REG - Braveheart Inv Group - Acquisition of interest in Aukett Swanke Group plc

Braveheart InvestmentAnnouncement

03/08/2022 16:15

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RNS Number : 8283U  Braveheart Investment Group plc  03 August 2022

3 August 2022

Braveheart Investment Group plc

 

("Braveheart" or "the Group")

 

Acquisition of 7.89 per cent. interest in Aukett Swanke Group plc,

Issue of Consideration Shares, Director/PDMR Shareholding and Total Voting
Rights

 

Braveheart Investment Group (AIM: BRH), is pleased to announce that it has
purchased a total of 13,040,572 ordinary shares of one pence each in Aukett
Swanke Group plc ("ASG")( the "Existing ASG Shares") from Trevor Brown , a
Director of Braveheart and a person discharging managerial responsibilities
("PDMR") of the Group, at a price of 1.68 pence per share, being the closing
mid-market price on 2 August 2022, for a total consideration of £219,082. The
consideration will be satisfied by the issue of a total of 1,991,651 new
ordinary shares of 2 pence each in Braveheart (the "Consideration Shares"),
with the issue price of the Consideration Shares being 11 pence each, the
closing mid-market price of a Consideration Share on 2 August 2022. Upon
completion of the transaction, Braveheart will own 7.89 per cent. of the
issued share capital of ASG and Trevor Brown will no longer have a holding of
ordinary shares in ASG.

 

ASG is an operating company whose ordinary shares are admitted to trading on
AIM (AIM: AUK). In the year ended 30 September 2021, ASG incurred a loss
before taxation of £1,531,000 and as at 31 March 2022 had unaudited net
assets of £2,631,000.

 

ASG is a professional services group that principally provides architectural
and interior design services in the primary international market sectors of
offices, residential, education, industrial, hospitality and mixed use or
'hybrid' developments. It has two principal UK subsidiaries, Aukett Swanke
Limited and Veretec Limited as well as a network of offices in Abu Dhabi, Al
Ain, Berlin, Dubai, Frankfurt, Istanbul, London, Moscow and Prague.

 

The Board continues to seek investment opportunities, both within its existing
portfolio and from outside. It considers ASG to be a company with medium term
growth potential and an investment that fits well in its portfolio of advanced
technology businesses.

 

Application will be made to the London Stock Exchange for the Consideration
Shares to be admitted to trading on AIM ("Admission"). It is anticipated that
Admission will occur, and dealings will commence in the Consideration
Shares at 8.00 a.m. on, or around, 10 August 2022.

 

Director's holding

 

Upon Admission, Trevor Brown will hold a total beneficial interest in
7,063,571 ordinary shares of 2 pence each in Braveheart, equivalent to
approximately 12.69 per cent. of Braveheart's enlarged  issued share capital.

 

Related Party Transaction

 

The seller of the Existing ASG Shares is Trevor Brown, who is the CEO and a
Director of Braveheart and, therefore, the transaction is treated as a related
party transaction under the AIM rules. The independent directors, being Qu Li,
Susan Hagan and Vivian Hallam, consider, having consulted with Allenby Capital
Limited, the Company's Nominated Adviser, that the terms of the purchase of
the Existing ASG Shares and the issue of the Consideration Shares are fair and
reasonable insofar as the shareholders of Braveheart are concerned.

 

Total voting rights

 

Following Admission, the Company will have 55,666,082 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 55,666,082. This figure may be used by shareholders from
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.

 

The notifications below, which have been made in accordance with the
requirements of the UK Market Abuse Regulation, provide further detail.

 For further information:
 Braveheart Investment Group plc                                Tel: 01738 587555
 Trevor Brown, Chief Executive Officer

 Viv Hallam, Executive Director

 Allenby Capital Limited (Nominated Adviser and Joint Broker)   Tel: 020 3328 5656
 David Worlidge / James Reeve / George Payne

 Peterhouse Capital Limited (Joint Broker)                      Tel: 020 7469 0936
 Heena Karani / Lucy Williams

 

 

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                                                         Trevor Brown

 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                                                         Braveheart Investment Group plc

 b)   LEI                                                          2138006HQ3COMU626I61

 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 of 2 pence each in Braveheart Investment Group plc

      Identification code                                          GB00B13XV322

 b)   Nature of the transactions                                   issue of new Ordinary Shares

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

                                                                   11p                                 1,991,651

 d)   Aggregated information

      - Aggregated volume                                          1,991,651

      - Price                                                      11p

      - Principal amount                                           £219,082

 e)   Dates of the transaction                                     3 August 2022

 f)   Place of transaction                                         Off-market

 

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