24 Apr 2018 07:00
Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement, this information is now considered to be in the public domain.
24 April 2018
BOXHILL TECHNOLOGIES PLC
("Boxhill", the "Group" or the "Company")
Issue of Shares and Options
Issue of Shares
The board of directors of Boxhill (the "Board") yesterday resolved to issue the following ordinary shares of 0.1 pence each ("Ordinary Shares"), totalling 410,000,000 Ordinary Shares, in settlement of amounts invoiced:
1. 140,000,000 Ordinary Shares at a price of 0.1 pence per share in settlement of invoices for consultancy fees totalling £140,000 from Moorhen Limited, a company controlled by Phil Jackson, a director of a Group company, in relation to his contracted ongoing role within the payment services division of the Group.
2. 10,000,000 Ordinary Shares at a price of 0.1 pence per share in settlement of invoices for consultancy fees totalling £10,000 from FS Business Limited, a company controlled by Andrew Flitcroft, a director of the Company, in relation to his contracted services as Finance Director and company secretary of the Company.
3. The Board has agreed contractual terms with John Botros t/a St. James Street Chambers in relation to the legal work involved in the acquisition of Timegrand Limited (acquisition announced on 10 April 2017) and post-acquisition dealings with the Gambling Commission for a total consideration of £100,000 (the "Legal Services"). The Board and Mr Botros have agreed to the issue of 100,000,000 Ordinary Shares at a price of 0.1 pence per share in settlement of the invoice for the Legal Services. John Botros is a director of a Group company
4. The Board has agreed contractual terms with Bluedale Corporate Limited ("Bluedale") in relation to the corporate finance/services work involved in the establishment of Market Access Limited (announced on 28 March 2018) and post-establishment activities for a total consideration of £160,000 (the "Corporate Services"). The Board and Bluedale have agreed to the issue of 160,000,000 Ordinary Shares at a price of 0.1 pence per share in settlement of the invoice for the Corporate Services. Bluedale is a company controlled by John Botros, a director of a Group company.
(Collectively, the "New Ordinary Shares")
The New Ordinary Shares were issued on 23 April 2018. An application will be made to admit the New Ordinary Shares to trading on AIM with effect from 30 April 2018. Following the issue of the New Ordinary Shares, the Company has a total of 2,765,829,770 Ordinary Shares in issue. The above figure may 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 change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
Following the issue of the New Ordinary Shares, the following notifiable positions of Ordinary Shares are held:
Number of Ordinary Shares Held | Percentage of Ordinary Shares Held | |
Empire Global Management Limited | 500,000,000 | 18.08% |
John Botros 1 | 306,236,391 | 11.07% |
Management Express Ltd 2 | 236,656,580 | 8.56% |
Moorhen Limited | 140,000,000 | 5.06% |
Lord Tim Razzall 3 | 62,965,986 | 2.28% |
Andrew Flitcroft 4 | 35,674,408 | 1.29% |
1. Includes shares held by Bluedale Corporate Limited, a company Mr Botros controls, and 46,236,391 held by J M Malone, Mr Botros' wife.
2. A company owned by James Rose, a director of a subsidiary of the Company.
3. A Director of the Company.
4. A director of the Company. Includes shares held by FS Business Limited, a company Mr Flitcroft controls.
Issue of Options
The Board yesterday granted options over a total of 60,000,000 Ordinary Shares at an exercise price of 0.1 pence per share and a life of 5 years (the "Options"), equivalent to 2.17% of the ordinary share capital of the Company (following the issue of the New Ordinary Shares). Included in the Options are 20,000,000 granted to Arno Rudolf and 20,000,000 to Clive Hyman, who are both directors of the Company (the "Directors' Options"). The Directors' Options were not a contractual entitlement and have been granted to reward additional work undertaken.
Related Party Transactions
The Legal Services, Corporate Services and the issue of the Ordinary Shares to settle the invoices for the Legal Services and Corporate Services are related party transactions under the AIM Rules for Companies. The Board consider, having consulted with Allenby Capital Limited, the Company's nominated adviser, that the terms of the transactions are fair and reasonable insofar as its shareholders are concerned.
