Crushmetric Group Ld: Completion of Acquisition, Share Transfers & Loan

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RNS Number : 6932K  CRUSHMETRIC Group Limited  23 December 2022

23 December 2022

 

 

CRUSHMETRIC GROUP LIMITED

(formerly known as "MiLOC Group Limited")

("CRUSHMETRIC" or "the Company")

 

Allotment of Shares, Director's share transfers

And Demand on Subsidiary's Loan

 

ALLOTMENT OF SHARES

CRUSHMETRIC GROUP LIMITED (AQSE: CRUSH), the AQSE Growth Market quoted
Company, is pleased to advise, further to the Annual General Meeting of 2
November 2022, that it has completed the allotments and issue of the
consideration shares, pursuant to the acquisition of CRUSHMETRIC Limited.
153,486,965 new Ordinary Shares have been issued to the following
shareholders.

 Shareholder                                                            Amount of new Ordinary Shares to be issued  % of Enlarged Issued Shares
 ONG Ban Poh Michael (Chief Executive Officer and Executive Director)*  66,920,317                                  27.9
 Noah Deledda                                                           69,683,082                                  29
 Lim Yi Shenn **                                                        16,883,566                                  7
 Total                                                                  153,486,965                                 63.9

 

* Mr. ONG Ban Poh Michael ("Mr. Ong"), Chief Executive Officer of the Company
currently holds 13,934,150 Ordinary Shares through Megasia International
Limited, which represents 5.81% of enlarged issued shares. Mr. Ong will hold
in total 80,854,467 Ordinary Shares in the Company, representing 33.7% of the
enlarged issued shares.

** Mr. Lim Yi Shenn ("Mr. Lim"), prior to the acquisition owned 3,830,261
ordinary shares of the Company. Together with the share allotment of
16,883,566, the total shareholding of Mr. Lim will be 20,713,824 Ordinary
Shares, which represents 8.63% of the enlarged issued share capital.

Application will be made for the 153,486,965 Ordinary Shares to be admitted
to trading on the AQSE Growth Market and it is expected that admission will
occur on or before 29 December 2022.

The Ordinary Shares, when issued, will be credited as fully paid and rank
pari passu in all respects with the existing Ordinary Shares of the Company.

TOTAL VOTING RIGHTS

The Company announces that, following the issue of Ordinary Shares referred to
above, in accordance with the Financial Conduct Authority's Disclosure and
Transparency Rules (the "Disclosure and Transparency Rules"), the total number
of Ordinary Shares in issue will be 239,933,283 with each share carrying the
right to one vote.

CRUSHMETRIC does not hold any shares in Treasury.

The above figure of 239,933,283 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 Company, under
the Disclosure and Transparency Rules.

TRANSFER OF DIRECTOR'S SHARES

The Company also announces that Dr. Chow Ching Fung ("Dr. Chow"),
non-Executive Director, will gift 23,968,230 Ordinary Shares for £Nil
consideration to all existing shareholders pro-rata to their current
shareholding as at 30(th) June 2022, excluding Mr. Ong Ban Poh Michael, Mr.
Noah Deledda, and any of their  family members. None of these Ordinary Shares
will be gifted to family members of Dr. Chow.

Dr. Chow currently holds 28,290,546 Ordinary Shares through Megasia
International Limited, representing 11.79% of enlarged issued share capital.
After the share transfers, his shareholding of the Company will be reduced to
4,322,316 Ordinary Shares, representing 1.8% of the enlarged issued share
capital. The share transfers are expected to be completed around the end of
January 2023. A further announcement will be made in due course once the share
transfers have completed.

DEMAND ON SUBSIDIARY'S LOAN

The Company also announces that one of the Company's shareholders, Mr. Lim Yi
Shenn has submitted a statutory demand to the Company's wholly-owned
subsidiary,  CRUSHMETRIC Limited, for a loan of approximately GBP109,673
(approximately HKD1,037,964). The Company will work with Mr. Lim to resolve
this payment. A further announcement will be made in due course.

 

The Directors of the Company accept responsibility for the contents of this
announcement.

 

For further information, please contact:-

 CRUSHMETRIC Group Limited

 ONG Ban Poh Michael - Chief Executive Officer   Tel: +852 2110 4221

 Lilian Lo - Acting Chief Financial Officer

 AQSE Growth Market Corporate Adviser            Tel: +44 (0) 20 7469 0930

 PETERHOUSE CAPITAL LIMITED

 Guy Miller

 Mark Anwyl

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         ONG Ban Poh Michael
 2    Reason for the notification
 a)   Position/status                                              PDMR (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                                                         CRUSHMETRIC Group Limited
 b)   LEI                                                          213800LQRD2H94XEL429
 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 no par value each in CRUSHMETRIC Group Limited

      Identification code

                                                                   Identification code (ISIN) for CRUSHMETRIC Group Limited ordinary shares:
                                                                   KYG613521031
 b)   Nature of the transaction                                    Purchase of Ordinary Shares
 c)   Price(s) and volume(s)                                        Price(s)                         Volume(s)
                                                                   Nil (Vend of Asset into Company)  66,920,317 Ordinary Shares

 
 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      21 December 2022
 f)   Place of the transaction                                     Aquis Exchange

 

d)

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transaction

21 December 2022

f)

Place of the transaction

Aquis Exchange

 

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Noah Deledda
 2    Reason for the notification
 a)   Position/status                                              PDMR
 b)   Initial notification /Amendment                              Initial notification

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

    platform, auctioneer or auction monitor

 a)   Name                                                         CRUSHMETRIC Group Limited
 b)   LEI                                                          213800LQRD2H94XEL429
 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 no par value each in CRUSHMETRIC Group Limited

      Identification code

                                                                   Identification code (ISIN) for CRUSHMETRIC Group Limited ordinary shares:
                                                                   KYG613521031
 b)   Nature of the transaction                                    Purchase of Ordinary Shares
 c)   Price(s) and volume(s)                                        Price(s)                         Volume(s)
                                                                   Nil (Vend of asset into Company)   69,683,082 Ordinary Shares

 
 d)   Aggregated information                                       N/A

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      21 December 2022
 f)   Place of the transaction                                     Aquis Exchange

 

d)

Aggregated information

- Aggregated volume

- Price

N/A

e)

Date of the transaction

21 December 2022

f)

Place of the transaction

Aquis Exchange

 

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