REG - Earnz PLC - Completion of Acquisitions, Shareholdings and TVR
29/08/2024 09:15
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RNS Number : 1531C Earnz PLC 29 August 2024
29 August 2024
EARNZ plc
("EARNZ" or the "Company")
Completion of Acquisitions,
Directors' Shareholdings,
Concert Parties' Shareholdings, and
Total Voting Rights
EARNZ plc (AIM: EARN), an energy services company whose objective is to
capitalise on the drive for global decarbonisation, is pleased to announce
completion of the acquisitions of Cosgrove & Drew Ltd and South West
Heating Services Ltd. Re-Admission of the Existing Ordinary Shares and the VCT
and EIS Placing Shares occurred and dealings commenced in the Non-EIS and
VCT Placing Shares, the Initial Consideration Shares, the Bob Holt Loan
Conversion Shares, the Existing Ordinary Shares and the VCT and EIS Placing
Shares at 8.00 a.m. today.
Unless the context provides otherwise, capitalised terms used in this
announcement have the meanings given to them in the announcement of the
proposed fundraising released on 8 August 2024.
Directors' Shareholdings
The table below outlines the Directors' respective shareholdings following
Re-Admission.
Name Position Shareholding on Re-Admission % of Enlarged Share Capital
Bob Holt((1)) Executive Chair 10,321,786 10.10%
Elizabeth Lake Chief Financial Officer 1,666,666 1.63%
John Charlton((2)) Executive Director 799,999 0.78%
Linda Main Non-Executive Director 200,000 0.20%
Sandra Skeete Non-Executive Director 13,333 0.01%
((1) )Bob Holts' shareholding includes 133,333 Ordinary Shares held by
his wife, Angela Burnett, 4,666,666 Ordinary Shares held in a SSAS in his own
name with the remainder of the Ordinary Shares held in his own name
((2) )John Charlton's shareholding includes 133,333 Ordinary Shares held
by his wife, Catherine Charlton
Concert Parties' Shareholdings
Bob Holt is a common member of the Bob Holt Concert Party and the C&D
Concert Party and together they are known as the Existing Bob Holt Concert
Party. Separately, the SWHS Concert Party, which comprises only Andrew Custer,
is regarded as acting in concert for the purposes of the City Code, but is not
acting in concert with the Existing Bob Holt Concert Party.
The table below outlines the combined holding of the Existing Bob Holt Concert
Party, and immediately following the issue of the Additional Consideration
Shares. As set out in the table below, members of the Existing Bob Holt
Concert Party are interested in approximately 15.05 per cent. of the voting
rights of the Company. Following the issue of the Additional Consideration
Shares, the members of the Existing Bob Holt Concert Party will be interested,
in aggregate, in approximately 32.81 per cent. of the voting rights of the
Company (as set out in the table below assuming all Additional Consideration
Shares are issued at 4p per share). Following the exercise in full of the LTIP
awards (which have been granted today to the Executive Director's (being Bob
Holt, John Charlton and Elizabeth Lake)), the members of the Existing Bob Holt
Concert Party will be interested, in aggregate, in approximately 36.01 per
cent. of the voting rights of the Company (as set out in the table below
assuming all shares exercised under the LTIP awards are issued at 4p per
share):
Shareholder % shareholding at Second Admission % shareholding after issue of Additional Consideration Shares % shareholding after exercise of LTIP options
Bob Holt((1)) 10.10% 14.56% 16.73%
Elizabeth Lake 1.63% 1.19% 2.08%
John Charlton((2)) 0.78% 0.57% 1.50%
Ian Currie 0.33% 0.24% 0.23%
James Holt 0.21% 0.15% 0.14%
Rachael Burnett 0.13% 0.09% 0.09%
Robert Holt 0.07% 0.05% 0.05%
William 0.07% 0.05% 0.05%
Holt
Sub-total Bob Holt Concert Party 13.31% 16.90% 20.86%
Zac Cosgrove 0.87% 7.96% 7.58%
Luke Drew 0.87% 7.96% 7.58%
Sub-total C&D Concert Party((3)) 11.85% 30.47% 31.88%
The Existing Bob Holt Concert Party Total 15.05% 32.81% 36.01%
((1) )Bob Holt's shareholding includes 0.13% of the Company's voting
rights held by his wife Angela Burnett., 4.57% of the Company's voting rights
are held in his SSAS, with the balance held in his own name.
((2) )John Charlton's shareholding includes 0.13% of the Company's
voting rights held by his wife Catherine Charlton(.)
((3) )This includes Bob Holt's shareholding.
The SWHS Concert Party is interested in approximately 4.57 per cent. of the
voting rights of the Company (as set out in the table below). Following the
issue of the Additional Consideration Shares, the SWHS Concert Party will be
interested in approximately 8.67 per cent. of the voting rights of the Company
(as set out in the table below assuming all Additional Consideration Shares
are issued at 4p per share):
Shareholder % shareholding at Second Admission % shareholding after issue of Additional Consideration Shares
Andrew Custer 4.57% 8.67%
Total 4.57% 8.67%
The above tables are based on the following assumptions:
· the maximum number of Additional Consideration Shares capable of
being issued under the terms of the SPAs (as additional consideration
depending on the performance of the Acquisitions after Second Admission) are
allotted and issued to the relevant Sellers (at 4p per share);
· the members of the Bob Holt Concert Party exercise all New Options
to which they are entitled in full at the earliest available opportunity
(being 29 August 2027); and
· there is no other issue of Ordinary Shares, or exercise of
other New Options.
