REG - Milton Capital PLC - Placing and Subscription to raise £149,500

Milton CapitalAnnouncement

12/08/2025 08:30

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RNS Number : 9602U  Milton Capital PLC  12 August 2025

 

 

 

12 August 2025

 

 

 

Milton Capital Plc

("Milton" or the "Company")

 

 

Placing and Subscription to raise £149,500

 

Milton is pleased to announce that it has raised gross proceeds of £149,500
via a direct subscription with the Company and a placing via its broker
Peterhouse Capital Limited, through the issue of 29,900,000 new ordinary
shares ("Fundraising Shares") to a range of new and existing investors
("Investors") under the Financial Promotion Order ("FPO") Director's
exemption.

 

Highlights

 

·    £149,500 raised at a price of £0.005 per share (the "Issue Price")
from a range of new and existing investors.

·    Investors will receive one warrant for each new ordinary share
subscribed for, exercisable at the Issue Price (the " RTO Investor Warrants").
All warrants vest on the announcement of an Initial Transaction as defined in
the Prospectus dated 29 September 2022 and are exercisable within 5 working
days from the date of an announcement of an Initial Transaction on a "use them
or lose them" basis.

 

Placing and Subscription

 

The Company has raised gross proceeds of £149,500 at a price of £0.005 per
share through the issue of 29,900,000 new shares to new and existing
investors. The Issue Price represents a premium of 11% to the closing
mid-market price at 11 August 2025. The new shares represent 23 % of the new
enlarged share capital of 129,900,000 shares.

 

The Company is currently unable to issue and admit the entirety of the
Fundraising Shares without either the publication of an FCA approved
prospectus or relying upon an exemption to the requirement to issue a
prospectus. Consequentially, the issue of the Fundraising Shares involves the
issue of 6,400,000 new Ordinary Shares in the Company at a price of £0.005
per share to Director, Richard Mays. Following Admission, Richard Mays has
agreed to immediately sell 6,400,000 of the Fundraising Shares, at the Issue
Price, to certain sophisticated investors in the placing and subscription.

 

Further, Richard Mays and Nick Pillar have subscribed to 2,00,000 and 500,000
new Ordinary Shares respectively in the Subscription, at the Issue Price.

 

The proceeds of the placing and subscription will be used for general working
capital.

 

Admission and Total Voting Rights

 

The Fundraising Shares rank pari passu with the existing Ordinary Shares. The
Company has made applications to the Financial Conduct Authority ("FCA") and
the LSE to have the 29,900,000 Fundraising Shares admitted to the equity
shares (shell companies) category of the Official List of the FCA and to
trading on the main market for listed securities of London Stock Exchange plc
("Admission"), with Admission expected to occur on or around 18 August 2025.

 

On Admission, the Company's issued share capital will comprise 129,900,000
Ordinary Shares, with each Ordinary Share carrying the right to one vote.
Accordingly, the total number of voting rights in the Company will be
129,900,000 and this 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 Guidance and Transparency Rules.

 

Following the new share issues, the Directors holdings are as follows:

 

 

 Name          Shares Held  % of Issued Share Capital
 Richard Mays  6,500,000     5.00 %
 Nick Pillar   2,500,000     1.92 %

 

 

 

Enquiries

 

 Milton Capital plc                info@milton-capital.co.uk

 Directors

 Richard Mays

 Peterhouse Capital Limited        +44 (0)20 7469 0930

 Financial Adviser

 Brefo Gyasi / Guy Miller

 Corporate Broker

 Lucy Williams / Duncan Vasey

 

 

 

 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                                                         Richard Mays
 2   Reason for the notification
 a)  Position/status                                              Executive Chairman of Milton Capital Plc
 b)  Initial notification /Amendment

                                                                  Initial
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Milton Capital Plc
 b)  LEI                                                          213800HP1JUEEDRXTV09
 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 £0.01 each

     Identification code

                                                                  ISIN:      GB00BMWLC750
 b)  Nature of the transaction                                    Subscription
 c)  Price(s) and volume(s)                                       2,000,000 Ordinary Shares at £0.005 pence per share

 d)  Aggregated information

     - Aggregated volume

     - Price
 e)  Date of the transaction                                      11 August 2025
 f)  Place of the transaction                                     Main Market

 

 

 

 Notification and public disclosure of transactions by persons discharging
 managerial responsibilities and persons closely associated with them.

 Details of the person discharging managerial responsibilities / person closely
 associated
 Name                                                         Nick Pillar
 Reason for the notification
 Position/status                                              Non-Executive Director of Milton Capital Plc
 Initial notification /Amendment

                                                              Initial
 Details of the issuer, emission allowance market participant, auction
 platform, auctioneer or auction monitor
 Name                                                         Milton Capital Plc
 LEI                                                          213800HP1JUEEDRXTV09
 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
 Description of the financial instrument, type of instrument  Ordinary Shares of £0.01 each

 Identification code

                                                              ISIN:      GB00BMWLC750
 Nature of the transaction                                    Subscription
 Price(s) and volume(s)                                       500,000 Ordinary Shares at £0.005 pence per share

 Aggregated information

 - Aggregated volume

 - Price
 Date of the transaction                                      11 August 2025
 Place of the transaction                                     Main Market

 

 

 Notification and public disclosure of transactions by persons discharging
 managerial responsibilities and persons closely associated with them.

 Details of the person discharging managerial responsibilities / person closely
 associated
 Name                                                         Richard Mays
 Reason for the notification
 Position/status                                              Executive Chairman of Milton Capital Plc
 Initial notification /Amendment

                                                              Initial
 Details of the issuer, emission allowance market participant, auction
 platform, auctioneer or auction monitor
 Name                                                         Milton Capital Plc
 LEI                                                          213800HP1JUEEDRXTV09
 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
 Description of the financial instrument, type of instrument  Ordinary Shares of £0.01 each

 Identification code

                                                              ISIN:      GB00BMWLC750
 Nature of the transaction                                    Issue of new Ordinary Shares pursuant to the Company's announcement on 11
                                                              August 2025
 Price(s) and volume(s)                                       6,400,000 Ordinary Shares at £0.005 pence per share

 Aggregated information

 - Aggregated volume

 - Price
 Date of the transaction                                      11 August 2025
 Place of the transaction                                     Main Market

 

 

 

 Notification and public disclosure of transactions by persons discharging
 managerial responsibilities and persons closely associated with them.

 Details of the person discharging managerial responsibilities / person closely
 associated
 Name                                                         Richard Mays
 Reason for the notification
 Position/status                                              Executive Chairman of Milton Capital Plc
 Initial notification /Amendment

                                                              Initial
 Details of the issuer, emission allowance market participant, auction
 platform, auctioneer or auction monitor
 Name                                                         Milton Capital Plc
 LEI                                                          213800HP1JUEEDRXTV09
 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
 Description of the financial instrument, type of instrument  Ordinary Shares of £0.01 each

 Identification code

                                                              ISIN:      GB00BMWLC750
 Nature of the transaction                                    Sale of new Ordinary Shares pursuant to the Company's announcement on 11
                                                              August 2025
 Price(s) and volume(s)                                       6,400,000 Ordinary Shares at £0.005 pence per share

 Aggregated information

 - Aggregated volume

 - Price
 Date of the transaction                                      11 August 2025
 Place of the transaction                                     Main Market

 

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