TIDMGUN
RNS Number : 1955F
Gunsynd PLC
13 November 2020
Gunsynd PLC
("Gunsynd" or the "Company")
Placing and Conditional Placing to Raise GBP1,130,000 and
Employee Benefit Share Incentive Plan
Gunsynd (AIM: GUN, AQSE: GUN) announces that it has placed,
through its broker, Peterhouse Corporate Finance ("Peterhouse"),
113,000,000 new ordinary shares (the "Placing") at a price of 1
pence per share (the "Placing Price") to raise gross proceeds of
GBP1,130,000. The Placing will occur in two tranches as the Company
does not have sufficient shareholder authority to issue the shares
in full.
Tranche 1 - Firm Placing
56,606,789 new ordinary shares have been placed at the Placing
Price, representing approximately a 4.8% discount to the closing
mid-market price of the Company on 12 November 2020, raising gross
proceeds of GBP566,067 (the "Firm Placing").
Tranche 2 - Conditional Placing
The balance of 56,393,211 new ordinary shares have been placed,
conditional on shareholder approval being given for requisite
authorities at a general meeting of the Company (the "General
Meeting") to be held on or around 1 December 2020, at the Placing
Price raising gross proceeds of GBP563,932 (the "Conditional
Placing").
A circular convening the General Meeting will be sent to
shareholders shortly and a further announcement will be made
accordingly.
Subject to shareholder approval at the General Meeting for the
requisite authorities, placees will also receive one warrant for
every two ordinary shares subscribed for, exercisable at 2 pence
(the "Placing Warrants") and expiring on the 18 month anniversary
of the date of issue. In aggregate, 56,500,000 Placing Warrants
have been conditionally issued.
The net proceeds of the Placing will provide the Company with
additional funding to progress its activities and make investments
in line with its stated investing policy.
Related Party Transactions
Peter Ruse and Donald Strang, Directors of the Company, have, on
the same terms as the placees above, subscribed for GBP30,000 in
aggregate, being 3,000,000 new ordinary shares in the Placing
representing 2.7% of the total Placing ("Director Participation").
The Director Participation shares will be issued as part of the
Conditional Placing. Further, as participants in the Placing on the
same terms as the placees above, Peter Ruse and Don Strang will
each receive Placing Warrants, issued conditionally at one warrant
for every two ordinary shares subscribed for on the same terms as
the placees.
The shareholdings of the Directors in question both prior to and
subsequent to the Director Participation, if the Conditional
Placing proceeds, are as follows:
Director No. of shares Subscription Resultant % of issued
shares no. of shares share capital
Peter Ruse 3,164,706 1,000,000 4,164,706 1.1
-------------- ------------- --------------- ---------------
Donald Strang 10,820,211 2,000,000 12,820,211 3.5
-------------- ------------- --------------- ---------------
The Director Participation described above, including the issue
of the Placing Warrants, are deemed to be related party
transactions for the purposes of Rule 13 of the AIM Rules. Hamish
Harris, being deemed to be independent of the related party
transactions for the purposes of the Director Participation,
considers, having consulted with the Company's Nominated Adviser,
that the terms of the Director Participation and the issue of the
Placing Warrants are fair and reasonable insofar as shareholders
are concerned.
The Firm Placing Shares will rank pari passu with the existing
Ordinary Shares and an application has been made to the London
Stock Exchange for admission of the 56,606,789 Firm Placing Shares
to trading on AIM ("Admission"). Admission is expected to occur at
8.00 a.m. on or around 19 November 2020. A further announcement
will be made regarding the Conditional Placing in due course.
Total voting rights
Following Admission, the Company's issued share capital will
comprise 310,973,836 Ordinary Shares with voting rights. The
Company does not hold any Ordinary Shares in treasury. The figure
of 310,973,836 Ordinary 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 and Transparency Rules.
Options and Warrants
There are currently 62,717,950 warrants over ordinary shares in
the Company which were granted to placees and Peterhouse as part of
the placings announced by the Company on 11 June, 6 July and 7 July
2020, all of which have an exercise price of 1.3 pence, and all of
which are due to expire between 13 July 2021 and 30 June 2022. The
total number of warrants following the issue of the Placing
Warrants above will be 119,217,950.
There are currently 29,251,399 options over ordinary shares in
the Company at various exercise prices from 1 pence to 446 pence,
all of which are due to expire between 30 November 2020 and 26
August 2023.
