REG - Electric Guitar PLC - Update re. CVA shares and other matters

Electric GuitarAnnouncement

Yesterday 07:00

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RNS Number : 7161G  Electric Guitar PLC  30 April 2025

 

30 April 2025

 

Electric Guitar PLC

("Electric Guitar" or the "Company")

 

Corporate update, update on the issue of CVA Shares and issue of warrants to
directors

 

Total voting rights

 

Corporate update

 

The Board of Electric Guitar (LSE: ELEG) is actively considering several
potential acquisition targets, having been presented with a number of
opportunities, the most promising being in the energy and AI sectors. Further
announcements will be made in due course.

 

Update on the issue of CVA Shares

 

Electric Guitar also provides an update regarding the forthcoming issue and
admission to trading on AIM of the fixed number of 236,782,175 new ordinary
shares of 0.01 pence (the "CVA Shares") for the settlement of creditors
pursuant to the Company Voluntary Arrangement ("CVA"), as announced on 27
March 2025.

 

The Supervisor of the CVA is continuing to process creditor claims and
calculate the allocation of each creditor claim to the fixed number of CVA
Shares and, accordingly, the CVA Shares have not yet been issued and allotted.
A further announcement will be made in due course once this is completed and
to confirm the expected date for the CVA Shares to be admitted to trading on
AIM. In addition, as also announced on 27 March 2025, up to 306,665,817 new
ordinary shares of 0.01 pence ("Ordinary Shares") are also expected to be
issued at that time pursuant to the conversion of loan notes.

 

Issue of warrants to directors

 

The Company continues to preserve cash with the directors not having drawn
their contracted fees or salaries. In particular, Richard Horwood and Sarfraz
Munshi have spent significant unremunerated time on the Company's recent CVA
and fundraising and, since their respective appointments, to administer the
Company's affairs and accelerate the execution of the Company's current
strategy.

 

In light of the above, the Board of the Company has agreed to issue, in
aggregate, 100,000,000 warrants to subscribe for new Ordinary Shares (the
"Warrants") to Mr Horwood and Mr Munshi on the following terms, to align their
interests with those of all the shareholders, and to compensate them for their
unremunerated work:

 

                                                               Richard Horwood          Sarfraz Munshi

                                                               Non-Executive Director   Non-Executive Director

 Warrant Terms                                                 Number                   Number                   Total number
 Exercise price £0.001* for a term of 12 months from issue     25,000,000               25,000,000               50,000,000
 Exercise price £0.0015** for a term of 18 months from issue   25,000,000               25,000,000               50,000,000

 

* £0.001 represents 2.9x the recent subscription fundraising price of
£0.00034 and 2x yesterday's mid-market closing market price of £0.0005

**£0.0015 represents 4.4x the recent subscription fundraising price and 3x
yesterday's mid-market closing market price of £0.0005.

 

The Warrants cannot be exercised if it would cause either of the directors
(and those deemed to be acting in concert with him) to be interested in more
than 29.99% of the issued share capital and total voting rights of the Company
at any time.

 

The issue of the Warrants to Mr Horwood and Mr Munshi are deemed related party
transactions pursuant to Rule 13 of the AIM Rules for Companies. Accordingly,
Grahame Cook, the independent director for the purposes of these transactions,
considers, having consulted with the Company's nominated adviser, that the
terms of the transactions are fair and reasonable insofar as the Company's
shareholders are concerned.

 

Total voting rights

 

The Company announces that the issued share capital of the Company at the date
of this announcement comprises 1,200,293,699 Ordinary Shares with one voting
right per share. The Company does not hold any Ordinary Shares in
treasury. Therefore, the total number of Ordinary Shares and voting rights
in the Company is 1,200,293,699.

 

This figure 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.

 

 

 

For further information:

 

 Electric Guitar PLC

Grahame Cook                                    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)    Richard Horwood

                                                                  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 warrants over ordinary shares of £0.0001 each

 c)  Price(s) and volume(s)

  Price(s)  Volume(s)
                                                                  1)  £0.001    25,000,000
                                                                    £0.0015   25,000,000
                                                                  2)  £0.001    25,000,000
                                                                    £0.0015   25,000,000
 d)  Aggregated information:                                      n/a

     -Aggregated volume

     -Price
 e)  Date of the transaction                                      30 April 2025
 f)  Place of the transaction                                     Outside of a trading venue

d)

Aggregated information:

-Aggregated volume

-Price

n/a

e)

Date of the transaction

30 April 2025

f)

Place of the transaction

Outside of a trading venue

 

 

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