REG - Amcomri Group PLC - Exercise of Warrants & TVR, Grant of LTIP Options

AmcomriAnnouncement

08/08/2025 07:00

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RNS Number : 4912U  Amcomri Group PLC  08 August 2025

8 August 2025

 

Amcomri Group plc

("Amcomri" or the "Company")

 

Exercise of Warrants and Total Voting Rights

and

Grant of LTIP Options

 

Amcomri Group plc (AIM: AMCO), the UK focused specialist engineering services
and industrial manufacturing group, announces that it has received notice to
exercise warrants over 140,363 new ordinary shares in the Company of 1p each
("Warrant Shares"), at an exercise price of 55p, resulting in the receipt of
approximately £77,000.

 

Application has been made for the 140,363 Warrant Shares to be admitted to
trading on AIM, which is expected to occur on 13 August 2025 ("Admission").
The Warrant Shares will rank pari passu in all respects with the ordinary
shares of 1p each ("Ordinary Shares").

 

Following Admission, the Company's issued share capital will comprise
71,978,912 Ordinary Shares, none of which are held in treasury. Therefore, the
total number of Ordinary Shares with voting rights in the Company following
admission will be 71,978,912. 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
Group under the FCA's Disclosure, Guidance and Transparency Rules.

 

In addition, the Company announces that it has today granted nominal cost
options ("LTIP Options") over 884,000 Ordinary Shares under the Amcomri Long
Term Incentive Plan 2024 ("LTIP") established by the Remuneration Committee to
motivate, retain and incentivise high calibre executives, and align the
interests of executives and shareholders in order to successfully grow
shareholder value. Any vesting of the LTIP Options is subject to the
achievement of Adjusted EBITDA and Total Shareholder Return performance
targets over a three-year performance period to 31 December 2027 and to
continued employment, under the terms of the LTIP.

 

The LTIP Options have been granted by the Remuneration Committee to the
Executive Directors and PDMRs as follows:

 

 Director/PDMR                                       Number of LTIP Options  Vesting date   Expiry date
 Hugh Whitcomb, CEO                                  228,000                 7 August 2028  7 August 2038
 Mark O'Neill, Investment Director                   193,000                 7 August 2028  7 August 2038
 Siobhán Tyrrell, Chief Financial Officer            184,000                 7 August 2028  7 August 2038
 Mark Mullen, Business Process Improvement Director  139,500                 7 August 2028  7 August 2038
 Steve Jones, Group Industrial Director              139,500                 7 August 2028  7 August 2038

 

The notifications below, made in accordance with the requirements of the UK
Market Abuse Regulation, provide further details.

 

Application of the Takeover Code to awards of LTIP Options to persons acting
in concert

 

Certain shareholders in the Company prior to its admission to AIM are deemed
to be acting in concert for the purposes of the Takeover Code (together
referred to as the "Concert Party").  At IPO and prior to the grant of the
LTIP Options, collectively the Concert Party was interested in 74.5% of the
Ordinary Shares in issue, increasing to a maximum percentage assuming the
exercise of existing share options granted ("Existing Options") to 74.7%.
Assuming the exercise of all Share Options (being the Existing Options and the
LTIP Options), the aggregate maximum percentage of the Concert Party in
Ordinary Shares following the grant of the LTIP Options today is 71.5%.

 

Under Rule 9 of the Takeover Code, any person who acquires an interest in
shares which, taken together with shares in which that person or any person
acting in concert with that person is interested, carry 30 per cent. or more
of the voting rights of a company which is subject to the Takeover Code is
normally required to make an offer to all the remaining shareholders to
acquire their shares ("Rule 9 Offer").

 

Similarly, when any person, together with persons acting in concert with that
person, is interested in shares which in the aggregate carry not less than 30
per cent. of the voting rights of such a company but does not hold shares
carrying more than 50 per cent. of the voting rights of the company, a Rule 9
Offer will normally be required if any further interests in shares carrying
voting rights are acquired by such person or any person acting in concert with
that person. A Rule 9 Offer must be made in cash at the highest price paid by
the person required to make the offer, or any person acting in concert with
such person, for any interest in shares of the company during the 12 months
prior to the announcement of the offer.

