Pires Investments - Placing, RPTs, Warrants & Directors’ dealings
01/08/2022 07:00
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RNS Number : 3542U Pires Investments PLC 01 August 2022
1 August 2022
Pires Investments Plc
("Pires" or the "Company")
Placing, Related Party Transactions, Issue of Warrants and Directors' dealings
Pires Investments plc (AIM: PIRI), the investment company focused on next
generation technology, announces that the Company has placed 12,500,000 new
ordinary shares in the Company (the "Placing Shares"), at a price of 4 pence
per share, raising gross proceeds of £500,000 (the "Placing"), subject to
admission to trading on AIM. The Placing Shares have been placed at a 4 per
cent. premium to the closing mid-price of the ordinary shares on 29 July 2022.
Placees will also receive one warrant for every two ordinary shares subscribed
for, exercisable at 8 pence from the date of Admission (defined below) and
expiring on the one-year anniversary of the date of Admission (the "Placing
Warrants"). In aggregate, 6,250,000 Placing Warrants will be issued.
The following Directors have subscribed, in aggregate, for 750,000 new
ordinary shares as part of the Placing. Their subscription for new
Ordinary Shares is on the same terms and conditions as the Placing.
Director Number of new Ordinary Shares subscribed for pursuant to the Placing Resulting holding of Ordinary Shares Resulting % of Ordinary Share Capital following the Placing No. of Placing Warrants issued pursuant to the Placing Resulting warrants held following the Placing
Nicholas Lee 350,000 350,000 0.19% 175,000 175,000
John May 200,000 200,000 0.11% 100,000 100,000
David Palumbo 200,000 200,000 0.11% 100,000 100,000
Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. Admission of the new ordinary shares is
expected to occur on or around 26 August 2022 ("Admission"). The Placing
Shares will rank pari passu with the existing Ordinary Shares.
Related party transactions
Riverfort Global Opportunities PLC ("RGO") has an existing interest over
35,728,393 ordinary shares in the Company, representing 20.96% of the
Company's issued share capital and, as such, is a substantial shareholder as
defined in the AIM Rules for Companies ("AIM Rules"). Accordingly, the
transaction between the Company and RGO is a related party transaction
("Transaction") pursuant to Rule 13 of the AIM Rules. Nicholas Lee, a director
of the Company, is also the Investment Director of RGO and, accordingly, has
not been involved in the approval of the Placing by the Company's board. RGO
has agreed to subscribe for 2.5 million new ordinary shares in the Placing,
bringing its aggregate holding to 38,228,393 or 20.89% of the Company's issued
share capital as enlarged by the Placing.
The directors of the Company independent of the Transaction, having consulted
with the Company's nominated adviser, Cairn Financial Advisers LLP, consider
the terms of the Transaction to be fair and reasonable insofar as the
Company's shareholders are concerned.
Chris Akers has an existing interest over 25,150,000 ordinary shares in the
Company, representing 14.75% of the Company's issued share capital and, as
such, is a substantial shareholder as defined in the AIM Rules for Companies
("AIM Rules"). Accordingly, the transaction between the Company and Mr.
Akers is a related party transaction (the "Akers Transaction") pursuant to
Rule 13 of the AIM Rules. Mr. Akers has agreed to subscribe for 1,250,000
new ordinary shares in the Placing, bringing his aggregate holding to
26,400,000 or 14.43% of the Company's issued share capital as enlarged by the
Placing.
The directors of the Company independent of the Akers Transaction, having
consulted with the Company's Nominated Adviser, Cairn Financial Advisers LLP,
consider the terms of the Akers Transaction to be fair and reasonable insofar
as the Company's shareholders are concerned.
Total voting rights
Following Admission, the Company will have 182,956,642 Ordinary Shares in
issue, each share carrying the right to one vote. The Company does not hold
any Ordinary Shares in treasury. The above figure of 182,956,642 Ordinary
Shares 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 Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
Nicholas Lee, Director of Pires, commented:
"We have a clear focus of investing in next-generation technology and we have
clearly demonstrated through both realisations and revaluations that we have
an excellent investment portfolio with exciting prospects for growth. The fact
that we have been able to raise new funds in difficult market conditions at a
premium to the prevailing market price reinforces this point and demonstrates
the supportive nature of and belief in the Company by our shareholder base.
