AIM ("Admission").
Settlement and Dealings
Application has been made for the 6,100,000 new Ordinary Shares to be issued under the Placing, which will rank pari passu with the existing Ordinary Shares in the Company, to be admitted to trading on AIM. It is expected that Admission will become effective and dealings will commence on or around 8:00a.m. on or around 31 December 2018. A further application will be made for the admission of the directors' subscription shares on completion of the subscription.
Total Voting Rights
Following the Placing
Following the issue of the new Ordinary Shares under the Placing, the issued share capital of the Company will consist of 16,288,255 Ordinary Shares. No shares are held in treasury at the date of this announcement. The total current voting rights in the Company is therefore 16,288,255.
This figure of 16,288,255 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Following the proposed directors' subscription
On completion of the proposed directors' subscription, the issued share capital of the Company would consist of 17,988,255 Ordinary Shares. No shares are held in treasury at the date of this announcement. The total current voting rights in the Company would therefore be 17,988,255.
This figure of 17,988,255 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
- ENDS -
Eight Peaks Group PLC
Zafar Karim / Thomas Reuner
0207 583 8304
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Grant Thornton UK LLP
Colin Aaronson / Harrison Clarke/ Seamus Fricker
020 7383 5100
S.P. Angel Corporate Finance LLP
020 3470 0470
The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
About Eight Peaks Group PLC
Eight Peaks Group PLC focuses on assisting companies and making investments which exhibit the potential to generate returns of many multiples through capital appreciation. Typically, Eight Peaks takes stakes in small companies where there are clear catalysts for value appreciation and the companies are operating in sectors exhibiting long term growth. Examples of such sectors include technology, energy and natural resources.
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