REG - Dukemount Capital - Notice of AGM

DUKemount CapitalAnnouncement

14/12/2023 10:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231214:nRSN8372Wa&default-theme=true

RNS Number : 8372W  Dukemount Capital PLC  14 December 2023

14 December 2023

Dukemount Capital Plc

("Dukemount" or the "Company")

 Notice to shareholders for annual general meeting, further advance under
existing funding agreement, settlement to achieve a reduction in existing debt
and completion of Chesterfield Conversion of debt

The board of directors, Dukemount Capital Plc, a SPAC (as confirmed in the
announcement of 12 September 2023), is pleased to confirm the following:

·    A circular will be posted on Monday 18 December to hold the annual
general meeting of the Company on 12 January 2024. The resolutions (the
"Resolutions") at the annual general meeting will be to, inter alia,
restructure the share capital of the Company given the current trading price
being below the nominal value.

·    Through extensive discussions with the existing noteholders (the
"Investors") pursuant to the existing funding agreement (as detailed in the
announcement of 11 October 2022) (the "Existing Funding"), the directors have
executed a net advance of £40,000 to fund immediate capital requirements of
the Company.

·    The Investors have agreed an irrevocable conditional amendment to the
Existing Funding as follows:

o  The existing debt (inclusive of the further £40,000 advance) will be
reduced to £900,000 (being a decrease of over 20% of the accrued balances).

o  No interest or fees to accrue during the term (i.e. the outstanding
balance is frozen).

o  All rights to receive warrants pursuant to the Existing Funding are
released and waived.

o  24 month repayment term from the date of the amendment being effective

o  Upon completion of a reverse takeover, the Company may elect for either
(a) the Existing Funding to be converted into equity at the relevant placing
price for the RTO or (b) the Existing Funding will be repaid (i) 50% of the
outstanding balance on completion, (ii) 25% - 13 months from completion and
(iii) 25% - 24 months from completion.

The amendments are conditional on the passing of the Resolutions and the
Chesterfield Conversion below.

 

·    As previously announced, Chesterfield Capital Limited has undertaken
to convert the existing £500,000 debt at 0.0065 per ordinary share in the
Company (being 76,923,076 ordinary shares when calculated prior to the
reorganisation as detailed in the Resolutions) (the "Chesterfield
Conversion"). Chesterfield Capital Limited has issued a subscription which is
only conditional on the passing of the Resolutions.

CEO Elect Paul Gazzard commented:

"The board of directors are working closely with its broker, Peterhouse
Capital, to consider all capital raising opportunities and to review prospects
with regards to an RTO. At present the Company has no proceedable RTO
opportunities, but we continue to review those presented to the board and will
continue to ensure the market is kept up-to-date on progress. The additional
funding from the Investors ensures the Company is on track to finalise its
annual report for the 30 September 2023 year end and intends to publish those
within the required timetable. Further, the restructure of the Existing
Funding and the Chesterfield Conversion simplifies considerably the historic
liabilities of the Company, something which the board believes will have a
positive impact on progressing a potential RTO. The circular for the annual
general meeting will be posted next week."

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

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOATIBLTMTABMIJ