REG - Electric Guitar PLC - Update re. intention to de-list

Electric GuitarAnnouncement

11/04/2024 08:30

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RNS Number : 2610K  Electric Guitar PLC  11 April 2024

11 April 2024

 

Electric Guitar plc

("Electric Guitar" or the "Company")

 

Update re. intention to de-list from the standard segment of the Official List
and Main Market of the London Stock Exchange and

proposed application for admission to trading on AIM in conjunction with the
acquisition of 3radical Limited and

Related Party Transaction

 

Further to the Company's announcement on 13 March 2024, the directors of
Electric Guitar provide an update regarding their intention to request the
Financial Conduct Authority ("FCA") to cancel the listing of the Company's
ordinary shares (ISIN: GB00BN11T727) (the "Ordinary Shares") on the standard
listing segment of the Official List of the FCA (the "Standard List"), and to
request London Stock Exchange plc ("LSE") to cancel the admission to trading
of the Ordinary Shares on the main market for listed securities of the LSE
(together, the "Delisting"), in view of its proposed application for admission
of its Ordinary Shares to trading on AIM in conjunction with the acquisition
of 3radical Limited ("Admission").

 

The Company continues to progress the acquisition of 3radical Limited, which
would constitute a reverse takeover under the Listing Rules (the "Proposed
Transaction"), and expects to be able to provide further details and convene a
shareholder meeting to approve the Proposed Transaction in due course. Details
of the Proposed Transaction were first announced on 7 July 2023.

 

It is now intended that the Delisting will become effective no earlier than 1
May 2024, such that the last date of listing on the Standard List and trading
of the Ordinary Shares on the Main Market of the LSE would be no earlier than
30 April 2024. A further update will be provided by no later than 30 April
2024 to confirm the Delisting date.

 

Further details of the Proposed Transaction and a shareholder meeting to
approve the Proposed Transaction will be provided before the Delisting date.

 

Related party transaction

 

On 26 March 2024, the Company entered into a facility agreement with Sanderson
Capital Partners Limited (an 18.33 per cent shareholder in the Company),
supplementing a term sheet with Sanderson Capital Partners Limited signed on
11 March 2024, for the provision of a loan facility to the Company conditional
on, inter alia, completion of the Proposed Transaction. This agreement and the
term sheet includes standard events of default, covenants and representations
and warranties. The facility is an unsecured facility of up to £600,000
available to be drawn down during the period of 12 months from completion of
the Proposed Transaction on 30 days' notice (first draw not to be more than
£100,000). At the end of the 12 month period, the Company has an option to
extend the facility for a further 8 months in exchange for a facility fee of
£15,000 which is payable at the end of the 8 month period. Fees of £105,000
are payable on completion of the Proposed Transaction and will be satisfied
by the issue of new ordinary shares in the Company. The loan will be
convertible in whole or in part at any time by Sanderson Capital Partners
Limited into new ordinary shares in the Company at a price per share equal to
the 5 day volume weighted average price of an ordinary share, subject to a
minimum conversion price per ordinary share of 2.1 pence (being the current
suspended share price of ordinary shares).

 

This conditional loan facility has been entered into for the purposes of
facilitating the Proposed Transaction, and will be in addition to a proposed
equity fundraising for the Proposed Transaction which is expected to be
finalised shortly, and therefore the directors of Electric Guitar (excluding
Sarfraz Munshi who is an investment manager at Sanderson Capital Partners
Limited and therefore not independent) consider the transaction to be fair and
reasonable from the perspective of the Company and other shareholders.

 

For further information:

 

 Electric Guitar PLC

John Hutchinson        01189 570 444

 Chairman

 Axis Capital Markets  020 3026 0320

 (Corporate Broker)    rh@axcap247.com

 Richard Hutchison

 Yellow Jersey PR

 Sarah Hollins         020 3004 9512

 Annabelle Wills       electric@yellowjerseypr.com

          (https://appriver3651008983.sharepoint.com/sites/CompanyData/Shared%20Documents/Corporate%20Finance/Mandated%20Transactions/Electric%20Guitar/Announcements/electric@yellowjerseypr.com)
 Bessie Elliot

 

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