Sport Capital Group Plc Issue of Equity, Change of Directorate and Other Matters
July 16 2020 - 2:00AM
UK Regulatory
TIDMSCG
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY SPORT CAPITAL
GROUP PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE
REGULATION (EU) NO. 596/2014, AS AMED ("MAR"). ON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Sport Capital Group Plc
AQSE: SCG
("Sport Capital Group" or the "Company")
Equity Financing; Appointment of Additional Directors; Directors' Dealings in
Voting Rights and Related Party Transactions
Sport Capital Group has completed a financing to raise proceeds before expenses
of GBP324,400. The Company is also pleased to announce the appointments of Mr.
Burns Singh Tennent-Bhohi (Executive Director & CEO) and Mr. Guy Miller
(Executive Director) to the Board of Directors, effective immediately.
The Financing
Sport Capital Group plc has raised GBP324,400 before expenses through a placing
(the "Placing") of 108,133,333 new ordinary shares of 0.1 p each at 0.3 pence
per share (the "Placing Shares"), conditional upon admission of the Placing
Shares to trading on AQSE Growth Market. Alongside each Placing Share
subscribed, subscribers receive warrants to subscribe for one additional new
ordinary share, exercisable at 0.6 pence per share for a period ending three
years from the date of admission to AQSE Growth Market of the Placing Shares.
Should a subscriber in the Placing elect to exercise their warrants in full
during their currency, for each new ordinary share at 0.6 pence so subscribed,
the subscriber shall be issued with "replacement warrants" granting a right to
subscribe for one additional new ordinary share each with an exercise price of
1.2 pence per share, exercisable for three years from the date of issue of the
replacement warrant.
The Incoming Directors
i) Further Information on Burns Singh Tennent-Bhohi
Burns Tennent-Bhohi is the founder & CEO of The Glenpani Group, an
international private venture capital business based in London/UK. Glenpani's
principal focus is the evaluation and augmentation of distressed-asset
opportunities and private-transaction/investment origination. Glenpani Group
cornerstone-invest, originate transactions and provide corporate consultancy to
international companies both private and public including; AQSE, AIM, TSX-V,
CSE & ASX.
Burns assumes a number of directorships of both private and public companies
and his current appointments in public interest companies include. Forum Energy
Metals Corp. (TSX-V: FMC), in 2019 FMC executed a $30,000,000 project earn-in
agreement with Rio Tinto on its Janice Lake sedimentary copper project and a
$6,000,000 project earn-in with Orano. Burns is also on the Boards of Eurocann
International plc (AQSE: BUD) and is the CEO and a director of IamFire plc
(AQSE: FIRE)
Active in North American capital markets, Burns is also the founder of LC, a
specialised private investment vehicle that syndicates and connects global
capital investment for private transaction origination & pre-IPO opportunities.
Glenpani Group maintains an extensive international network that includes
corporate brokers/financiers, investment bankers, merchant banks, UHNWIs,
project financiers, asset-banks and technical teams. Burns graduated from the
University of Glasgow with a degree in Economics/Social Sciences.
Burns Tennent-Bhohi has subscribed for 7,000,000 Placing Shares resulting in an
interest upon admission of 3.07% of the enlarged share capital. Prior to the
Placing, he held no interest in the share capital of the Company.
Save as set out below, there is no further information regarding Burns Singh
Tennent-Bhohi that is required to be disclosed pursuant to Appendix 1, Table A,
paragraph 5.1.2 of the AQSE Growth Market Rules for Issuers:
Current Directorships Previous Directorships
Forum Energy Metals Corp (TSX-V: FMC) None
IamFire plc (AQSE: FIRE)
Eurocann International plc (AQSE:
BUD)
Glenpani Group Limited
Glenpani Capital Limited
Evrima LTD
GPC 101 Ltd
Loncad Holdings Ltd
Loncann Limited
VNS Global Ltd
DVYH196 LTD
Loncad Limited
Capital Homes (London) Ltd
Residential Sales (London) Limited
Lincoln Road Ltd
Botsjuana Ltd
Glenpani Capital Group Ltd
Tomas Capital Limited
ii) Further information on Guy Miller
Guy Miller is an Executive Director of Gledhow Investments plc (AQSE: GDH), an
investment company investing in small- to medium-sized, undervalued
or fast-growing companies, with the investment objective of achieving long-term
capital growth in excess of the FTSE All Share Index. Guy specialises in the
small-capitalisation corporate advisory and private-to-public transition areas
of corporate finance at Peterhouse Capital Limited.
Guy has also worked for a producing mining company, listed on the Toronto Stock
Exchange, for four years. He holds a Bachelor of Arts (Hons.) degree in
business studies from The University of West London.
