Last checked at 11 Jun 2020 13:23
11 June 2020
Gunsynd PLC
("Gunsynd" or the "Company")
Placing and Conditional Placing to Raise £600,000
Gunsynd (AIM: GUN, AQSE: GUN) announces that it has today placed, through its broker, Peterhouse Corporate Finance ("Peterhouse"), 92,307,692 new ordinary shares to raise gross proceeds of £600,000. Of this number, 74,520,893 new ordinary shares have been placed at a price of 0.65 pence per share (the "Placing Price"), representing a 3.7% discount to the closing mid-market price on 10 June 2020, raising gross proceeds of £484,386 (the "Firm Placing").
The balance of 17,786,799 new ordinary shares have been placed conditionally on shareholder approval being given for requisite authorities to be granted at a general meeting of the Company to be held on or around 30 June 2020, at the Placing Price raising gross proceeds of £115,614 (the "Conditional Placing"). A circular convening the general meeting (the "General Meeting") will be sent to shareholders shortly and a further announcement will be made accordingly.
Subject to shareholder approval at the General Meeting for the requisite authorities, placees will also receive one warrant for every three ordinary shares subscribed for, exercisable at 1.3 pence (the "Placing Warrants") and expiring on the two-year anniversary of the date of issue. In aggregate, 30,769,231 Placing Warrants have been conditionally issued. In addition, as part of the broker's commission arrangements, a further 2,769,231 broker warrants have been issued subject to shareholder approval for the requisite authorities, on the same terms as the Placing Warrants.
The net proceeds of the Placing will provide the Company with additional funding to progress its activities and make investments in line with its stated investing policy.
Related Party Transactions
Hamish Harris and Donald Strang, Directors of the Company, have, on the same terms as the Placees above, subscribed for £39,000 in aggregate, being 6 million new ordinary shares in the placing representing 6.5% of the total Pacing ("Director Participation"). The Director Participation shares will be issued as part of the Conditional Placing. Further, as participants in the placing on the same terms as the Placees above, Hamish Harris and Don Strang will each receive Placing Warrants, issued conditionally at one warrant for every three ordinary shares subscribed for on the same terms as the Placees.
The shareholdings of the Directors in question both prior to and subsequent to the Director Participation, if the Conditional Placing proceeds, are as follows:
Director | No. of shares | Subscription shares | Resultant no. of shares | % of issued share capital |
Hamish Harris | 1,161,476 | 2,000,000 | 3,161,476 | 1.90 |
Donald Strang | 4,450,980 | 4,000,000 | 8,450,980 | 5.07 |
The subscriptions described above, including the issue of the Placing Warrants, are deemed to be related party transactions for the purposes of Rule 13 of the AIM Rules. Peter Ruse, being the sole independent director of the Company for the purposes of this subscription, considers, having consulted with the Company's Nominated Adviser, that the terms of the subscriptions and the issue of the Placing Warrants are fair and reasonable insofar as shareholders are concerned.
The Firm Placing Shares will rank pari passu with the existing Ordinary Shares and an application has been made to the London Stock Exchange for admission of the 74,520,893 Firm Placing shares to trading on AIM ("Admission"). Admission is expected to occur at 8.00 a.m. on or around 17 June 2020. A further announcement will be made regarding the Conditional Placing in due course.
Total voting rights
Following Admission, the Company's issued share capital will comprise 149,041,786 Ordinary Shares with voting rights. The Company does not hold any Ordinary Shares in treasury. The figure of 149,041,786 Ordinary Shares may therefore 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 in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
The Directors of Gunsynd accept responsibility for this announcement.
For further information, please contact:
Gunsynd plc Hamish Harris
| +44 20 7440 0640 |
Cairn Financial Advisers LLP James Caithie / Liam Murray
| +44 20 7213 0880 |
Peterhouse Capital Limited Lucy Williams | +44 20 7469 0930 |