23 Apr 2018 10:03
Lionsgold Limited
("Lionsgold", "LION" or the "Company")
100% Ownership Of Goldbloc Achieved and Director/PDMR Shareholdings
Lionsgold (LON: LION), the AIM quoted company focused on the exploration, production and retail application of physical gold, including the development of the digital currency Goldbloc, is pleased to report that its share-for-share offer to the other shareholders of TRAC Technology Ltd ("TRAC") has been concluded with 100% acceptance and Lionsgold is now the 100% owner of TRAC and Goldbloc.
Highlights:
· All TRAC shareholders accepted Lionsgold's offer and have been issued with New Ordinary Shares in Lionsgold in exchange for their TRAC shares (the "New Ordinary Shares").
· TRAC is now a wholly owned subsidiary of Lionsgold and LION shall assign to TRAC its three-year exclusive right to utilise the Railsbank Technology Ltd ("Railsbank") banking and compliance platform for physical gold and gold derivatives to be transacted in customer bank accounts.
· The New Ordinary Shares issued to TRAC CEO Ralph Hazell and his wife Nicola Hazell (who owned 25.63% of TRAC), as well as New Ordinary Shares issued to Liongold's CEO Cameron Parry (5% of TRAC), are subject to a six month hard lock-in period.
· Lionsgold's 100% ownership of TRAC together with its 12.5% ownership of Railsbank, sees the Company achieve its targeted equity positions in the lead up to the release of Goldbloc -scheduled for this quarter.
Lionsgold Non-Executive Chairman, David Price, commented: "We are delighted to report that Lionsgold is now the 100% owner of TRAC and Goldbloc, and we welcome those TRAC shareholders who have become Lionsgold shareholders. Together with Lionsgold's 12.5% ownership of Railsbank and the recent appointment of LION CEO Cameron Parry to the Railsbank board, we believe Lionsgold's position is optimised for the rollout of Goldbloc and maximised for the benefit of all LION shareholders."
Details of the Issue of LION shares for TRAC shares
All TRAC Shareholders accepted the Offer prior to the Offer close at 5.00 p.m. on Friday 20 April 2018.
Lionsgold has therefore allotted a total of 57,995,304 New Ordinary Shares in Lionsgold to the shareholders of TRAC who held the remaining 1,032 (45%) TRAC shares not already owned by Lionsgold. 39,506,491 of the New Ordinary Shares will be subject to a six month hard lock-in. Application will be made for the New Ordinary Shares to be admitted to trading on AIM, which is expected to take place on 27 April 2018. The New Ordinary Shares will rank pari passu with existing ordinary shares.
TRAC CEO Ralph Hazell together with his wife Nicola Hazell, as well as LION CEO Cameron Parry have agreed to enter into a six month hard lock-in period from the date of admission to trading of their New Ordinary Shares in Lionsgold issued in exchange for their 25.63%, 3.18% and 5.0% TRAC shareholdings respectively.
Director/PDMR Shareholdings
Following the issue of the New Ordinary Shares, the interests of Cameron Parry and Ralph Hazell in the capital of the Company are as follows:
| Current shareholding | New Ordinary Shares | Resulting shareholding | Percentage |
|
|
|
|
|
Cameron Parry * | 16,500,000 | 6,462,655 | 22,962,655 | 4.53 |
Ralph Hazell | Nil | 28,941,455 | 28,941,455 | 5.71 |
Nicola Hazell | Nil | 4,102,381 | 4,102,381 | 0.81 |
* the shares are held in Yarramen Corp Limited, Mr. Parry's family trust
Set out at the foot of this announcement are the notifications in accordance with Article 19.3 of the Market Abuse Regulation.
Total Voting Rights
In accordance with the provisions of the Disclosure Guidance and Transparency Rules of the FCA ("DTRs"), the issued ordinary share capital of Lionsgold following the issue of the New Ordinary Shares, there shall be 506,845,660 Ordinary Shares with voting rights attached (one vote per share). There are no shares held in treasury. This total voting rights figure may be used by shareholders as the denominator for the calculation by which they will determine whether they are required to notify their interest in, or a change to their interest in, Lionsgold under the DTRs.