We look forward to providing further portfolio updates in due course."
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.
For further information please contact:
Pires Investments plc Tel: +44 (0) 20 3368 8961
Nicholas Lee, Director
Nominated Adviser
Cairn Financial Advisers LLP Tel: +44 (0) 20 7213 0880
Liam Murray/Ludovico Lazzaretti
Joint Broker
Peterhouse Capital Limited Tel: +44 (0) 20 7469 0935
Duncan Vasey/Lucy Williams Tel: +44 (0) 20 7469 0936
Joint Broker
Tennyson Securities Tel: +44 (0) 20 3167 7221
Peter Krens
Financial media and PR
Yellow Jersey Tel: +44 (0) 20 3004 9512
Sarah Hollins
Henry Wilkinson
Annabelle Wills
Notes to Editors
About Pires Investments plc
Pires Investments plc (AIM: PIRI) is an investment company providing investors
with access to a portfolio of next generation technology businesses with
significant growth potential.
The Company is building an investment portfolio of high-tech businesses across
areas such as Artificial Intelligence, Internet of Things, Cyber Security,
Machine Learning, Immersive Technologies and Big Data, which the Board
believes demonstrate evidence of traction and the potential for exponential
growth, due to increasing global demand for development in these sectors.
For further information, visit: https://piresinvestments.com/
(https://piresinvestments.com/) .
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name A) Nicholas Lee
B) John May
C) David Palumbo
2 Reason for notification
a. Position/Status A) Director
B) Director
C) Director
b. Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Pires Investments plc
b. LEI 213800HIDICWXHGZBC82
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 0.25 pence each
Identification Code ISIN: GB00BD07SH45
b. Nature of the transaction Purchase of shares as part of the Placing
c. Price(s) and volume(s)
Price Volume
A) 4p 350,000
B) 4p 200,000
C) 4p 200,000
d. Aggregated information
- Aggregated Volume N/A
- Price N/A
e. Date of the transaction 1 August 2022
f. Place of the transaction London
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely
associated
a. Name A) Nicholas Lee
B) John May
C) David Palumbo
2 Reason for notification
a. Position/Status A) Director
B) Director
C) Director
b. Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Pires Investments plc
b. LEI 213800HIDICWXHGZBC82
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 Warrants over ordinary shares of 0.25 pence each
Identification Code ISIN: GB00BD07SH45
b. Nature of the transaction Issue of 1 warrant for every 2 shares subscribed for in the Placing
c. Price(s) and volume(s)
Price Volume
A) 8p 175,000
B) 8p 100,000
C) 8p 100,000
d. Aggregated information
- Aggregated Volume N/A
- Price N/A
e. Date of the transaction 1 August 2022
f. Place of the transaction London
d.
Aggregated information
- Aggregated Volume
- Price
N/A
N/A
e.
Date of the transaction
1 August 2022
f.
Place of the transaction
London
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1
Details of the person discharging managerial responsibilities/person closely
associated
a.
Name
A) Nicholas Lee
B) John May
C) David Palumbo
2
Reason for notification
a.
Position/Status
A) Director
B) Director
C) Director
b.
Initial notification/
Amendment
Initial notification
3
Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a.
Name
Pires Investments plc
b.
LEI
213800HIDICWXHGZBC82
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
Identification Code
Warrants over ordinary shares of 0.25 pence each
ISIN: GB00BD07SH45
b.
Nature of the transaction
Issue of 1 warrant for every 2 shares subscribed for in the Placing
c.
Price(s) and volume(s)
Price Volume
A) 8p 175,000
B) 8p 100,000
C) 8p 100,000
d.
Aggregated information
- Aggregated Volume
- Price
N/A
N/A
e.
Date of the transaction
1 August 2022
f.
Place of the transaction
London
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