TIDMMOGP
RNS Number : 8846Q
Mountfield Group plc
02 March 2021
2 March 2021
Mountfield Group Plc
("Group" or "Company")
Result of GM, Issue of Equity and Restoration of Trading
Mountfield Group Plc announces that, at the general meeting held
earlier today ("General Meeting"), all resolutions were duly
passed. Details of the voting are shown below:
Resolution Votes for (1) % Votes against % Votes withheld %
Resolution 1 141,934,747 99.78 316,409 0.22 0 0.00
Resolution 2 141,934,747 99.78 316,409 0.22 0 0.00
Resolution 3 141,934,747 99.78 316,409 0.22 0 0.00
Resolution 4 141,934,747 99.78 316,409 0.22 0 0.00
Resolution 5 141,934,747 99.78 316,409 0.22 0 0.00
Resolution 6 141,934,747 99.78 316,409 0.22 0 0.00
Notes
1 - Includes discretionary votes
As a result of the passing of the resolutions at the General
Meeting, shareholders have approved, inter alia, the disposals of
Mountfield Building Group Limited ("MBG") and Connaught Access
Flooring Holdings Limited ("Connaught"), which are expected to
complete on or around 3 March 2021 ("Completion"), and the
completion of a placing to raise GBP3.1 million ("Placing") before
expenses conditional on Admission. Further details regarding the
resolutions are set out in the Company's circular of 15 February
2021 ("Circular").
Trading in the Company's ordinary shares on AIM will be restored
from 07:30 a.m. on 3 March 2021.
Placing, Issue of Equity and Director's Dealing
Following the passing of the resolutions, the Company has raised
GBP3.1 million before expenses ("Placing") via Peterhouse Capital
Limited by way of a placing of 1,569,620,253 ordinary shares of
GBP0.001 each ("Placing Shares") at a price of GBP0.001975 per
share ("Placing Price"). In addition, the Company has allotted,
conditional only on Admission, 28,354,430 new ordinary shares at
the Placing Price in respect of contractual liabilities and costs.
Accordingly, the Company allotted, conditional only on Admission,
in aggregate, 1,597,974,683 new ordinary shares ("New Ordinary
Shares") at the Placing Price.
The New Ordinary Shares will, when issued, be credited as fully
paid and will rank pari passu in all respects with the existing
ordinary shares including the right to receive all dividends and
other distributions declared on or after the date on which they are
issued.
The Company has also granted, conditional only on Admission,
1,647,594,936 warrants, details of which are set out in the
Circular.
Application has been made to the London Stock Exchange for the
New Ordinary Shares to be admitted to trading on AIM ("Admission").
It is expected that Admission will become effective and that
dealings in the New Ordinary Shares, will commence on AIM at 8.00
a.m. on 3 March 2021.
Included in the conditional allotment of New Ordinary Share are
13,164,557 ordinary shares to Peter Jay, a director, in settlement
of contractual liabilities. On Admission, Peter Jay will hold an
interest of 36,664,557 ordinary shares representing 1.98 per cent
of the enlarged issued share capital.
Change of Name
Following shareholders' approval at the General Meeting, the
change in the Company's name to U.K. SPAC plc will become effective
upon the issuance of a Certificate of Change of Name from the
Registrar of Companies. Application will also be made for a change
of TIDM once the Company is in receipt of the Certificate of Change
of Name and a further notification will be made in due course.
Fundamental Disposal and AIM Rule 15 Cash Shell
The disposal of MBG and Connaught will constitute a fundamental
change of business of the Company pursuant to Rule 15 of the AIM
Rules. Accordingly, upon Completion, the Company will be designated
as a Cash Shell pursuant to AIM Rule 15. As such, the Company must
make an acquisition or acquisitions which constitute a reverse
takeover under Rule 14 of the AIM Rules or be re-admitted to
trading on AIM as an investing company under the AIM Rules (which
requires the raising of at least GBP6 million) within six months
failing which trading in the Company's ordinary shares on AIM will
be suspended pursuant to Rule 40 of the AIM Rules. Admission to
trading on AIM would be cancelled six months from the date of
suspension, should the reason for the suspension not have been
rectified. Proceeds from the Placing will be used to enable the
board to search for appropriate acquisition opportunities and
provide the Company with general working capital.
On Completion, Andy Collins will resign as Chief Executive
Officer of the Company and Graham Read will resign as Executive
Director the Company with immediate effect coinciding with the
appointment of two new non-executive directors. Peter Jay,
currently a non-executive director, will become an executive
director.
As part of the terms of appointment for the directors, the
Company intends to grant options to the directors upon or shortly
after Completion and subsequent appointment of the new
directors.
The Company expects Completion to occur on or around 3 March
2021 and a further announcement will be made in respect of
Completion.
Total Voting Rights
Following Admission, the Company's issued share capital will
comprise 1,852,219,137 ordinary shares with voting rights. The
Company does not hold any ordinary shares in treasury. The figure
of 1,852,219,137 o rdinary shares may therefore 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.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 (which forms part of
domestic UK law pursuant to the European Union (Withdrawal) Act
2018).
For further information, please contact:
Mountfield Group Plc 01268 561 516
Peter Jay, Chairman
Cairn Financial Advisers
LLP 020 7213 0880
Jo Turner / Sandy Jamieson
Peterhouse Capital Limited 020 7469 0930
Lucy Williams / Duncan Vasey
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1 Details of the persons discharging managerial responsibilities
/ person closely associated
a) Name Peter Jay
-------------------------- --------------------------------------
2 Reason for the notification
------------------------------------------------------------------
a) Position/Status Director
-------------------------- --------------------------------------
b) Initial notification/ Initial notification
Amendment
-------------------------- --------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------
a) Name Mountfield Group Plc
-------------------------- --------------------------------------
b) LEI 213800IM978BOB5QZA69
-------------------------- --------------------------------------
4 Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii)
each date; and (iv) each place where transactions have been
conducted
------------------------------------------------------------------
a) Description of the Ordinary Shares
financial
instrument, type of
instrument
Identification code GB00B3CQW227
-------------------------- --------------------------------------
b) Nature of the transaction Settlement of contractual liabilities
-------------------------- --------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
GBP0.001975 13,164,557
-----------
-------------------------- --------------------------------------
d) Aggregated information
* Aggregated volume
13,164,557
GBP0.001975
* Price
-------------------------- --------------------------------------
e) Date of transaction 2 March 2021
-------------------------- --------------------------------------
f) Place of transaction London Stock Exchange
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