TIDMSWC
RNS Number : 8590L
Summerway Capital PLC
15 January 2021
15 January 2021
Summerway Capital Plc
("Summerway" or the "Company")
Result of General Meeting, Total Voting Rights, Directorate
Changes and Related Party Transaction
Following the General Meeting of the Company, which was held
earlier today, the Board is pleased to announce that all the
ordinary and special resolutions set out in the Notice of General
Meeting were duly passed.
Details of the number of proxy votes cast for, against and
withheld on the resolutions will be published on the Company's
website at https://www.summerwaycapital.co.uk/.
The Company also confirms, further to the announcement made by
the Company on 15 December 2020, the appointment of Vinodka (Vin)
Murria as Chairman, Paul Gibson and Anthony (Tony) Morris as
non-executive directors and the resignation of Alexander Anton and
Mark Farmiloe as directors.
The Board has also approved the appointment of Kerin Williams as
Company Secretary, following the resignation of Cheryl Warren.
Following completion of a subscription agreement dated 15
December 2020, which was referred to in the 15 December
announcement, Vin Murria has now subscribed for 1,903,409 ordinary
shares of 1p each in the capital of the Company ( " Ordinary Shares
" ) at 88 pence per share by way of a direct subscription and been
granted a warrant providing for a right to subscribe for an
additional 3,246,062 new Ordinary Shares at 88 pence per share.
When aggregated with the 500,000 existing Ordinary Shares acquired
by Ms Murria at 85 pence per share from a selling shareholder, Ms
Murria's beneficial interest is 2,403,409 Ordinary Shares,
representing 29.9 per cent. of the enlarged issued share capital of
the Company.
Total Voting Rights
Application has been made to the London Stock Exchange for
1,903,409 Ordinary Shares to be admitted to trading on AIM ( "
Admission " ) and it is expected that Admission will become
effective at 8.00 a.m. on 18 January 2021.
Following Admission, the total number of Ordinary Shares in
issue will be 8,033,409 and the total number of voting rights will
therefore be 8,033,409. This figure may be used by shareholders as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the share capital of the Company under the FCA's
Disclosure and Transparency Rules.
Management Incentive Arrangements
The Directors continue to believe that the success of the
Company will depend to a high degree on the future performance of
the Directors in executing the Company's amended investing policy
and growth strategy. As detailed in the circular published on 23
December 2020, the Company has therefore taken steps to amend its
previously disclosed Subsidiary Incentive Scheme, which it
considers will continue to be an important means of aligning the
interests of the Directors with those of Shareholders.
Subsidiary Incentive Scheme amendments
Under the terms of the Subsidiary Incentive Scheme, participants
are only rewarded if a predetermined level of Shareholder value is
created over a three- to five-year period or upon a change of
control of the Company or the Subsidiary (whichever occurs first),
calculated on a formula basis by reference to the growth in market
capitalisation of the Company, following adjustments for the issue
of any new ordinary Shares and taking into account dividends and
capital returns ( " Shareholder Value " ), realised by the exercise
by the beneficiaries of a put option in respect of their shares in
the Subsidiary and satisfied either in cash or by the issue of new
Ordinary Shares at the election of the Company.
Under the arrangements in place at Admission, participants were
originally entitled to 10 per cent. of the Shareholder Value
created, subject to such Shareholder Value having increased by at
least 13.5 per cent. per annum compounded ( " Target " ) over a
period of between three and five years from Admission, or following
a change of control of the Company or the Subsidiary. It was also
anticipated at Admission that upon the consummation of the first
acquisition, the Company may issue further employee options to key
employees and this remains the case.
Certain adjustments have now been made to the Subsidiary
Incentive Scheme, with effect from today, in order to recognise the
proposed change in strategic direction of the Company and the
expectation that Ms Murria and others will be instrumental in
leading the execution of this revised strategy, and in turn, the
anticipated creation of Shareholder Value.
A summary of the key amendments compared to the original
Subsidiary Incentive Scheme are set out in the following table.
This summary does not form part of any of the arrangements
governing the Subsidiary Incentive Scheme and should not be taken
as affecting the interpretation of its detailed terms and
conditions.
Item Previous Subsidiary Amended Subsidiary
Incentive Scheme Incentive Scheme
---------------------------- ---------------------------- ---------------------------
Percentage of Shareholder 10 per cent. Up to 20 per cent.
Value available to
Scheme Participants
(pre acquisition
of, or investment
in operating company)
---------------------------- ---------------------------- ---------------------------
Target compound annual 13.5 per cent. 7.5 per cent.
growth rate hurdle
---------------------------- ---------------------------- ---------------------------
Commencement date On Admission 15 January 2021
---------------------------- ---------------------------- ---------------------------
Initial Value Market capitalisation Unchanged
on Admission
---------------------------- ---------------------------- ---------------------------
Vesting period Three- to five-year Unchanged
period or upon a change
of control of the Company
or the Subsidiary
---------------------------- ---------------------------- ---------------------------
Scheme Participants, Alexander Anton - 333,333 Alexander Anton - 75,000
respective B Share Benjamin Shaw - 333,333 Benjamin Shaw - 75,000
holdings Mark Farmiloe - 333,333 Mark Farmiloe - 75,000
and current aggregate Tony Morris - 175,000
Shareholder Value Vin Murria - 1,000,000
participation Paul Gibson - 50,000
Aggregated - 1,450,000
(14.5%)
---------------------------- ---------------------------- ---------------------------
Corporate Advisory Agreements
The Corporate Advisory Agreement entered into between the
Company and AFS Advisors LLP (an entity wholly-owned by Alexander
Anton, Benjamin Shaw and Mark Farmiloe) set out in paragraph 16.5
of the Admission Document has been terminated at nil cost.