Guy Miller has subscribed for 5,000,000 shares in the Placing resulting in an
interest of 2.19% of the enlarged share capital of the Company. Prior to the
Placing, he held no interest in the share capital of the Company.
Save as set out below, there is no further information regarding Guy Miller
that is required to be disclosed pursuant to Appendix 1, Table A, paragraph
5.1.2 of the AQSE Growth Market Rules for Issuers:
Current Directorships Previous Directorships
Gledhow Investments plc (AQSE: GDH) None
Tanaka Limited
Beddington Investments Limited
Directors' Dealings; Related Party Disclosure
The participations of Simon Grant-Rennick, Burns Singh Tennent-Bhohi and Guy
Miller, in the Placing represent dealings in the capital of the Company by
Directors; the participations of IamFire plc & Gledhow Investments plc are
transactions by related parties under Rule 52 of the AQSE Rules for Issuers.
Having consulted with Sport Capital Group's Corporate Adviser, the terms of the
Placing subscriptions by the related parties are deemed to be fair and
reasonable; and to be in the interests of the Company and of the shareholders
as a whole.
Upon allotment of the Placing Shares, the shareholdings of the participating
Directors and the related parties mentioned above shall be as follows:
Director/ Shares Placing Shares After Percentage of
Related Party Currently Held Allotment of Enlarged Issued
Placing Shares Share Capital
Simon 27,000,000 8,400,000 35,400,000 15.57%
Grant-Rennick?
Burns Singh None 7,000,000 7,000,000 3.07%
Tennent-Bhohi
Guy Miller None 4,000,000 5,000,000 2.19%
Gledhow None 17,000,000 17,000,000 7.47%
Investments plc
*
IamFire plc** None 10,000,000 10,000,000 4.39%
? Simon Grant-Rennick is interested in 27,000,000 voting rights through Alpha
Corporate Services (Bermuda) Ltd., a trust to which he is an adviser.
* Guy Miller is a director of Gledhow Investments plc (AQSE: GDH).
** Burns Singh Tennent-Bhohi is a director and the CEO of IamFire plc (AQSE:
FIRE).
Admission of Shares
Application will be made for the Placing Shares to be admitted to trading on
AQSE Growth Market and this is expected to occur on or around 22nd July 2020.
No application shall be made to admit to trading on AQSE Growth Market or to
any other forum of quotation the warrants (which are not divisible or
transferable) being issued alongside the Placing Shares.
Enlarged Voting Rights
Following the admission of the Placing Shares, Sports Capital Group's issued
ordinary share capital shall consist of GBP227,367 divided into 227,367,278
ordinary shares of 0.1 pence each. This number represents the total voting
rights in the Company, and following admission, may be used by shareholders as
the denominator for the calculation by which they can determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's ("FCA") Disclosure and
Transparency Rules. The Placing Shares shall rank pari passu in all respects
with the existing ordinary shares of the Company.
Commenting on the developments described above the Chairman, Simon
Grant-Rennick, said, "I am pleased to announce a well-supported financing and
the appointments of both Burns & Guy to the Board of Sport Capital Group. Upon
receipt of the placing funds, the Company will be reserving up to GBP70,000 of
the proceeds raised in preparation for an application to be made in due course
for admission of the Company's issued share capital to the standard segment of
the FCA's Official List and to trading on the Main Market of the London Stock
Exchange, subject to Board's discussions with shareholders and the Company's
financing partners.
The Company has been reviewing of a number of value-accretive opportunities and
has focused on the mining and exploration sector, where my colleagues and I see
the early signs of broader capital participation that inspires confidence for
what we consider could be the start of a strong commodities market. In the
short-term, I look forward to updating shareholders and the market on a defined
strategy, the introduction of further management (including at Board level) and
to setting out to the shareholders for their approval the avenues which the
Company is seeking to pursue."
Simon Grant-Rennick,
Chairman,
15th July 2020
This announcement has been made after due and careful enquiry and the Directors
of the Company accept responsibility for the content.
Enquiries:
Sport Capital Group plc:
Simon Grant-Rennick (Director)
Mobile: +44 (0) 7973253124; sgrelk7@gmail.com
Keith, Bayley, Rogers & Co. Limited (AQSE Corporate Adviser):
Graham Atthill-Beck: +44 (0) 20 7464 4091; +44 (0) 7506 43 41 07; +971 (0) 50
856 9408; graham.atthill-beck@kbrl.co.uk; blackpearladvisers@gmail.com
Peterhouse Capital Limited (Corporate Stockbroker):
Lucy Williams: +44 (0) 20 7469 0930
Duncan Vasey: +44 (0) 20 7220 9797 (Direct)
END
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July 16, 2020 02:00 ET (06:00 GMT)