TIDMMCC
RNS Number : 6999S
Mercom Capital Plc
23 December 2016
23 December 2016
Mercom Capital Plc
("Mercom" or the "Company")
Completion of PDMR transactions
Board and senior management changes
Issue of equity and total voting rights
Completion of PDMR transactions
Further to the announcement made on 21 December 2016, the
Company has been notified of the following transactions by the
Directors in relation to their shares and warrants (the "Directors'
Share Transaction"):
Number of shares/warrants Transaction
-------------- -------------------------- -----------------------------
Patrick Cross 906,957 shares All shares sold
-------------- -------------------------- -----------------------------
John Zorbas 4,998,595 shares All shares sold
-------------- -------------------------- -----------------------------
1,200,000 warrants All warrants exercised at
5p per share and all shares
arising sold
-------------- -------------------------- -----------------------------
Kyle Appleby 1,590,081 shares Call option granted over
all shares held*
-------------- -------------------------- -----------------------------
300,000 warrants All warrants exercised at
5p per share and all shares
arising sold
-------------- -------------------------- -----------------------------
* Under the terms of the call option, Mr Appleby has granted
Calvet International Limited an option to acquire 1,590,081 shares
in the Company at a price of 18p per share at any time prior to 31
January 2017. Calvet has the right to assign the option.
All shares sold by Patrick Cross, Kyle Appleby and John Zorbas
were sold at 20p per share, of which 2p per share is to be returned
to the Company.
Board and company secretary appointments
Immediately following the Directors' Share Transaction, Mr Simon
Fry, Mr Felipe Simonsen and Mr Jean-Pascal Tranié were appointed as
directors of the Company, with Mr Fry being appointed as Executive
Chairman, Mr Simonsen as Finance Director and Mr Tranié as Senior
Non-Executive Director (the "New Board"). Information on the New
Board as required by paragraph (g) of Schedule Two to the AIM Rules
is set out at the end of this announcement.
In addition, Stuart Davies has been appointed as Company
Secretary.
Immediately following the board appointments, Patrick Cross,
John Zorbas and Kyle Appleby stood down as Directors of Mercom.
Exercise of Warrants
The Company has issued and allotted a total of 1,500,000 shares
pursuant to the exercise of warrants held by John Zorbas and Kyle
Appleby. These shares were admitted to trading on AIM as part of
the block admission announced on 20 July 2016. In addition, the
Company has issued and allotted 250,000 shares following exercise
of warrants granted to Northland Capital Partners Limited in July
2016. The warrants were exercised at a price of 5p per share.
Application has been made for these 250,000 shares, which rank pari
passu with the Company's existing shares, to be admitted to trading
on AIM ("Admission"). It is anticipated that Admission will be
effective on 28 December 2016.
Following the above allotments and issues of, in aggregate,
1,750,000 shares, the Company's issued share capital consists of
36,576,773 shares with voting rights and, at this point in time, no
warrants remain outstanding. There are no shares held in treasury.
Therefore the total number of voting rights is 36,576,773. 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 Guidance
and Transparency Rules.
As part of the secondary placing, Simon Fry has acquired 500,000
shares (1.37 per cent.) through his SIPP and Jean-Pascal Tranié has
acquired 625,000 shares (1.71 per cent.).
In addition the Company is pleased to inform shareholders of the
following:
-- the immediate appointments of Cooley (UK) LLP as external
legal counsel and Buchanan Communications as financial
communications consultants;
-- the intention of the new Directors to convene a General
Meeting as soon as practical to approve inter alia the proposed
change in Investing Policy and Company name as well as increased
authorities in respect of the allotment of shares and the
disapplication of pre-emption rights; and
-- the AGM convened for 5 January 2017 will proceed as planned.
Commenting on today's announcement, Simon Fry said:
"We would like to thank the Advisors to the Company for their
collective efforts during the past two months that ensured that as
of today a new and defining chapter can start for the Company. In
due course, I shall be writing to shareholders to explain in more
details the investment plans we have been formulating for the
Company. My newly appointed fellow Board members and I are
confident that over time this shall lead to a complete
transformation of the Company."
Enquiries:
Mercom Capital Plc
Simon Fry +44 (0)20 7466 5000
Northland Capital Partners
Limited
Nominated Adviser and Broker
Edward Hutton / Matthew Johnson +44 (0)20 3861 6625
Buchanan Communications
Financial communications consultants
Richard Oldworth +44 (0)20 7466 5000
The information contained within this announcement is deemed by
the Company to constitute inside information under the Market Abuse
Regulation (EU) No. 596/2014.
Further information on the New Board
Further information on the New Board pursuant to Schedule Two,
paragraph (g) of the AIM Rules is set out below:
Simon Jeremy Fry (age 57)
Current directorships or partnerships Directorships or partnerships
in the last five years
-------------------------------------- ------------------------------
5161 LLC Envision Consulting SA
Imvio LLC KX Gym Limited
Fansz North America Limited
Fansz Limited
-------------------------------------- ------------------------------
Pursuant to paragraph (g) (v) of Schedule Two to the AIM Rules,
Simon Fry has disclosed that:
-- Fansz North America Limited, a social media start-up
subsidiary registered in Delaware, was put into voluntary
liquidation in December 2015. KPMG was appointed as liquidator.
There were no creditors. The credit balance was circa + US$2,500;
and
-- Fansz Limited, a social media start-up holding company,
registered in Guernsey, was put into voluntary liquidation in
December 2015. KPMG was appointed as liquidator. At last count
there were creditors circa US$1,300,000 (generally office leases
and professional services/employees) against assets of circa
US$500,000. KPMG are continuing to finalise the liquidation.
Jean-Pascal Michel Marie Tranié (age 57)
Current directorships or partnerships Directorships or partnerships
in the last five years
-------------------------------------- ------------------------------
Aloe Private Equity S.A.S. Agrogeneration S.A.
Aloe Private Equity (UK) Limited Assystem S.A.
Green Cross France et Territoires Edenworld EURL
Aloem
SCI De Tonneville
Provensol I
Lavansol III
Lavansol IV
Chateau Solar I
Chateau Solar IV
Chateau Solar II
Durancialis I
Durancialis II
Ferrasol
Camargue I
Soleol IV
SCI 2 Rouvray
CS Communication & Systèmes
PerPetual Ltd
Green Investment Group Ltd
Green Investment Group Advisory
-------------------------------------- ------------------------------
Felipe Wallace Simonsen (age 45)
Current directorships or partnerships Directorships or partnerships
in the last five years
-------------------------------------- ------------------------------
Altere Securitizadora S.A.
S.G. Consultoria Financeira S/S
Limitada
Fansz Latam Tecnologia Limitada
Ci Serv Servicos e Administracao
Limitada
Fs Consultoria Eireli- ME
-------------------------------------- ------------------------------
There is no other information in respect of the New Board that
is required to be disclosed pursuant to paragraph (g) of Schedule
Two to the AIM Rules.
This information is provided by RNS
The company news service from the London Stock Exchange
END
DSHFEWSMDFMSEEE
(END) Dow Jones Newswires
December 23, 2016 04:02 ET (09:02 GMT)
Monchhichi (LSE:MCC)
Historical Stock Chart
From Jul 2024 to Aug 2024
Monchhichi (LSE:MCC)
Historical Stock Chart
From Aug 2023 to Aug 2024
