TIDMBRH
RNS Number : 5793L
Braveheart Investment Group plc
01 May 2020
The information contained within this announcement is deemed by
the Company to constitute inside information stipulated under the
Market Abuse Regulation (EU) No. 596/2014. Upon the publication of
this announcement via the Regulatory Information Service, this
inside information is now considered to be in the public
domain.
1 May 2020
Braveheart Investment Group plc
("Braveheart" or "the Company")
Further Placing to raise GBP350,000
Braveheart Investment Group (AIM: BRH), is pleased to announce
that, further to the announcement on 29 April 2020 and following
significant demand from investors in the last two days, Peterhouse
Capital Limited, the Company's broker acting as agent for the
Company, has, in an over-subscribed placing placed a further
1,590,909 new ordinary shares of 2 pence each in the Company
("Second Placing Shares") at a price of 22 pence per share ("Second
Placing Price") to raise GBP350,000, before expenses (the "Second
Placing"). Investors have also been offered the opportunity to be
issued with warrants. Pursuant to this offer, a total of 1,590,909
unlisted and non-transferable warrants in the Company, exercisable
at 40 pence ("Warrants") within eighteen months from Second
Admission (as defined below) may be issued to the acquirers of the
Second Placing Shares.
Placing highlights
-- The Company intends to primarily use the net proceeds of the
Second Placing to enable the Company to continue to provide further
additional financial investment into its Strategic Investments, as
is required over the medium term, being: Paraytec Limited (100 per
cent.), Pharm 2 Farm Limited (51.7 per cent.), Kirkstall Limited
(64.67 per cent.), Gyrometric Systems Limited (19.95 per cent.),
Phasefocus Holdings Limited (25.00 per cent.) and Sentinel Medical
Limited (38.38 per cent.). The Board may consider adding new
investments to its group of Strategic Investments but the priority
will be the support of the existing Strategic Investments.
-- Following on from the placing announced on 29 April 2020, the
Second Placing provides the Company with significant additional
resources to assist its Strategic Investments to grow quickly and
places the Company in a stronger position in any discussions with
third party investors.
-- The Second Placing and the Warrants utilises the Company's
existing authority to issue new ordinary shares for cash on a
non-pre-emptive basis.
Trevor Brown, Braveheart CEO, commented: "We were delighted with
the response from the market to our first fundraising announced on
29 April 2020. Continuing demand over the last two days from
investors wishing to subscribe to our Company ' s shares has now
been satisfied by a second placing. The already robust balance
sheet of Braveheart has been strengthened significantly, allowing
our ambitious development plans for Pharm 2 Farm Limited, Kirkstall
Limited and our other Strategic Investments to be accelerated. We
believe that the two recent placings will improve liquidity -
another positive consequence for all our shareholders."
Details of the Second Placing and admission to AIM
The Company has raised an additional GBP350,000 before expenses.
Pursuant to the Second Placing, the Company will receive net cash
proceeds of GBP332,500. The Second Placing will result in the issue
of a total of 1,590,909 Second Placing Shares, representing, in
aggregate, approximately 5.1 per cent. of the issued share capital
of the Company as enlarged by the issue of the Second Placing
Shares. The Second Placing Price represents a discount of
approximately 9.1 per cent. to the closing mid-market price per
existing ordinary share of 24 pence on 30 April 2020, being the
last practicable trading day prior to release of this announcement.
In connection with the Second Placing, a total of 39,773 new
ordinary shares of 2 pence each in the Company (the "Adviser Second
Fee Shares") will be issued as non-cash consideration at the Second
Placing Price in lieu of part of the fees due to Peterhouse Capital
Limited. The Second Placing Shares and the Adviser Second Fee
Shares have been issued utilising the Company's existing share
authorities.
The Second Placing Shares and the Adviser Second Fee Shares,
when issued and fully paid, will rank pari passu in all respects
with the existing ordinary shares of 2 pence each of the Company in
issue and therefore will rank equally for all dividends or other
distributions declared, made or paid after the issue of the Second
Placing Shares and the Adviser Second Fee Shares on the Second
Admission (as defined below).
Pursuant to the Second Placing, the Company is also offering
placees in the Second Placing the opportunity to be issued with the
Warrants, at nil cost, to subscribe for new ordinary shares of 2
pence each in the Company ("New Ordinary Shares") on the basis of
one Warrant for every Second Placing Share acquired pursuant to the
Second Placing and on the following terms:
-- the Warrants are exercisable at a price of 40 pence per New Ordinary Share;
-- the Warrants have a life of eighteen months from the date of
grant, being the date of Second Admission (as defined below) of the
Second Placing Shares;
-- The Warrants will be non-transferable and no application will
be made to admit the Warrants to trading on AIM or any other stock
exchange; and
-- the Warrants may be exercised at any time during the life of the Warrants.
Placees may apply to be issued with a number of Warrants up to
the number of Second Placing Shares they acquire pursuant to the
Second Placing. The Warrants will be issued utilising the Company's
existing share authorities.
The issuance of the Warrants will be subject to the Second
Admission (as defined below) and receipt of funds in relation to
the Second Placing. The Warrants have the rights set out in a
Warrant Instrument which is being entered into separately by the
Company.
Application will be made to the London Stock Exchange for the
Second Placing Shares and the Adviser Second Fee Shares to be
admitted to trading on AIM ("the Second Admission"). It is
anticipated that the Second Admission will occur, and dealings will
commence in the Second Placing Shares and the Adviser Second Fee
Shares at 8:00 a.m. on or around 6 May 2020 and in any event no
later than 5.00 p.m. on 1 June 2020.
Total voting rights
Following the Second Admission, the Company will have 31,366,521
ordinary shares of 2 pence each in issue, each with one voting
right. There are no shares held in treasury. Therefore, the
Company's total number of ordinary shares and voting rights will be
31,366,521. This figure may be used by shareholders from the Second
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.
Market Abuse Regulation (MAR)
MAR came into effect from 3 July 2016. Market soundings, as
defined in MAR, were taken in respect of the Subscription with the
result that certain persons became aware of inside information, as
permitted by MAR. That inside information is set out in this
announcement and has been disclosed as soon as possible in
accordance with paragraph 7 of article 17 of MAR. Therefore, those
persons that received inside information in a market sounding are
no longer in possession of inside information relating to the
Company and its securities.
For further information:
Braveheart Investment Group plc Tel: 01738 587555
Viv Hallam, Executive Director
Allenby Capital Limited (Nominated Adviser Tel: 020 3328
and Joint Broker) 5656
David Worlidge / Nicholas Chambers
Peterhouse Capital Limited (Joint Broker) Tel: 020 7469
0936
Heena Karani / Lucy Williams
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
investors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing and Subscription. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, only investors who
have met the criteria of professional clients and eligible
counterparties have been procured. For the avoidance of doubt, the
Target Market Assessment does not constitute: (a) an assessment of
suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Placing Shares.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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