THE FIGURES DISCLOSED IN THE DIRECTORS' SHAREHOLDINGS AND CONCERT PARTIES'
SHAREHOLDINGS PARAGRAPHS ABOVE SHOULD BE REFERRED TO RATHER THAN THOSE
DISCLOSED IN THE RESULT OF PLACING ANNOUNCEMENT ON 9 AUGUST 2024 AND THE
ADMISSION DOCUMENT PUBLISHED ON THE SAME DAY.
Total Voting Rights
For the purposes of the Financial Conduct Authority's Disclosure and
Transparency Rules, the Company's total issued share capital from Re-Admission
will consist of 102,206,397 ordinary shares of 4p each, with one voting right
per share. There are no shares held in treasury.
The total number of voting rights in the Company is therefore 102,206,397. The
above figure 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.
Enquiries:
EARNZ plc +44 (0) 7778 798 816
Bob Holt / Elizabeth Lake / John Charlton
Shore Capital - Nominated Adviser and Joint Broker +44 (0) 20 7408 4090
Tom Griffiths / Tom Knibbs / Lucy Bowden
Zeus Capital Limited - Joint Broker +44 (0) 20 7220 1666
Hugh Morgan / Antonio Bossi / Andrew de Andrade
Camarco - Financial PR +44 (0) 20 3757 4980
Ginny Pulbrook / Tilly Butcher / Rachel Scott
The notifications below, made in accordance with the requirements of the UK
Market Abuse Regulation, provides further detail.
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 Robert Holt
2 Reason for the notification
a) Position/status Executive Chairman
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name EARNZ plc
b) LEI 213800YWMHGTNXCWZC33
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 1. Issue of Initial Consideration Shares
2. Issue of Bob Holt Loan Conversion Shares
Identification code
ISIN: GB00BRC2TB67
b) Nature of the transaction 1. Issue of Initial Consideration Shares
2. Issue of Bob Holt Loan Conversion Shares
c) Price(s) and volume(s) Price(s) Volume(s)
1. 7.5p 2,521,787
2. 7.5p 3,000,000
d) Aggregated information
Aggregated volume: 5,521,787
- Aggregated volume Aggregated price: 7.5p
- Price
e) Date of the transaction 29 August 2024
f) Place of the transaction AIMX
d)
Aggregated information
- Aggregated volume
- Price
Aggregated volume: 5,521,787
Aggregated price: 7.5p
e)
Date of the transaction
29 August 2024
f)
Place of the transaction
AIMX
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Elizabeth Lake
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name EARNZ plc
b) LEI 213800YWMHGTNXCWZC33
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 Issue of Non-EIS and VCT Placing Shares
Identification code ISIN: GB00BRC2TB67
b) Nature of the transaction Issue of Non-EIS and VCT Placing Shares
c) Price(s) and volume(s) Price(s) Volume(s)
7.5p 333,333
d) Aggregated information
N/A Single Transaction
- Aggregated volume
- Price
e) Date of the transaction 29 August 2024
f) Place of the transaction AIMX
d)
Aggregated information
- Aggregated volume
- Price
N/A Single Transaction
e)
Date of the transaction
29 August 2024
f)
Place of the transaction
AIMX
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name John Charlton
2 Reason for the notification
a) Position/status Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name EARNZ plc
b) LEI 213800YWMHGTNXCWZC33
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 Issue of Non-EIS and VCT Placing Shares
Identification code ISIN: GB00BRC2TB67
b) Nature of the transaction Issue of Non-EIS and VCT Placing Shares
c) Price(s) and volume(s) Price(s) Volume(s)
7.5p 333,333
d) Aggregated information
N/A Single Transaction
- Aggregated volume
- Price
e) Date of the transaction 29 August 2024
f) Place of the transaction AIMX
d)
Aggregated information
- Aggregated volume
- Price
N/A Single Transaction
e)
Date of the transaction
29 August 2024
f)
Place of the transaction
AIMX
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Linda Main
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name EARNZ plc
b) LEI 213800YWMHGTNXCWZC33
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 Issue of Non-EIS and VCT Placing Shares
Identification code ISIN: GB00BRC2TB67
b) Nature of the transaction Issue of Non-EIS and VCT Placing Shares
c) Price(s) and volume(s) Price(s) Volume(s)
7.5p 200,000
d) Aggregated information
N/A Single Transaction
- Aggregated volume
- Price
e) Date of the transaction 29 August 2024
f) Place of the transaction AIMX
d)
Aggregated information
- Aggregated volume
- Price
N/A Single Transaction
e)
Date of the transaction
29 August 2024
f)
Place of the transaction
AIMX
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Sandra Skeete
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name EARNZ plc
b) LEI 213800YWMHGTNXCWZC33
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 Issue of Non-EIS and VCT Placing Shares
Identification code ISIN: GB00BRC2TB67
b) Nature of the transaction Issue of Non-EIS and VCT Placing Shares
c) Price(s) and volume(s) Price(s) Volume(s)
7.5p 13,333
d) Aggregated information
N/A Single Transaction
- Aggregated volume
- Price
e) Date of the transaction 29 August 2024
f) Place of the transaction AIMX
d)
Aggregated information
- Aggregated volume
- Price
N/A Single Transaction
e)
Date of the transaction
29 August 2024
f)
Place of the transaction
AIMX
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