Issue of Equity - Closing of first round of subscriptions
07/12/2023 07:00
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
7 December 2023
BWA Group PLC
(“BWA”, the “Group”, or the “Company”) (AQSE: BWAP)
Closing of first 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 (the
“First Closing”) for 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 First Closing, the Company has raised a total of £457,000 through
subscriptions for a total of 91,400,000 New Shares (the “Subscriptions”).
The Subscriptions have been received from all three member of the board and
directors (the “Board”) and two existing substantial shareholders. The
Board expects to have a second and final closing round of subscriptions for
New Shares on 31 December 2023. 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 12 December 2023 (“Admission”). On Admission, the
revised shareholdings of the Directors and Significant Shareholders, will be,
to the best knowledge of the Company, as follows:
Name Current Shareholding % of Current Share Capital New Shares Enlarged Shareholding % of Enlarged Share Capital
Directors
James Butterfield 57,618,739 11.28% 200,000 57,818,739 9.85%
Jonathan Wearing 1 36,540,000 7.16% 60,000,000 96,540,000 16.45%
John Byfield 5,440,000 1.07% 200,000 5,640,000 0.96%
Significant Shareholders
Richard Battersby 2 98,337,890 19.26% 1,000,000 99,337,890 16.93%
G & O Energy Investments Limited 57,000,000 11.16% 57,000,000 9.71%
Mr D M Cass 49,782,022 9.75% 30,000,000 79,782,022 13.60%
Alex Borrelli 35,438,469 6.94% 35,438,469 6.04%
Gudmundur Svavarsson 32,049,000 6.28% 32,049,000 5.46%
Mr J Harvey 23,285,193 4.56% 23,285,193 3.97%
Vilhjalmur Thor Vilhjalmsson 20,859,200 4.08% 20,859,200 3.55%
1. Mr Wearing’s holding includes Tricastle Investments Limited, a company he
controls.
2. Mr Battersby’s holding include shares held by The Bank of New York
(Nominees) Limited and CGWM Nominees Limited as nominees for Bath Group
Limited and Second Neric Limited, both of which companies 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 are
fair and reasonable as far as the shareholders of the Company are concerned.
On Admission, the Company will have 602,081,547 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 496,658,507.
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.
Any shareholder, however, who may wish to subscribe for New Shares may express
an interest to the Company by emailing enquiries@bwagroupplc.com.
The Board are 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 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 Subscription for Ordinary Shares
Price(s) and 200,000
volume(s) 0.5p per share
Aggregated information N/A
Aggregated volume
Price
Date of the transaction 5 Dec 2023
Place of the transaction N/A
Name John Byfield
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 200,000
volume(s) 0.5p per share
Aggregated information N/A
Aggregated volume
Price
Date of the transaction 5 Dec 2023
Place of the transaction N/A
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 60,000,000
volume(s) 0.5p per share
Aggregated information N/A
Aggregated volume
Price
Date of the transaction 5 Dec 2023
Place of the transaction N/A
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