Employee Benefit Trust and Share Incentive Plan
In September 2014, the Company notified shareholders of its
intention to adopt and establish a share incentive plan ("SIP")
under which it may award new ordinary shares for no cost to reward
and incentivise directors, employees and consultants. New ordinary
shares under this plan will not exceed 10 per cent. of the
Company's issued share capital from time to time without the prior
approval of the Shareholders.
To implement the SIP, the Company is currently in the process of
establishing an employee benefit trust called the Gunsynd Employee
Benefit Trust ("EBT"). The EBT may hold up to a maximum of 10 per
cent of the Company's issued share capital from time to time for
the beneficiaries of the EBT. The EBT is a discretionary trust for
the benefit of directors, employees and consultants of the Company
and any investee company or subsidiary. The ordinary shares held in
the EBT are intended to be used to satisfy awards made by the
Company's Remuneration Committee under the terms of the SIP.
Awards of ordinary shares to beneficiaries under the SIP are
subject to appropriate vesting and other performance conditions in
line with normal market practice, which are to be set by the
Remuneration Committee.
Awards of ordinary shares under the SIP will not, in any 2-year
rolling period, exceed 10 per cent of the Company's issued share
capital from time to time without the prior approval of
shareholders of the Company. Prior to this announcement no shares
under the SIP have been awarded to any current directors, employees
or consultants.
Subject to the passing of an increased share authority
resolution at the General Meeting and subsequent to the admission
to trading on AIM of the Conditional Placing Shares, the trustees
of the EBT, LGL Trustees Jersey, intend to subscribe for 15,000,000
new ordinary shares ("New Ordinary Shares") in the Company, at par
value per New Ordinary Share at an aggregate cost to the Company of
GBP12,750. Such New Ordinary Shares will represent approximately
3.9% of the issued share capital of the Company following admission
of the New Ordinary Shares. A further announcement will be made in
due course.
Peter Ruse, Director, commented: "It is pleasing to see such
strong support shown from both UK and Australian investors
following our recent suite of investments. We continue to be highly
encouraged by the progress made by Rincon Resources, and look
forward to supporting this company as it undertakes its Initial
Public Offering and capital raising on the ASX. The additional
funds raised will allow us to pursue further complimentary
investments to add to the portfolio."
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
The Directors of Gunsynd accept responsibility for this
announcement.
For further information, please contact:
Gunsynd plc
Hamish Harris/Peter Ruse +44 7879594153
Cairn Financial Advisers LLP
James Caithie / Liam Murray +44 20 7213 0880
Peterhouse Capital Limited
Lucy Williams +44 20 7469 0930
Notification of a Transaction pursuant to Article 19(1) of Regulation
(EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person
closely associated
------- -----------------------------------------------------------------------------------------------
a. Name a) Peter Ruse
b) Donald Strang
------------------- --------------------------------------------------------------------------
2 Reason for notification
------- ------------------------------------------ ------------------------ ---------- -------------
a. Position/Status a) Non-Executive Director
b) Executive Director
------------------- --------------------------------------------------------------------------
b. Initial Initial
notification/
Amendment
------------------- --------------------- ------------------------ ---------- -------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------------------
a. Name Gunsynd PLC
------------------- --------------------- ------------------------ ----------
b. LEI
21380068N2D57QUG1L78
------------------- --------------------------------------------------------------------------
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 Ordinary Shares
the financial
instrument, type ISIN: GB00BMD6PM55
of instrument
Identification
Code
------------------- --------------------------------------------------------------------------
b. Nature of the Subscription for shares in placing and grant of
transaction warrant
------------------- --------------------------------------------------------------------------
c. Price(s) and Name Ordinary Ordinary Warrants Warrants
volume(s) Shares Shares Exercise Volume(s)
Price(s) Volume(s) Price(s)
------------------- ------------------- ------------ -----------
a) Peter
Ruse 1 pence 1,000,000 2 pence 500,000
------------------- ------------ ----------- ---------- -----------
b) Donald
Strang 1 pence 2,000,000 2 pence 1,000,000
------------------- ------------ ----------- ---------- -----------
d. Aggregated 3,000,000 ordinary shares
information 1 pence per share
- Aggregated
Volume 1,500,000 warrants
- Price 2 pence exercise price
------------------- --------------------------------------------------------------------------
e. Date of the 12/11/2020
transaction
------------------- --------------------- ------------------------ ---------- -------------
f. Place of the London Stock Exchange, AIM
transaction
------------------- --------------------------------------------------------------------------
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