REG - Dukemount Capital - Capitalisation of Loan, Issue of Equity & Warrants

DUKemount CapitalAnnouncement

04/03/2024 13:30

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RNS Number : 5035F  Dukemount Capital PLC  04 March 2024

4 March 2024

Dukemount Capital Plc

("Dukemount" or the "Company")

Capitalisation of Outstanding Loan, Issue of Equity and Warrants

The board of directors, Dukemount Capital Plc, is pleased to announce the
capitalisation of the £900,000 ("Outstanding Balance"), due under the
Facility Agreement dated 14 September 2021 (the "Facility Agreement") by way
of an equity subscription at £0.001  per share (the "Subscription") into
900,000,000 new ordinary shares ("Subscription Shares") by Paul Gazzard, a
director of Dukemount.

Background

The Outstanding Balance has been transferred and assigned to Paul Gazzard, a
director of Dukemount. In consideration, the lenders of the Facility Agreement
(the "Noteholders") will be paid £150,000 in cash and 225,000,000 new
ordinary shares in Dukemount payable on completion of the Subscription.

Following admission to trading of the Subscription Shares, Mr Gazzard has
agreed to sell the Subscription Shares at £0.001 to new investors for
£150,000 ("New Investors"). These New Investors have agreed to transfer
225,000,000 of the total Subscription Shares to the Noteholders. The balance
of 675,000,000 ordinary shares will be issued to the New Investors.

As the new investors were introduced by Peterhouse Capital Limited
("Peterhouse") and in light of the work undertaken by Peterhouse to date, the
Company has agreed to provide Peterhouse with warrants over 3% of the
Company's issued share capital from time to time, exercisable over 3 years at
£0.001 (the "Warrants").

Completion of the Subscription is conditional on, inter alia :- the
Subscription Shares being admitted to listing on the Official List (standard
listing segment) and to trading on the London Stock Exchange's main market for
listed securities on or around 5 March 2024.

Applications have be made to the FCA and the London Stock Exchange for
admission in respect of the Subscription Shares. It is expected that Admission
will become effective, and that dealings in the Subscription Shares are
expected to commence, at 8.00 a.m. on 5 March 2024.

The rights attaching to the Subscription Shares will be uniform in all
respects and all of the new Subscription Shares will rank pari passu and form
a single class for all purposes with the existing issued shares of £0.001 par
value in the Company.

Total Voting Rights

 

Following Admission, the Company has 969,316,623 ordinary shares of £0.001
par value in issue, each with one vote per share (and none of which are held
in treasury). The total number of voting rights in the Company is therefore
969,316,623. This figure of 969,316,623 may be used by shareholders in the
Company as the denominator for calculations to determine if they have a
notifiable interest in the share capital of the Company under the Disclosure
Guidance and Transparency Rules, or if such interest has changed.
For further information, please visit www.dukemountcapitalplc.com
(http://www.dukemountcapitalplc.com/)  or contact:

 

Dukemount Capital Plc :
 
Email info@dukemountplc.com

CEO: Paul Gazzard

Non-Executive Director: Geoffery Dart

 

Broker Enquiries:

Peterhouse Capital Limited
 
Tel: +44 (0) 207 469 0930

Lucy Williams/Duncan Vasey

 

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                                                         Paul Gazzard
 2    Reason for the notification
 a)   Position/status                                              Director
 b)   Initial notification /Amendment                              Initial notification

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

    platform, auctioneer or auction monitor

 a)   Name                                                         Dukemount Capital plc
 b)   LEI                                                          213800IVPZ932NP24O44
 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 £0.001 each

      Identification code

                                                                    ISIN:   GB00BMWC6Q55
 b)   Nature of the transaction                                    Capitalisation of £900,000 into 900,000,000 new ordinary shares
 c)   Price(s) and volume(s)                                        Price  No. of shares

                                                                   £0.001  900,000,000
 d)   Aggregated information

      - Aggregated volume                                          900,000,000

      - Price                                                      £0.001
 e)   Date of the transaction                                      5 March 2024
 f)   Place of the transaction                                     Outside a trading venue

 

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                                                         Paul Gazzard
 2    Reason for the notification
 a)   Position/status                                              Director
 b)   Initial notification /Amendment                              Initial notification

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

    platform, auctioneer or auction monitor

 a)   Name                                                         Dukemount Capital plc
 b)   LEI                                                          213800IVPZ932NP24O44
 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 £0.001 each

      Identification code

                                                                    ISIN:   GB00BMWC6Q55
 b)   Nature of the transaction                                    Disposal of 900,000,000 ordinary shares
 c)   Price(s) and volume(s)                                        Price  No. of shares

                                                                   £0.001  900,000,000
 d)   Aggregated information

      - Aggregated volume                                          900,000,000

      - Price                                                      £0.001
 e)   Date of the transaction                                      5 March 2024
 f)   Place of the transaction                                     Outside a trading venue

 

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