 

While the Concert Party controls over 50% of the total voting rights, the
exercise of Share Options by the Concert Party will not trigger a requirement
to make a Rule 9 Offer unless the relevant individual holder's shareholding
increases through a Rule 9 threshold.  However, it is possible that over the
10 year life of the Share Options the Concert Party's collective percentage
shareholding could decrease to below 50%; for example, as a result of share
sales by members of the Concert Party and/or as a result of a new Ordinary
Shares being issued.  In these circumstances the exercise of Share Options
could trigger a Rule 9 Offer, unless waived by the Takeover Panel.  The
Takeover Panel has been consulted about such a waiver and has confirmed that
it will not require a Rule 9 Offer to be made as a result of the exercise of
the Share Options.

 

Grant of LTIP Options to members of the Concert Party

 

The interests of the Concert Party members who were granted LTIP Options are
shown in the table below.  The maximum percentage has been calculated on the
basis that only the LTIP Options granted to members of the Concert Party are
exercised.

 

 Name           Number of Ordinary Shares  Existing Share Options  Maximum percentage on exercise of Existing Share Options  New LTIP Options  Maximum percentage on exercise of all Share Options
 Hugh Whitcomb  4,636,976                  414,546                 7.0%                                                      228,000           7.2%
 Mark O'Neill   1,869,778                  160,000                 2.8%                                                      193,000           3.0%
 Mark Mullen    500,205                    126,000                 0.9%                                                      139,500           1.0%

 

Full details of the Concert Party's composition and its interests in Ordinary
Shares and Existing Share Options are set out on pages 41 and 42 of the
Company's Admission Document which is available at
https://amcomrigroup.com/investor-relations/aim-rule-26
(https://amcomrigroup.com/investor-relations/aim-rule-26) .

 

For further information please contact:

 

 Amcomri Group plc                                           Via Walbrook
 Hugh Whitcomb, Chief Executive Officer                      Tel: +44 (0)20 7933 8780

 Mark O'Neill, Investment Director
 Siobhán Tyrrell, Chief Financial Officer

 Cavendish Capital Markets Limited                           Tel: +44 (0)20 7220 0500
 Adrian Hadden/Katy Birkin - Corporate Finance
 Michael Johnson/Jasper Berry/Andrew Burdis - Sales/Broking

 Walbrook PR Ltd                                             Tel: +44 (0)20 7933 8780
 Tom Cooper/Nick Rome                                        amcomri@walbrookpr.com (mailto:amcomri@walbrookpr.com)

To find out more, please visit: www.amcomrigroup.com
(http://www.amcomrigroup.com)

 

Notes to Editors:

 

Amcomri is a "Buy, Improve, Build" group focusing on acquiring, integrating
and enhancing specialist engineering services and industrial manufacturing
businesses that provide technical services to major UK infrastructure,
transportation and energy companies and bespoke mission-critical services to a
diverse range of sectors and markets.

 

The Group currently operates through the following two divisions:

 

(i)       Embedded Engineering Division: provides specialist technical
and engineering services for major industrial, infrastructure and
transportation clients, typically with complex technical needs and undertaken
in operating environments where safety and compliance performance are critical
requirements. The division predominantly provides engineering services and
support for their clients' capital intensive, mission-critical assets such as
high voltage electrical transmission systems, petrochemical and continuous
process operations, and large power generation plants.

 

(ii)      B2B Manufacturing Division: focuses on selective niche B2B
markets or businesses, where the Group has identified an opportunity to
achieve enhanced financial performance by leveraging an initially strong
competitive market position combined with the Group's business improvement
capabilities.

 

The Group operates across a diverse range of sectors and markets, including
industrial, infrastructure and mass transportation. The Group deploys a
structured "Buy, Improve, Build" strategy with a track record of value
enhancing acquisitions in the industrial environment. It has a particular
focus on leveraging the Group's experience and track record in relation to
acquisitions arising from owner manager 'retirement' situations, where there
are no, or limited, alternative plans for succession to sustain the enterprise
value present within the target business.

 

The Group has been created through a series of 18 successful acquisitions,
comprising the acquisition of 14 operating companies and 4 bolt-on
asset/business purchases, each of which has been integrated into the Group.
Post acquisition, the Group has a strong focus on facilitating and supporting
its operating companies with organic growth initiatives, and the Group's
businesses are well placed to take advantage of generally positive conditions
in their respective niche end markets.

