REG - Gfinity PLC - Issue of Equity

GfinityAnnouncement

05/02/2025 17:15

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RNS Number : 0709W  Gfinity PLC  05 February 2025

 

For immediate release

5 February 2025

Gfinity PLC

("Gfinity" or the "Company")

Issue of equity

The Board is pleased to announce that, further to the announcement earlier
today, David Halley has now subscribed £15,000 for 24,000,000 new Ordinary
Shares at a subscription price of 0.0625p per new Ordinary Share.

 

Fundraising

As announced earlier today, the Company has raised £245,000, conditional on
Admission, through a Company arranged subscription with third parties
("Subscription") at a price of 0.0625 pence per new Ordinary Share (the "Issue
Price") through the issue of 392,000,000 new Ordinary Shares ("Subscription
Shares").  David Halley has now subscribed £15,000 for a further 24,000,000
new Ordinary Shares ("Director Subscription Shares") at the Issue Price
("Director Subscription"). The proceeds from the Subscription and the Director
Subscription (together the "Fundraising"), amounting to £260,000 in
aggregate, will be used to develop the commercialisation of CIQ, new business
opportunities and provide general working capital.

In addition, as announced earlier, the Company will issue new warrants
"(Warrants") pursuant to the Fundraising on the basis of one Warrant for every
Subscription Share or Director Subscription Share. Holders of the Warrants may
subscribe for one new Ordinary Share in the Company at a price of 0.09p for 18
months commencing on issuance. The Warrant instrument contains a provision
that if the volume weighted average price of a Gfinity Ordinary Share trades
above 0.12p for five consecutive business days, and a Warrant holder exercises
Warrants within 20 business days after being notified of such by the Company,
the Warrant holder will then become entitled to receive a new Warrant ("New
Warrant") on the basis of one New Warrant for every Warrant exercised. Holders
of the New Warrants may then subscribe for one new Ordinary Share in the
Company at a price of 0.2p for an 18-month period from issuance.

Admission

The Subscription Shares and the Director Subscription Shares (together the
"Fundraising Shares") amount in aggregate to 416,000,000 New Ordinary Shares.
The Fundraising Shares will, when issued, rank pari passu in all respects with
the existing Ordinary Shares. Application is being made for the 416,000,000
Fundraising Shares to be admitted to trading on AIM and Admission is expected
to take place on or around 14 February 2025.

Voting Rights

In accordance with the Disclosure and Transparency Rules of the Financial
Conduct Authority ("FCA"), the total issued share capital on Admission will
consist of 4,015,029,913 ordinary shares of 0.01p each, none of which are to
be held in treasury. Therefore, the total number of voting rights in the
Company on Admission is 4,015,029,913.

The above mentioned 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 and Transparency Rules.

Related Party

David Halley is a director of the Company and the Director Subscription is
being treated as a related party transaction pursuant to Rule 13 of the AIM
Rules for Companies. Accordingly, the Independent Directors (being the Board
other than David Halley) consider, having consulted with the Company's
nominated adviser, Beaumont Cornish, that the Subscription is fair and
reasonable insofar as Gfinity's Shareholders are concerned. In particular, the
Directors have taken into account that David Halley is subscribing on the same
terms and conditions as the third-party subscribers pursuant to the
Subscription.

 

Other Information

A copy of this announcement is available at the Company's website:
www.gfinityplc.com (http://www.gfinityplc.com)

 

Enquiries:

 Gfinity Plc                    David Halley      +44 (0)7516 948427

 Beaumont Cornish Limited       Roland Cornish    +44 (0)207 628 3396

 Nominated Adviser and Broker   Michael Cornish   www.beaumontcornish.co.uk (http://www.beaumontcornish.co.uk/)

 

Further Information

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is
acting as nominated adviser to the Company in connection with this
announcement and will not regard any other person as its client and will not
be responsible to anyone else for providing the protections afforded to the
clients of Beaumont Cornish or for providing advice in relation to such
proposals. Beaumont Cornish has not authorised the contents of, or any part
of, this document and no liability whatsoever is accepted by Beaumont Cornish
for the accuracy of any information, or opinions contained in this document or
for the omission of any information. Beaumont Cornish as nominated adviser to
the Company owes certain responsibilities to the London Stock Exchange which
are not owed to the Company, the Directors, Shareholders, or any other person.

Forward Looking Statements

Certain statements in this announcement are or may be deemed to be forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'' ''could'' "should" ''envisage''
''estimate'' ''intend'' ''may'' ''plan'' ''will'' or the negative of those
variations or comparable expressions including references to assumptions.
These forward-looking statements are not based on historical facts but rather
on the Directors' current expectations and assumptions regarding the Company's
future growth, results of operations, performance, future capital and other
expenditures, competitive advantages, business prospects and opportunities.
Such forward looking statements reflect the Directors' current beliefs and
assumptions and are based on information currently available to the Directors.
A number of factors could cause actual results to differ materially from the
results discussed in the forward-looking statements including risks associated
with vulnerability to general economic and business conditions competition
environmental and other regulatory changes actions by governmental authorities
the availability of capital markets reliance on key personnel uninsured and
underinsured losses and other factors many of which are beyond the control of
the Company. Although any forward-looking statements contained in this
announcement are based upon what the Directors believe to be reasonable
assumptions. The Company cannot assure investors that actual results will be
consistent with such forward looking statements.

 

ENDS

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