The Company has entered in a new agreement with Tessera
Investment Management Limited ( " Tessera " ) pursuant to which
Tessera has agreed to provide strategic and general corporate
advice, and M&A and capital raising transaction support
services to the Company (the " Tessera Corporate Advisory Agreement
" ). Tessera will charge GBP12,500 per month (plus VAT) payable
monthly in arrears from the date of the agreement. In order to
align the parties' collective interests and ensure the parties
share in the risk and reward of certain successful transactions, a
discretionary bonus may be awarded to Tessera by the Board in the
event of the successful completion of certain transactions. Tony
Morris is a director and shareholder of Tessera.
Related Party Transaction
The amendments to the Subsidiary Incentive Scheme, the
termination of the AFS Corporate Advisory Agreement and the entry
into the Tessera Corporate Advisory Agreement constitute related
party transactions under Rule 13 of the AIM Rules.
David Firth as the Independent Non-Executive Director considers,
having consulted with the Company's nominated adviser, N+1 Singer,
that the terms of the amendments to the Subsidiary Incentive
Scheme, the termination of the AFS Corporate Advisory Agreement and
the entry into the Tessera Corporate Advisory Agreement are fair
and reasonable insofar as the Company's Shareholders are
concerned.
The following disclosures are required regarding the appointment
of Vinodka (Vin) Murria as Chairman, and Paul Gibson and Anthony
(Tony) Morris as non-executive directors, pursuant to Schedule Two
paragraph (g) of the AIM Rules for Companies ("AIM Rules"):
Full name: Vinodka Murria
Age: 58
Current directorships Past directorships
Softcat plc DWF Group Plc
Bunzl plc finnCap Group Plc
Marwyn Acquisition Company I Zoopla Group Plc
Limited Sophos Group plc
PS Foundation Chime Communications Plc
VM.AV Corporate Services Ltd Hay Hill Wealth Management Limited
Pythagoras Communications Limited Intercede 2445 Limited
XCD HR Limited ADV Software Limited
ADV Technology Limited
ZPG Limited
Data Accelerator Limited
Data Cloud Limited
Cloudhouse Technologies Ltd
Greenko Group plc
------------------------------------
Full name: Paul David Gibson
Age: 56
Current directorships Past directorships
XCD HR Limited Castleton Technology plc
Sagacity Solutions Limited Tax Systems plc
Enable Business Solutions Limited
Waverton Property LLP
-------------------------
Full name: Anthony John Morris
Age: 40
Current directorships Past directorships
Michelmersh Brick Holdings Plc SecurEnvoy Limited
Tessera Investment Management Xcina Limited
Limited Xcina Consulting Limited
Bramham Partners Limited Shearwater Shared Services Limited
Tessera Investment Partners LLP GeoLang Holdings Limited
Tessera Partners UK Limited GeoLang Limited
OceanRock Consulting UK Limited Brookcourt Solutions Limited
Pentest Limited
TI Partners LLP
PointDB Limited
------------------------------------
The notification below, made in accordance with the requirements
of the EU Market Abuse Regulation, provides further detail.
For more information contact:Tony Morris (Director) +44 (0) 20 7440 7520
N+1 Singer (Nominated Adviser and Broker)
Sandy Fraser, Amanda Gray +44 (0) 20 7496 3000
a) Name Vin Murria
2 Reason for the notification
-------------------------------------------------------------------------------------------
a) Position/status Chair
------------------------------------- ----------------------------------------------------
b) Initial notification Initial Notification
/Amendment
------------------------------------- ----------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------------------------------
a) Name Summerway Capital plc
------------------------------------- ----------------------------------------------------
b) LEI 213800YXCATORT475807
------------------------------------- ----------------------------------------------------
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 financial Ordinary Shares of 1p each
instrument, type of
instrument
GB00BDQYGP38
Identification code
------------------------------------- ----------------------------------------------------
b) Nature of the transaction 1. Subscription
2. Purchase
------------------------------------- ----------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1. 88 pence per 1. 1,903,409
share
2. 85 pence per 2. 500,000
share
------------------
------------------------------------- ----------------------------------------------------
d) Aggregated information In respect of 1 and 2 in 4(c): N/A
- single transactions
- Aggregated volume
- Price
------------------------------------- ----------------------------------------------------
e) Date of the transaction 1. 15 January 2021
2. 15 January 2021
------------------------------------- ----------------------------------------------------
f) Place of the transaction 1. London Stock Exchange, AIM Market
(XLON)
2. London Stock Exchange, AIM Market
(XLON)
------------------------------------- ----------------------------------------------------
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END
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