REG - Electric Guitar PLC - Board changes, Director/other holdings, TVR etc.

Electric GuitarAnnouncement

02/04/2025 07:00

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RNS Number : 2222D  Electric Guitar PLC  02 April 2025

 

2 April 2025

 

Electric Guitar PLC

("Electric Guitar" or the "Company")

 

Completion of Subscription, Restoration of trading on AIM, Board changes,
director and other shareholdings in Company

Total voting rights

 

Further to the Company's announcement on 1 April 2025, Electric Guitar PLC
(LSE: ELEG) is pleased to announce its Ordinary Shares will be restored to
trading on AIM with effect from 7.30 a.m. today and completion of the
Subscription will occur with effect from 8.00 a.m. today ("Admission"). The
Company can now pursue its strategy as an AIM Rule 15 cash shell to invest in
and/or acquire companies which show significant potential for growth,
cash-generation, and a profitable exit in the medium term.  Leveraging their
knowledge and contacts, the new Board will actively seek to identify suitable
investment and/or acquisition opportunities, with a view to completing a
reverse takeover pursuant to the AIM Rules for Companies.  At this stage, the
new Board would not seek to exclude any particular sector or jurisdiction.

 

As an AIM Rule 15 cash shell, the Company will be required to make an
acquisition or acquisitions which constitute a reverse takeover under AIM Rule
14 or seek re-admission to AIM as an investing company (as defined under the
AIM Rules) on or before 24 June 2025, failing which the Company's Ordinary
Shares would be suspended from trading on AIM pursuant to AIM Rule 40.

 

Board changes

 

As anticipated as part of the Proposals, John Hutchinson, John Regan and
Caroline Worboys yesterday resigned as directors of the Company with immediate
effect, and both John Regan's and Richard Horwood's executive roles (as CEO
and COO respectively) were made redundant. Richard Horwood's directorship has
become non-executive and Grahame Cook has been appointed non-executive Chair.

 

In addition, Sarfraz Niaz Munshi (aged 34) was yesterday appointed as a
non-executive director of the Company. Mr Munshi is currently a director of
Belmont Partners Ltd and Catenai plc and was a director of Electric Guitar plc
until 3 May 2024 (which entered into a Company Voluntary Arrangement in March
2025). From Admission, Mr Munshi will hold 29,166,666 Ordinary Shares and
205,991 warrants over Ordinary Shares.

 

The Board of the Company now comprises:

 

Grahame Cook - Non-Executive Chair

Richard Horwood - Non-Executive Director

Sarfraz Munshi - Non-Executive Director

 

Director shareholdings

 

Grahame Cook, a director of the Company, will today be issued 97,314,626
Ordinary Shares in the Company as a result of his participation in the
Subscription and conversion of CLNs. From Admission, Grahame Cook will hold
97,314,626 Ordinary Shares in the Company representing 8.11% of the Company's
issued share capital. Immediately following Admission, Grahame Cook will also
be issued with 34,073,980 warrants over Ordinary Shares exercisable at
0.01467p for a period of three years from Admission.

 

Sarfraz Munshi, a director of the Company will today be issued 29,166,666
Ordinary Shares as a result of his participation in the Subscription.
Following this transaction, Sarfraz Munshi will hold 29,166,666 Ordinary
Shares in the Company representing 2.43% of the Company's issued share
capital.

 

 

Further details of these director transactions are set out in the FCA
notification forms, made in accordance with the requirements of the UK Market
Abuse Regulation, which are appended further below.

 

Significant shareholdings

 

As a result of the issue of the Subscription Shares and CLN Shares, from
Admission, the Company is aware of the following revised interests of
Significant Shareholders (as defined in the AIM Rules for Companies) in the
Company:

 

 Shareholder                         Number of ordinary shares held from Admission  Previously disclosed position  Percentage of share capital held from Admission
 Mayford 1TN Limited                 350,000,000                                                                   29.16%
 Sanderson Capital Partners Limited  166,546,025                                    23.68%                         13.88%
 Afzal Valli                         65,625,000                                                                    5.47%
 Umar Valli                          51,041,667                                                                    4.25%
 Grandmaster Finance Limited         43,750,000                                                                    3.64%
 Colin Bird                          43,750,000                                                                    3.64%

 

In addition, the Company has been informed that as a result of dilution from
the issue of new Ordinary Shares, the following shareholders now hold less
than 3 per cent. of the Company's issued share capital: John Regan, Jason
Batten and Tanvier Malik (although Tanvier Malik is the controller of
Sanderson Capital Partners Limited).

 

An additional 236,782,175 CVA Shares and up to 306,665,817 CLN Shares are
expected to be admitted to trading on AIM on or around 28 April 2025.

 

 

Total voting rights

 

The Company now has 1,200,293,699 Ordinary Shares in issue, with each Ordinary
Share carrying the right to one vote. There are no Ordinary Shares currently
held in treasury. The total number of voting rights in the Company is
therefore 1,200,293,699 and this 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 FCA's Disclosure Guidance and Transparency Rules.

 

Any capitalised terms used but not otherwise defined take the meaning given to
them in the Company's announcement of 11 March 2025.

 

For further information:

 

 Electric Guitar PLC

Richard Horwood                                 info@electricguitarplc.com

 Allenby Capital (Nominated Adviser and Broker)  020 3328 5656

 Jeremy Porter

 Piers Shimwell

 Dan Dearden-Williams

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                                                         1)    Grahame Cook

                                                                  2)    Sarfraz Munshi

 2.  Reason for the Notification
 a)  Position/status                                              1)    Non-Executive Director

                                                                  2)    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                                                         Electric Guitar plc
 b)  LEI                                                          894500943SA9KY5T9V86
 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 £0.0001 each
     Identification code                                          ISIN: GB00BN11T727
 b)  Nature of the transaction                                    Issue of ordinary shares of £0.0001 each
 c)  Price(s) and volume(s)                                       Price(s)          Volume(s)
                                                                  1) 0.01467 pence  68,147,959
                                                                  1) 0.034 pence    29,166,667
                                                                  2) 0.034 pence    29,166,666
 d)  Aggregated information:                                      n/a

     -Aggregated volume

     -Price
 e)  Date of the transaction                                      2 April 2025
 f)  Place of the transaction                                     London Stock Exchange, XLON

d)

Aggregated information:

-Aggregated volume

-Price

n/a

e)

Date of the transaction

2 April 2025

f)

Place of the transaction

London Stock Exchange, XLON

 

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Grahame Cook
 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                                                         Electric Guitar plc
 b)  LEI                                                          894500943SA9KY5T9V86
 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 £0.0001 each
     Identification code                                          ISIN: GB00BN11T727
 b)  Nature of the transaction                                    Issue of warrants over ordinary shares of £0.0001 each
 c)  Price(s) and volume(s)                                       Price(s)          Volume(s)
                                                                  1) 0.01467 pence  34,073,980
 d)  Aggregated information:                                      n/a

     -Aggregated volume

     -Price
 e)  Date of the transaction                                      2 April 2025
 f)  Place of the transaction                                     London Stock Exchange, XLON

d)

Aggregated information:

-Aggregated volume

-Price

n/a

e)

Date of the transaction

2 April 2025

f)

Place of the transaction

London Stock Exchange, XLON

 

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