Last checked at 2 Aug 2018 07:00
European Wealth Group Limited
("EWG", the "Company" or the "Group")
SUBSCRIPTION AND ISSUE OF EQUITY
European Wealth Group, the integrated wealth management group (now rebranded KW Wealth) today announces that Astoria Investments Limited ("Astoria"), who currently hold 13.71 per cent. of EWG's issued share capital and is therefore a substantial shareholder in the Company, has subscribed for 7,920,000 new ordinary shares ("Subscription Shares") at 16.5 pence per share (the "Subscription Price"), raising proceeds of £1.306 million (the "Subscription"). The Subscription Price is the same price at which the syndicated debt facilities were converted and at which certain directors and other employees of EWG subscribed for new shares, both in May 2018.
Following the Subscription, Astoria will hold 28,059,272 ordinary shares, representing 18.00 per cent. of the enlarged issued share capital of the Company.
Application will be made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM ("Admission"). The Subscription Shares will rank pari passu in all respects with the existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares following Admission. It is expected that Admission will become effective, and that dealings on AIM will commence, at 8.00 a.m. on 7 August 2018.
Following Admission the Company will have 154,870,667 Ordinary Shares in issue. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares with voting rights in the Company will be 154,870,667. The above 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 sourcebook.
Related Party Transaction
Astoria is a substantial shareholder for the purposes of the AIM Rules. Astoria's participation in the Subscription is a related party transaction pursuant to the AIM Rules. All the Independent Directors, being Marianne Ismail, Buzz West, Jonathan Massing, Gary Wilder, Jonathan Freeman and David Hudd consider, having consulted with the Company's nominated adviser, finnCap, that the terms of the Subscription are fair and reasonable insofar as the Company's shareholders are concerned.
Chairman of EWG, Buzz West commented: "Astoria's decision to increase its stake in the Company demonstrates its confidence in the Group's strategy and further cements our relationship with a supportive institutional shareholder. The Group is debt free and well-positioned to take advantage of the long-term growth opportunities we see in the global wealth management and financial planning market. We are ambitious to grow both organically and dynamically by acquisition in the US and Europe. The acquisitions will be funded through a combination of both cash and shares. The proceeds raised today, which we expect will be the last placement that the Company makes at 16.5 pence strengthens our position to capitalise on these opportunities.
Spokesman of Astoria, said: "The work done by the CEO, Marianne Ismail and her team since she was appointed, has positioned the Group to deliver long-term value to shareholders. Our additional investment today reflects our confidence in the future of the Group."
For further details, please contact:
European Wealth Group Limited | +44 (0)20 7623 2368 |
Marianne Ismail |
|
Graydon Butler |
|
finnCap Ltd (Nomad and Broker) |
+44 (0)20 7220 0500 |
Adrian Hargrave |
|
Scott Mathieson |
|
Redleaf Communications (for media) |
+44 (0)20 3757 6865; ewg@redleafpr.com |
Robin Tozer |
|
Notes to Editors:
Astoria Investments Limited
Astoria is an investment company, based in Mauritius and listed on the Stock Exchange of Mauritius (ticker: ATIL.NOOO), the Johannesburg Stock Exchange (ticker: ARA) and the Namibian Stock Exchange (ticker: NRO). Its investments are managed by Anchor Capital (Mauritius) Limited, a subsidiary of Anchor Capital (www.anchorcapital.co.za). Anchor Capital is one of South Africa's fastest growing asset management companies and has established itself as one of South Africa's leading providers of asset management services, in both local and offshore markets.
The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
1. | Details of the Person discharging managerial responsibilities ("PDMR") / person closely associated with them ("PCA") | |||||
a) | Name | Darryl Kaplan | ||||
2. | Reason for the notification | |||||
a) | Position / status | Non-Executive Director (Board representative of Astoria) | ||||
b) | Initial notification / amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | European Wealth Group Limited | ||||
b) | Legal Entity Identifier | 213800DX97OROHY26686 | ||||
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 | Ordinary shares of 5 pence each in the Company GG00BKY4K072 | ||||
b) | Nature of the transaction | Purchase of 7,920,000 Ordinary Shares by Director of the Company | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Aggregated price |
n/a
| ||||
e) | Date of the transaction(s) | 02 August 2018 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||