REG - Electric Guitar PLC - Completion of CVA, CLN conversion & other matters

Electric GuitarAnnouncement

08/10/2025 14:15

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RNS Number : 6074C  Electric Guitar PLC  08 October 2025

8 October 2025

Electric Guitar PLC

("Electric Guitar" or the "Company")

 

Completion of Company Voluntary Arrangement

Conversion of Convertible Loan Note

Director and significant shareholdings

Total Voting Rights

 

 

Company Voluntary Arrangement ("CVA")

 

The Board of Electric Guitar (LSE: ELEG) is pleased to announce completion of
the CVA, which was approved by shareholders and creditors on 27 March 2025.
The CVA involves the issue of new ordinary shares of £0.0001 each in the
Company ("Ordinary Shares") in exchange for the Company's pre-CVA liabilities.
Accordingly, application has been made to the London Stock Exchange plc for
the 236,782,175 new Ordinary Shares that were approved for issue to the
Company's creditors pursuant to the CVA (the "CVA Shares") to be admitted to
trading on AIM ("CVA Admission").  It is expected that CVA Admission will
become effective at 8:00 a.m. on or around 13 October 2025 whereupon the CVA
will complete.

 

Conversion of Convertible Loan Note ("CLN")

 

The Company also announces that with the completion of the CVA, the
outstanding CLN from Sanderson Capital Partners Ltd ('Sanderson'), as
announced on 11 March 2025, will automatically convert into new Ordinary
Shares on CVA Admission in accordance with its terms.  Accordingly,
306,665,817 new Ordinary Shares (the "CLN Shares") will be issued and allotted
to Sanderson in full satisfaction of this loan.  Application has been made to
the London Stock Exchange plc for the CLN Shares to be admitted to trading on
AIM ("CLN Admission") and it is expected that CLN Admission will become
effective at 8:00 a.m. on or around 13 October 2025.

 

As a result of the CVA and the CLN conversion, the Company has become
essentially debt free.

 

Total Voting Rights

 

Following the issue of the CVA Shares and the CLN Shares, the issued share
capital of the Company now comprises 2,749,991,691 Ordinary Shares with one
voting right per share, as well as the unlisted 257,145,740 deferred shares of
£0.0049 each which have no voting rights. The Company does not hold any
Ordinary Shares in treasury. Therefore, the total number of voting rights in
the Company is 2,749,991,691.

 

The figure of 2,749,991,691 may be used by shareholders in the Company 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
share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

 

Director shareholdings

 

As a result of the CVA, Grahame Cook, Richard Horwood and Sarfraz Munshi,
directors of the Company, will be issued CVA Shares as follows:

 

                  No. of CVA Shares  New holding of Ordinary Shares  New % holding of Ordinary Shares
 Grahame Cook     1,496,982          98,811,608                      3.59%
 Richard Horwood  12,824,976         17,487,636                      0.64%
 Sarfraz Munshi*  1,796,378          30,963,044                      1.13%

* the 1,796,378 CVA Shares due to Sarfraz Munshi have been issued to Belmont
Partners Limited, an entity controlled by Sarfraz Munshi.

 

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 CVA, Sanderson will be issued 15,408,933 CVA Shares.
Therefore, due to the issue of these CVA Shares and the CLN Shares, on CVA
Admission and CLN Admission, Sanderson will hold 676,120,775 Ordinary Shares,
representing 24.59% of the Company's then issued share capital.

 

In addition, the Company understands that due to dilution from the issue of
the CVA Shares and CLN Shares, Mayford 1TN Limited's holding of 537,500,000
Ordinary Shares now represents 19.55% of the Company's issued share capital
and John Story's holding of 312,500,000 Ordinary Shares now represents 11.36%
of the Company's issued share capital. In addition, the Company understands
that Colin Bird no longer has a notifiable interest in Ordinary Shares.

 

 

For further information:

 

 Electric Guitar PLC

Richard Horwood                                       info@electricguitarplc.com

 Allenby Capital (Nominated Adviser and Joint Broker)  020 3328 5656

 Jeremy Porter

 Piers Shimwell

 Dan Dearden-Williams

 AlbR Capital (Joint Broker)                           020 7399 9425

 Jon Belliss / Colin Rowbury

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                                                         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 ordinary shares of £0.0001 each
 c)  Price(s) and volume(s)                                       Price(s)    Volume(s)
                                                                  0.60 pence  1,496,982
 d)  Aggregated information:                                      n/a

     -Aggregated volume

     -Price
 e)  Date of the transaction                                      8 October 2025
 f)  Place of the transaction                                     London Stock Exchange, XLON

d)

Aggregated information:

-Aggregated volume

-Price

n/a

e)

Date of the transaction

8 October 2025

f)

Place of the transaction

London Stock Exchange, XLON

 

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Richard Horwood

 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 ordinary shares of £0.0001 each
 c)  Price(s) and volume(s)                                       Price(s)    Volume(s)
                                                                  0.60 pence  12,824,976
 d)  Aggregated information:                                      n/a

     -Aggregated volume

     -Price
 e)  Date of the transaction                                      8 October 2025
 f)  Place of the transaction                                     London Stock Exchange, XLON

d)

Aggregated information:

-Aggregated volume

-Price

n/a

e)

Date of the transaction

8 October 2025

f)

Place of the transaction

London Stock Exchange, XLON

 

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Belmont Partners Limited

 2.  Reason for the Notification
 a)  Position/status                                              Personal closely associated with Sarfraz Munshi, 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)
                                                                  0.60 pence  1,796,378
 d)  Aggregated information:                                      n/a

     -Aggregated volume

     -Price
 e)  Date of the transaction                                      8 October 2025
 f)  Place of the transaction                                     London Stock Exchange, XLON

d)

Aggregated information:

-Aggregated volume

-Price

n/a

e)

Date of the transaction

8 October 2025

f)

Place of the transaction

London Stock Exchange, XLON

 

 

 

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