24 Apr 2020 07:00
24 April 2020
Revised Subscription
London, United Kingdom - Pembridge Resources plc (LSE: PERE) ("Pembridge" or the "Company") announces a revision to the Subscription announced on Monday 20 April 2020.
The Company has become aware that it may not issue 19,183,179 new ordinary shares to raise £633,000 under the original subscription as it exceeds the amount permissible under the Listing Rules of the FCA despite the Company being able to issue the shares under existing authorities granted by shareholders. The maximum amount permitted under the Listing Rules for standard listed companies is 20% of its current issued share capital.
With regard to the issued share capital, the Company has recently cancelled 5,489,453 ordinary shares following matters concerning bonus shares issued at the time of the IPO. The revised issued share capital of the Company is now 63,231,494 ordinary shares of 1p. Also, the Company has provided a sufficient balance for certain options and warrants to be exercised if required. In order to mitigate the amount of share capital headroom allocated to options and warrants the directors have agreed to surrender their options as follows:
Director | Number of share options surrendered |
Gati Al-Jebouri | 3,015,000 |
Frank McAllister | 535,000 |
Guy Le Bel | 535,000 |
Therefore, the Company intends to issue 11,175,499 new ordinary shares resulting in a revised subscription of £368,000 ("Subscription Shares") at the same price of 3.3p. The balance of 8,007,680 excess shares issued and allotted under the original subscription have been cancelled.
Director Subscriptions
Director | Current Holding | Subscription Shares | % Holding following Subscription and Admission* |
Gati Al-Jebouri | 11,667,496 | 3,751,258 | 20.7% |
Frank McAllister | 3,451,419 | 1,212,121 | 6.3% |
*issued share capital of 74,406,993
Application to LSE
The Company intends to issue the Subscription Shares under its existing authorities and an application has been made to the London Stock Exchange for the Subscription Shares, which rank pari passu with the Company's existing issued ordinary shares, to be admitted to trading on the LSE. Dealings are expected to commence from 8.00 a.m. on 29 April 2020 ("Admission").
The Company's issued ordinary share capital following Admission will be 74,406,993 ordinary shares. 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 share capital of the Company under the FCA's Disclosure and Transparency Rules.
Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board of Pembridge said:
"We have had to adjust the size of Placing to ensure we are compliant with the prospectus regulation rules (including the exemption under PRR 1.2.4, Article 1 (5)(a)). Certain Directors have also agreed to surrender their options, thereby maximising the amount of capital that could be raised in the Placing. Despite the reduced size the Company remains in a stable financial position to meet any envisaged working capital requirements from existing cash resources and as yet undrawn loans."
ENDS
NOTES TO EDITORS
About Pembridge Resources plc
Pembridge is a mining company that is listed on the standard segment of the Official List of the FCA and trading on the main market for listed securities of London Stock Exchange plc. Pembridge has an investment in Minto Explorations Ltd, a British Columbia incorporated business operating the Minto mine in Yukon, Canada.
Enquiries:
Pembridge Resources plc: +44 (0)20 7917 2968
Gati Al-Jebouri, Chief Executive Officer and Chairman of the Board
David James, Chief Financial Officer
Brandon Hill Capital - United Kingdom: +44 (0)20 3463 5016
Jonathan Evans