BWA Group Plc Issue of Equity - Closing of first round of subscriptions
07 Dezember 2023 - 8:00AM
UK Regulatory
TIDMBWAP
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11
OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
7 December 2023
BWA Group PLC
("BWA", the "Group", or the "Company") (AQSE: BWAP)
Closing of first round of subscriptions
BWA Group Plc [AQSE: BWAP], which holds mineral exploration licences in both
Cameroon and Canada and is quoted on London's AQSE Growth Market, is pleased to
announce, further to the notification of 3 November 2023 (the "Notification"),
the closing of the first round of subscriptions (the "First Closing") for new
ordinary shares of 0.5p each ("Ordinary Shares"). As set out in the
Notification, the new Ordinary Shares are being issued at a price of 0.5p per
Ordinary Share, accompanied by warrants in the ratio of 1 for 2 ordinary shares
subscribed, exercisable into Ordinary Shares at a price of 0.6p per share until
31 October 2024 and 0.75p per share thereafter until 31 October 2026 ("New
Shares").
At the First Closing, the Company has raised a total of £457,000 through
subscriptions for a total of 91,400,000 New Shares (the "Subscriptions"). The
Subscriptions have been received from all three member of the board and
directors (the "Board") and two existing substantial shareholders. The Board
expects to have a second and final closing round of subscriptions for New Shares
on 31 December 2023. The use of funds is as set out in the Notification.
The New Shares will be allotted under the Company's existing unspent share issue
authorities and are expected to be admitted to trading on the AQSE Growth Market
on 12 December 2023 ("Admission"). On Admission, the revised shareholdings of
the Directors and Significant Shareholders, will be, to the best knowledge of
the Company, as follows:
+---------------+------------+-------------+----------+------------+------------
-+
|Name |Current |% of Current |New Shares|Enlarged |% of
Enlarged|
| |Shareholding|Share Capital| |Shareholding|Share
Capital|
+---------------+------------+-------------+----------+------------+------------
-+
|Directors | | | | |
|
+---------------+------------+-------------+----------+------------+------------
-+
|James |57,618,739 |11.28% |200,000 |57,818,739 |9.85%
|
|Butterfield | | | | |
|
+---------------+------------+-------------+----------+------------+------------
-+
|Jonathan |36,540,000 |7.16% |60,000,000|96,540,000 |16.45%
|
|Wearing1 | | | | |
|
+---------------+------------+-------------+----------+------------+------------
-+
|John Byfield |5,440,000 |1.07% |200,000 |5,640,000 |0.96%
|
+---------------+------------+-------------+----------+------------+------------
-+
|Significant | | | | |
|
|Shareholders | | | | |
|
+---------------+------------+-------------+----------+------------+------------
-+
|Richard |98,337,890 |19.26% |1,000,000 |99,337,890 |16.93%
|
|Battersby2 | | | | |
|
+---------------+------------+-------------+----------+------------+------------
-+
|G & O Energy |57,000,000 |11.16% | |57,000,000 |9.71%
|
|Investments | | | | |
|
|Limited | | | | |
|
+---------------+------------+-------------+----------+------------+------------
-+
|Mr D M Cass |49,782,022 |9.75% |30,000,000|79,782,022 |13.60%
|
+---------------+------------+-------------+----------+------------+------------
-+
|Alex Borrelli |35,438,469 |6.94% | |35,438,469 |6.04%
|
+---------------+------------+-------------+----------+------------+------------
-+
|Gudmundur |32,049,000 |6.28% | |32,049,000 |5.46%
|
|Svavarsson | | | | |
|
+---------------+------------+-------------+----------+------------+------------
-+
|Mr J Harvey |23,285,193 |4.56% | |23,285,193 |3.97%
|
+---------------+------------+-------------+----------+------------+------------
-+
|Vilhjalmur Thor|20,859,200 |4.08% | |20,859,200 |3.55%
|
|Vilhjalmsson | | | | |
|
+---------------+------------+-------------+----------+------------+------------
-+
1. Mr Wearing's holding includes Tricastle Investments Limited, a company he
controls.
2. Mr Battersby's holding include shares held by The Bank of New York
(Nominees) Limited and CGWM Nominees Limited as nominees for Bath Group Limited
and Second Neric Limited, both of which companies he controls.
The issue of the New Shares constitutes a related party transaction under the
AQSE Growth Market Access Rules. The Board has concluded, having exercised
reasonable care, skill and diligence, that the related party transaction are
fair and reasonable as far as the shareholders of the Company are concerned.
On Admission, the Company will have 602,081,547 Ordinary Shares in issue, each
with one voting right. The Company does not hold any shares in treasury and
therefore the total number of voting rights in the Company is 496,658,507. This
figure should be used by shareholders from Admission 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 Company under the FCA's
Disclosure Guidance and Transparency Rules.
Any shareholder, however, who may wish to subscribe for New Shares may express
an interest to the Company by emailing
enquiries@bwagroupplc.com (http://about:blank).
The Board are responsible for the contents of this announcement.
For further information on the Company, please visit:
http://www.bwagroupplc.com/index.html (http://about:blank)
or contact:
BWA Group PLC +44 (0)7770 225253
James Butterfield enquiries@bwagroupplc.com
Chairman
Jonathan Wearing
Director
Allenby Capital Limited +44 (0)20 3328 5656
Corporate Adviser
Nick Harris/Lauren Wright
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
Details of the persons discharging managerial responsibilities / persons closely
associated.
Name James Butterfield
Reason for notification Director of BWA Group Plc
Initial
Details of the issuer, emission BWA Group Plc
allowance market participant,
auction
platform, auctioneer, or auction
monitor
LEI 213800XG3K7PTAAG8630
Description of the financial Ordinary shares of 0.5p each
instrument, type of instrument
Identification code ISIN: GB0033877555
Nature of the transaction Subscription for Ordinary Shares
Price(s) and 200,000
volume(s) 0.5p per share
Aggregated information N/A
Aggregated volume
Price
Date of the transaction 5 Dec 2023
Place of the transaction N/A
Name John Byfield
Reason for notification Director of BWA Group Plc
Initial
Details of the issuer, emission BWA Group Plc
allowance market participant,
auction
platform, auctioneer, or auction
monitor
LEI 213800XG3K7PTAAG8630
Description of the financial Ordinary shares of 0.5p each
instrument, type of instrument
Identification code ISIN: GB0033877555
Nature of the transaction Subscription for Ordinary Shares
Price(s) and 200,000
volume(s) 0.5p per share
Aggregated information N/A
Aggregated volume
Price
Date of the transaction 5 Dec 2023
Place of the transaction N/A
Name Jonathan Wearing
Reason for notification Director of BWA Group Plc
Initial
Details of the issuer, emission BWA Group Plc
allowance market participant,
auction
platform, auctioneer, or auction
monitor
LEI 213800XG3K7PTAAG8630
Description of the financial Ordinary shares of 0.5p each
instrument, type of instrument
Identification code ISIN: GB0033877555
Nature of the transaction Subscription for Ordinary Shares
Price(s) and 60,000,000
volume(s) 0.5p per share
Aggregated information N/A
Aggregated volume
Price
Date of the transaction 5 Dec 2023
Place of the transaction N/A
This information was brought to you by Cision http://news.cision.com
END
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