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Hugh Whitcomb

 2    Reason for the notification

 a)   Position/status                                              Chief Executive Officer

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Amcomri Group plc

 b)   LEI                                                          64887R4549E0TZ3ZZV74

 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 the financial instrument, type of instrument  Ordinary Shares in Amcomri Group plc

      Identification code (ISIN)

                                                                   GB00BMBWCV32
 b)   Nature of the transaction                                    Grant of LTIP Options

 c)   Price(s) and volume(s)                                        Price(s)   Volume(s)

                                                            £0.01       228,000

 d)   Aggregated information                                       N/A (single transaction)

       - Aggregated volume

       - Price
 e)   Date of the transaction                                      7 August 2025

 f)   Place of the transaction                                     AIMX

d)

 

Aggregated information

 - Aggregated volume

 - Price

N/A (single transaction)

e)

 

Date of the transaction

 

7 August 2025

f)

 

Place of the transaction

 

AIMX

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Mark O'Neill

 2    Reason for the notification

 a)   Position/status                                              Investment Director

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Amcomri Group plc

 b)   LEI                                                          64887R4549E0TZ3ZZV74

 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 the financial instrument, type of instrument  Ordinary Shares in Amcomri Group plc

      Identification code

                                                                   GB00BMBWCV32
 b)   Nature of the transaction                                    Grant of LTIP Options

 c)   Price(s) and volume(s)

Price(s)  Volume(s)

                                                                   £0.01     193,000

 d)   Aggregated information                                       N/A (single transaction)

      - Aggregated volume

      - Price

 e)   Date of the transaction                                      7 August 2025

 f)   Place of the transaction                                     AIMX

d)

 

Aggregated information

- Aggregated volume

- Price

 

N/A (single transaction)

e)

 

Date of the transaction

 

7 August 2025

f)

 

Place of the transaction

 

AIMX

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Siobhán Tyrrell

 2    Reason for the notification

 a)   Position/status                                              Chief Financial Officer

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Amcomri Group plc

 b)   LEI                                                          64887R4549E0TZ3ZZV74

 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 the financial instrument, type of instrument  Ordinary Shares in Amcomri Group plc

      Identification code

                                                                   GB00BMBWCV32
 b)   Nature of the transaction                                    Grant of LTIP Options

 c)   Price(s) and volume(s)

Price(s)  Volume(s)

                                                                   £0.01     184,000

 d)   Aggregated information                                       N/A (single transaction)

       - Aggregated volume

       - Price

 e)   Date of the transaction                                      7 August 2025

 f)   Place of the transaction                                     London Stock Exchange, AIM Market (XLON)

d)

 

Aggregated information

 - Aggregated volume

 - Price

 

N/A (single transaction)

e)

 

Date of the transaction

 

7 August 2025

f)

 

Place of the transaction

 

London Stock Exchange, AIM Market (XLON)

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Mark Mullen

 2    Reason for the notification

 a)   Position/status                                              Business Process Improvement Director

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Amcomri Group plc

 b)   LEI                                                          64887R4549E0TZ3ZZV74

 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 the financial instrument, type of instrument  Ordinary Shares in Amcomri Group plc

      Identification code

                                                                   GB00BMBWCV32
 b)   Nature of the transaction                                    Grant of LTIP Options

 c)   Price(s) and volume(s)

Price(s)  Volume(s)

                                                                   £0.01     139,500

 d)   Aggregated information                                       N/A (single transaction)

       - Aggregated volume

       - Price

 e)   Date of the transaction                                      7 August 2025

 f)   Place of the transaction                                     AIMX

d)

 

Aggregated information

 - Aggregated volume

 - Price

 

N/A (single transaction)

e)

 

Date of the transaction

 

7 August 2025

f)

 

Place of the transaction

 

AIMX

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Steve Jones

 2    Reason for the notification

 a)   Position/status                                              Group Industrial Director

 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Amcomri Group plc

 b)   LEI                                                          64887R4549E0TZ3ZZV74

 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 the financial instrument, type of instrument  Ordinary Shares in Amcomri Group plc

      Identification code

                                                                   GB00BMBWCV32
 b)   Nature of the transaction                                    Grant of LTIP Options

 c)   Price(s) and volume(s)

Price(s)  Volume(s)

                                                                   £0.01     139,500

 d)   Aggregated information                                       N/A (single transaction)

       - Aggregated volume

       - Price

 e)   Date of the transaction                                      7 August 2025

 f)   Place of the transaction                                     AIMX

d)

 

Aggregated information

 - Aggregated volume

 - Price

 

N/A (single transaction)

e)

 

Date of the transaction

 

7 August 2025

f)

 

Place of the transaction

 

AIMX

 

 

 

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