Exercise of Warrants
03/12/2024 07:00
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RNS Number : 4874O Macaulay Capital PLC 03 December 2024
Macaulay Capital PLC
3 December 2024
Macaulay Capital PLC
("Macaulay Capital" or the "Company")
Exercise and amendments to the terms of warrants and repayment of director
loan
Macaulay Capital PLC (AQSE:MCAP), which was formed to originate and manage
corporate transactions, raise funds from third parties, invest its own funds
alongside those of external investors and to manage its investment portfolio
with the aim of maximising its value, announces the exercise, and amendments
to the terms of, warrants and repayment of a loan from a director.
Harry and Tom Horner (the adult sons of David Horner) have each exercised
2,550,000 of their respective holdings of 3,000,000 warrants ("Unconditional
Founder Warrants"), at a price of £0.25 per share, raising £1,275,000 for
the Company. The loan of £500,000 made by David Horner to the Company,
announced on 26 July 2024, has been repaid from these proceeds.
Following the exercise, Harry and Tom Horner will retain 450,000 Unconditional
Founder Warrants each, representing a total of 900,000 Unconditional Founder
Warrants, and they and the Company have agreed to extend the date by which
these warrants must be exercised to 31 December 2025. The Company may at any
time before then, however, require that they exercise some or all of their
Unconditional Founder Warrants ("Amendments to Warrant Terms").
The Company has applied for admission of the 5,100,000 new ordinary shares,
which is expected to become effective on 9 December 2024 ("Admission").
Following the exercise of the 5,100,000 Unconditional Founder Warrants and
allotment of the corresponding new ordinary shares in the Company to Harry and
Tom Horner, each of them will hold 3,550,000 ordinary shares in the Company,
being 23.5% of the enlarged issued share capital and the Horner family, who
together form a concert party for the purposes of the Takeover Code, will hold
a total of 7,650,000 shares, being 50.7% of the enlarged issued share capital
of the Company.
As David Horner is a director of the Company and Harry and Tom Horner are both
substantial shareholders, the Amendments to Warrant Terms are deemed to be
related party transactions under the AQSE Rules. The Company's other
directors, Lindsay Mair and Richard Bucknell, having exercised reasonable
care, skill and diligence, believe that the Amendments to Warrant Terms are
fair and reasonable as far as the shareholders of the Company are concerned.
In accordance with the FCA's Disclosure Guidance and Transparency Rules, the
Company confirms that at Admission, the Company's enlarged share capital will
comprise 15,100,000 ordinary shares. The Company does not hold any shares in
Treasury. Therefore, following admission the above figure may be used by
shareholders in the Company as the denominator for the calculation to
determine if they are required to notify their interest, or a change in their
interest to the Company under the FCA's Disclosure and Transparency Rules.
This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.
ENDS
Enquiries:
Macaulay Capital PLC
Clive Milner +44 (0)20 3946 5980
Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Louise O'Driscoll, Sandy Jamieson +44 (0)20 7213 0880
Oberon Capital (Broker)
Chris Crawford +44 (0)20 3179 5304
For more information please visit: www.macaulaycapital.com
(http://www.macaulaycapital.com/)
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