Issue of Equity and Director / PDMR Shareholdings
16/08/2023 13:00
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
16 August 2023
BWA Group PLC
(“BWA” or the “Company”)
Issue of Equity and Director / PDMR Shareholdings
BWA (AQSE: BWAP), which has mineral exploration licences in
both Cameroon and Canada at various stages of development and is quoted on
London’s AQSE Growth Market, announces that it has allotted a total of
14,023,040 ordinary shares of 0.5 pence each in the Company ("Ordinary
Shares"), at a price of 0.5 pence per share, in part settlement of fees (in
respect of the half year ended 30 June 2023) and other amounts owing due to
current and former directors (the “New Shares”).
Application will be made for the New Shares to be admitted to trading on the
AQSE Growth Market and admission is expected to become effective on 22 August
2023 (“Admission”).
Following this issue, the notifiable interests in the enlarged issued share
capital of the Company are as follows:
Shareholder Number of New Shares Total Ordinary Shares Held % of Ordinary Shares Held
Alex Borrelli 2,871,908 35,438,469 6.94
James Butterfield * 2,100,000 57,618,739 11.28
James Hogg ** 9,051,132 13,926,133 2.73
* Director of the Company.
** Mr Hogg ceased to be a Director of the Company on 1 July 2023, but remains
a director at the Company’s wholly owned subsidiary, BWA Resources (UK)
Limited. The New Shares issued includes 2,863,568 issued to Addison Mining
Services Ltd, a company controlled by Mr Hogg, for the provision of technical
support in relation to the Cameroon heavy mineral sands projects.
Total Voting Rights
Following Admission, the Company will have 510,681,547 Ordinary Shares in
issue, each share carrying the right to one vote. The Company does not hold
any Ordinary Shares in Treasury. Following Admission, the figure of
510,681,547 Ordinary Shares may be used by shareholders in the Company 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 Financial Conduct Authority's
Disclosure and Transparency Rules.
Outstanding Loan Notes
As previously announced, during 2022 and 2023 the Company raised capital
through the issue of loan notes as it had not proved possible to raise fresh
equity capital at the time. These loan notes were subscribed by directors,
subsidiary directors and significant shareholders of the Company. The
Company is providing the following summary to update shareholders.
During May 2022, the Company issued £200,000 of 14% convertible loan notes.
These loan notes are convertible into Ordinary Shares at a price of 0.6 pence
per Ordinary Share, with a redemption date of 30 April 2024. All interest is
accrued until the redemption date and may be converted on the same terms as
the principal. The loan note holders can request conversion at any time
until the redemption date and the Company has a right to require conversion on
the redemption date, including of the accrued interest. The amounts held of
this loan note are as follows:
James Butterfield £2,500
James Hogg £5,000
Alex Borrelli £2,500
Richard Battersby £5,000
Jonathan Wearing (incl. Tricastle Investments Ltd.) £35,000
Mike Cass £150,000
During the first quarter of 2023 the Company issued short term loan notes to
provide working capital. It has been agreed between the Company and the loan
note holders that these shall all now have a redemption date of 31 December
2023. The amounts below are the redemption value of the loan notes,
including accrued interest.
James Butterfield £18,000
James Hogg £9,333
Richard Battersby £35,000
Jonathan Wearing (incl. Tricastle Investments Ltd.) £55,000
Dick Howe £5,000
The Company has agreed the right to capitalise £30,000 of the above at 0.5
pence per Ordinary Share and anticipates further amounts may eventually be
capitalised on the same terms. Further announcements will be made closer to
the time.
The Directors of BWA are responsible for the contents of this
announcement.
-Ends -
For further information:
BWA Group PLC +44 7770 225253
James Butterfield enquiries@bwagroupplc.com
Chairman
Allenby Capital Limited +44 20 3328 5656
Corporate Adviser
Nick Harriss/Lauren Wright
Market Abuse Regulation (MAR) Disclosure
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 James Butterfield
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 Allotment of Ordinary Shares in part settlement of remuneration
Price(s) and 2,100,000
volume(s) Ordinary Shares at 0.5p per share
Aggregated information N/A
Aggregated volume
Price
Date of the transaction 16 Aug 2023
Place of the transaction N/A
The Directors of BWA are responsible for the contents of this
announcement.
Ends -
For further information:
BWA Group PLC +44 7770 225253
James Butterfield enquiries@bwagroupplc.com
Interim Chairman
Allenby Capital Limited +44 20 3328 5656
Corporate Adviser
Nick Harriss/Lauren Wright
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