Closing of third round of subscriptions
01/03/2024 07:00
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
1 March 2024
BWA Group PLC
(“BWA”, the “Group”, or the “Company”) (AQSE: BWAP)
Closing of third round of subscriptions
Extension of Offer for Subscription
Total Voting Rights
Closing of third round of subscriptions
BWA Group Plc [AQSE: BWAP], which holds mineral exploration licences in both
Cameroon and Canada and is quoted on London’s AQSE Growth Market, is pleased
to announce, further to the notification of 3 November 2023 (the
“Notification”), the closing of the first round of subscriptions
(announced on 7 December 2023 – the “First Closing”) and the closing of
the second round of subscriptions (announced on 4 January 2024 - the “Second
Closing”), the Company has closed the third round of subscriptions (the
“Third Closing”) for a further 10,000,000 new ordinary shares of 0.5p each
(“Ordinary Shares”). As set out in the Notification, the new Ordinary
Shares are being issued at a price of 0.5p per Ordinary Share, accompanied by
warrants in the ratio of 1 for 2 ordinary shares subscribed, exercisable into
Ordinary Shares at a price of 0.6p per share until 31 October 2024 and 0.75p
per share thereafter until 31 October 2026 (“New Shares”).
At the Third Closing, the Company has raised an additional £50,000, making a
total of £508,134 when combined with the previous two closings (the
“Subscription”). The Subscription has been received from Jonathan
Wearing, a Director and Substantial Shareholder of the Company. The use of
funds is as set out in the Notification.
The New Shares will be allotted under the Company’s existing unspent share
issue authorities and are expected to be admitted to trading on the AQSE
Growth Market on 7 March 2024 (“Admission”). On Admission, Mr Wearing
will hold 107,790,000 Ordinary Shares, equivalent to 14.12% of the Ordinary
Shares on Admission. Mr Wearing’s holding includes Ordinary Shares held by
Tricastle Investments Limited, a company he controls.
The issue of the New Shares constitutes a related party transaction under the
AQSE Growth Market Access Rules. The Board has concluded, having exercised
reasonable care, skill and diligence, that the related party transaction is
fair and reasonable as far as the shareholders of the Company are concerned.
On Admission, the Company will have 763,573,147 Ordinary Shares in issue, each
with one voting right. The Company does not hold any shares in treasury and
therefore the total number of voting rights in the Company is 763,573,147.
This figure should 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.
Extension of Offer for Subscription
The board of directors of the Company has agreed to extend the offer for
subscription until 29 March 2024, at which time a fourth and final closing
will take place. All terms will remain as set out in the Notification. Any
shareholder who may wish to subscribe for New Shares in the issue may express
an interest to the Company by emailing enquiries@bwagroupplc.com.
Total Voting Rights
The Company's issued share capital as at the date of this announcement
comprises 753,573,147 Ordinary Shares in issue, each with one voting right.
The Company does not hold any Ordinary Shares in treasury and therefore the
total number of voting rights in the Company is 753,573,147. This figure
should 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 Company under the FCA's Disclosure Guidance
and Transparency Rules. On Admission the number of Ordinary Shares will
increase as set out above.
The Board is responsible for the contents of this announcement.
For further information on the Company, please visit:
http://www.bwagroupplc.com/index.html
or contact:
BWA Group PLC James Butterfield Chairman +44 (0)7770 225253 enquiries@bwagroupplc.com
Jonathan Wearing Director
Allenby Capital Limited Corporate Adviser Nick Harris/Lauren Wright +44 (0)20 3328 5656
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
Details of the persons discharging managerial responsibilities / persons
closely associated.
Name Jonathan Wearing
Reason for notification Director of BWA Group Plc
Initial
Details of the issuer, emission allowance market participant, auction BWA Group Plc
platform, auctioneer, or auction monitor
LEI 213800XG3K7PTAAG8630
Description of the financial instrument, type of instrument Ordinary shares of 0.5p each
Identification code ISIN: GB0033877555
Nature of the transaction Subscription for Ordinary Shares
Price(s) and 10,000,000
volume(s) 0.5p per share
Aggregated information N/A
Aggregated volume
Price
Date of the transaction 29 February 2024
Place of the transaction N/A
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