About Goldbloc
Goldbloc has been developed through Lionsgold's fintech subsidiary, TRAC Technology Ltd ("TRAC" or "The Real Asset Company") evolving from the original TRAC offering available at www.therealasset.co.uk to a digital gold currency utilised in bank accounts. The Real Asset Company enables individuals to buy, hold and trade gold and silver bullion securely and efficiently. The user-friendly platform sits on top of global vaulting infrastructure, providing an online account for buying gold and silver and holding precious metals.
Goldbloc, provides the safety and tangibile value of physical gold with the convenience of everyday banking. Goldbloc's unique proposition and competitive advantage is the ability to provide a bank account and debit card linked to physical gold directly owned by the banking customer.
Each Goldbloc is 1/1,000th of a gram of gold and developed to be deposited and spent via the global banking network. www.goldbloc.com
About Railsbank
Railsbank is a banking and compliance platform which connects a global network of partner banks with companies who want API (Application Programmer Interface) access to global banking.
Railsbank simplifies on-boarding companies to its banking partners, then gives access via the Railsbank API to banking services such as creating digital ledgers, connecting digital ledgers to real bank accounts, issuing IBANs for ledgers, receiving money, sending money, converting money (FX), collecting money (direct debit), issuing cards, and managing credit.
www.railsbank.com
Enquiries:
Lionsgold Limited Cameron Parry (Chief Executive Officer)
| Tel: +44 (0)20 3778 0578
|
WH Ireland Limited (Nominated Adviser) Tim Feather/Chris Viggor
| Tel: +44 (0)113 394 6600
|
Smaller Company Capital Limited (Broker) Rupert Williams / Jeremy Woodgate | Tel: +44 (0)20 3651 2911
|
About LIONSGOLD Limited (LSE: LION)
Lionsgold is a London Stock Exchange AIM market quoted, gold-focused company involved in the exploration, production and retail application of physical gold, with gold assets in India and Finland and a financial technology company developing the digital gold currency, Goldbloc.
Lionsgold's three core focuses are:
· Strategic partnership with leading India gold exploration and mine development company, Geomysore, in which Lionsgold holds 21.15%;
· Ownership of a financial technology platform providing online accounts for people to hold and utilise physical gold (www.goldbloc.com / www.indexgold.com / www.therealasset.co.uk); and
· Gold exploration and production in Finland via 30% ownership of Finnish joint venture.
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Cameron Parry (through Yarramen Corp Limited) | ||||
2 | Reason for the notification | |||||
a) | Position/status | CEO | ||||
b) | Initial notification/ Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Lionsgold Limited | ||||
b) | LEI | GG00B3M9KL68 | ||||
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 | Ordinary shares of no par value
GB00B3M9KL68 | ||||
b) | Nature of the transaction | Issue of ordinary shares in consideration for acquisition | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
6,462,655 £150,392 | ||||
e) | Date of the transaction | 23 April 2018 | ||||
f) | Place of the transaction | Off market | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Ralph Hazell | ||||
2 | Reason for the notification | |||||
a) | Position/status | CEO of TRAC Technology Limited | ||||
b) | Initial notification/ Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Lionsgold Limited | ||||
b) | LEI | GG00B3M9KL68 | ||||
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 | Ordinary shares of no par value
GB00B3M9KL68 | ||||
b) | Nature of the transaction | Issue of ordinary shares in consideration for acquisition | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
28,941,455 £673,497 | ||||
e) | Date of the transaction | 23 April 2018 | ||||
f) | Place of the transaction | Off market | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Nicola Hazell | ||||
2 | Reason for the notification | |||||
a) | Position/status | Spouse of Ralph Hazell (CEO of TRAC Technology Limited) | ||||
b) | Initial notification/ Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Lionsgold Limited | ||||
b) | LEI | GG00B3M9KL68 | ||||
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 | Ordinary shares of no par value
GB00B3M9KL68 | ||||
b) | Nature of the transaction | Issue of ordinary shares in consideration for acquisition | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
4,102,381 £95,467 | ||||
e) | Date of the transaction | 23 April 2018 | ||||
f) | Place of the transaction | Off market | ||||