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2 Apr 2025 07:00
2 April 2025
Electric Guitar PLC
("Electric Guitar" or the "Company")
Completion of Subscription, Restoration of trading on AIM, Board changes, director and other shareholdings in Company
Total voting rights
Further to the Company's announcement on 1 April 2025, Electric Guitar PLC (LSE: ELEG) is pleased to announce its Ordinary Shares will be restored to trading on AIM with effect from 7.30 a.m. today and completion of the Subscription will occur with effect from 8.00 a.m. today ("Admission"). The Company can now pursue its strategy as an AIM Rule 15 cash shell to invest in and/or acquire companies which show significant potential for growth, cash-generation, and a profitable exit in the medium term. Leveraging their knowledge and contacts, the new Board will actively seek to identify suitable investment and/or acquisition opportunities, with a view to completing a reverse takeover pursuant to the AIM Rules for Companies. At this stage, the new Board would not seek to exclude any particular sector or jurisdiction.
As an AIM Rule 15 cash shell, the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 or seek re-admission to AIM as an investing company (as defined under the AIM Rules) on or before 24 June 2025, failing which the Company's Ordinary Shares would be suspended from trading on AIM pursuant to AIM Rule 40.
Board changes
As anticipated as part of the Proposals, John Hutchinson, John Regan and Caroline Worboys yesterday resigned as directors of the Company with immediate effect, and both John Regan's and Richard Horwood's executive roles (as CEO and COO respectively) were made redundant. Richard Horwood's directorship has become non-executive and Grahame Cook has been appointed non-executive Chair.
In addition, Sarfraz Niaz Munshi (aged 34) was yesterday appointed as a non-executive director of the Company. Mr Munshi is currently a director of Belmont Partners Ltd and Catenai plc and was a director of Electric Guitar plc until 3 May 2024 (which entered into a Company Voluntary Arrangement in March 2025). From Admission, Mr Munshi will hold 29,166,666 Ordinary Shares and 205,991 warrants over Ordinary Shares.
The Board of the Company now comprises:
Grahame Cook - Non-Executive Chair
Richard Horwood - Non-Executive Director
Sarfraz Munshi - Non-Executive Director
Director shareholdings
Grahame Cook, a director of the Company, will today be issued 97,314,626 Ordinary Shares in the Company as a result of his participation in the Subscription and conversion of CLNs. From Admission, Grahame Cook will hold 97,314,626 Ordinary Shares in the Company representing 8.11% of the Company's issued share capital. Immediately following Admission, Grahame Cook will also be issued with 34,073,980 warrants over Ordinary Shares exercisable at 0.01467p for a period of three years from Admission.
Sarfraz Munshi, a director of the Company will today be issued 29,166,666 Ordinary Shares as a result of his participation in the Subscription. Following this transaction, Sarfraz Munshi will hold 29,166,666 Ordinary Shares in the Company representing 2.43% of the Company's issued share capital.
Further details of these director transactions are set out in the FCA notification forms, made in accordance with the requirements of the UK Market Abuse Regulation, which are appended further below.
Significant shareholdings
As a result of the issue of the Subscription Shares and CLN Shares, from Admission, the Company is aware of the following revised interests of Significant Shareholders (as defined in the AIM Rules for Companies) in the Company:
Shareholder | Number of ordinary shares held from Admission | Previously disclosed position | Percentage of share capital held from Admission |
Mayford 1TN Limited | 350,000,000 | 29.16% | |
Sanderson Capital Partners Limited | 166,546,025 | 23.68% | 13.88% |
Afzal Valli | 65,625,000 | 5.47% | |
Umar Valli | 51,041,667 | 4.25% | |
Grandmaster Finance Limited | 43,750,000 | 3.64% | |
Colin Bird | 43,750,000 | 3.64% |
In addition, the Company has been informed that as a result of dilution from the issue of new Ordinary Shares, the following shareholders now hold less than 3 per cent. of the Company's issued share capital: John Regan, Jason Batten and Tanvier Malik (although Tanvier Malik is the controller of Sanderson Capital Partners Limited).
An additional 236,782,175 CVA Shares and up to 306,665,817 CLN Shares are expected to be admitted to trading on AIM on or around 28 April 2025.
Total voting rights
The Company now has 1,200,293,699 Ordinary Shares in issue, with each Ordinary Share carrying the right to one vote. There are no Ordinary Shares currently held in treasury. The total number of voting rights in the Company is therefore 1,200,293,699 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.
Any capitalised terms used but not otherwise defined take the meaning given to them in the Company's announcement of 11 March 2025.
For further information:
Electric Guitar PLC
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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 | 1) Grahame Cook 2) Sarfraz Munshi
| ||||||||
2. | Reason for the Notification | |||||||||
a) | Position/status | 1) Non-Executive Director 2) Non-Executive Director | ||||||||
b) | Initial notification/Amendment | Initial Notification | ||||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||
a) | Name | Electric Guitar plc | ||||||||
b) | LEI | 894500943SA9KY5T9V86 | ||||||||
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 £0.0001 each | ||||||||
Identification code | ISIN: GB00BN11T727 | |||||||||
b) | Nature of the transaction | Issue of ordinary shares of £0.0001 each | ||||||||
c) | Price(s) and volume(s) |
| ||||||||
d) | Aggregated information: -Aggregated volume -Price | n/a | ||||||||
e) | Date of the transaction | 2 April 2025 | ||||||||
f) | Place of the transaction | London Stock Exchange, XLON | ||||||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Grahame Cook | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Non-Executive Director
| ||||
b) | Initial notification/Amendment | Initial Notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Electric Guitar plc | ||||
b) | LEI | 894500943SA9KY5T9V86 | ||||
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 £0.0001 each | ||||
Identification code | ISIN: GB00BN11T727 | |||||
b) | Nature of the transaction | Issue of warrants over ordinary shares of £0.0001 each | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: -Aggregated volume -Price | n/a | ||||
e) | Date of the transaction | 2 April 2025 | ||||
f) | Place of the transaction | London Stock Exchange, XLON | ||||
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