The issue of the Ordinary Shares to settle the invoices from Moorhen Limited is a related party transaction under the AIM Rules for Companies. The Board consider, having consulted with Allenby Capital Limited, the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
The issue of the Ordinary Shares to settle the invoices from FS Business Limited is a related party transaction under the AIM Rules for Companies. The Board, other than Mr Flitcroft, consider, having consulted with Allenby Capital Limited, the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
The issue of the Directors' Options are a related party transaction under the AIM Rules for Companies. The Board, other than Mr Hyman and Mr Rudolf, consider, having consulted with Allenby Capital Limited, the Company's nominated adviser, that the terms of the transactions are fair and reasonable insofar as its shareholders are concerned.
For further information, contact:
Boxhill Technologies PLC 020 7493 9644
Lord Razzall, Executive Chairman
Website www.boxhillplc.com
Allenby Capital Limited (Nomad & Broker)
John Depasquale/Nick Harriss 020 3328 5656
PDMR Disclosures under the Market Abuse Regulation
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a)
| Name | Philip Jackson | |
2
| Reason for the notification | ||
a)
| Position/status | Director of a subsidiary company | |
b)
| Initial notification /Amendment | Initial Notification | |
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a)
| Name | Boxhill Technologies plc | |
b)
| LEI | 213800YKVH5ISMCNWJ42 | |
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 0.1p each in the capital of the company
GB00B1DWH640 | |
b)
| Nature of the transaction | subscription to a capital increase | |
c)
| Price(s) and volume(s)
| Price(s) £0.001 | Volume(s) 140,000,000 |
d)
| Aggregated information - Aggregated volume - Price
| N/A (single transaction) | |
e)
| Date of the transaction
| 23 April 2018 | |
f)
| Place of the transaction
| XLON | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a)
| Name | Andrew Flitcroft | |
2
| Reason for the notification | ||
a)
| Position/status | Director | |
b)
| Initial notification /Amendment | Initial Notification | |
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a)
| Name | Boxhill Technologies plc | |
b)
| LEI | 213800YKVH5ISMCNWJ42 | |
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 0.1p each in the capital of the company
GB00B1DWH640 | |
b)
| Nature of the transaction | subscription to a capital increase | |
c)
| Price(s) and volume(s)
| Price(s) £0.001 | Volume(s) 10,000,000 |
d)
| Aggregated information - Aggregated volume - Price
| N/A (single transaction) | |
e)
| Date of the transaction
| 23 April 2018 | |
f)
| Place of the transaction
| XLON | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a)
| Name | John Botros | |
2
| Reason for the notification | ||
a)
| Position/status | Director of a subsidiary company | |
b)
| Initial notification /Amendment | Initial Notification | |
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a)
| Name | Boxhill Technologies plc | |
b)
| LEI | 213800YKVH5ISMCNWJ42 | |
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 0.1p each in the capital of the company
GB00B1DWH640 | |
b)
| Nature of the transaction | subscription to a capital increase | |
c)
| Price(s) and volume(s)
| Price(s) £0.001 | Volume(s) 260,000,000 |
d)
| Aggregated information - Aggregated volume - Price
| N/A (single transaction) | |
e)
| Date of the transaction
| 23 April 2018 | |
f)
| Place of the transaction
| XLON | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a)
| Name | Arno Rudolf | |
2
| Reason for the notification | ||
a)
| Position/status | Director | |
b)
| Initial notification /Amendment | Initial Notification | |
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a)
| Name | Boxhill Technologies plc | |
b)
| LEI | 213800YKVH5ISMCNWJ42 | |
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 | Options to subscribe for ordinary shares of 0.1p each in the capital of the company
GB00B1DWH640 | |
b)
| Nature of the transaction | acceptance of a stock option | |
c)
| Price(s) and volume(s)
| Price(s) £0.001 | Volume(s) 20,000,000 |
d)
| Aggregated information - Aggregated volume - Price
| N/A (single transaction) | |
e)
| Date of the transaction
| 23 April 2018 | |
f)
| Place of the transaction
| XLON | |
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||
a)
| Name | Clive Hyman | |
2
| Reason for the notification | ||
a)
| Position/status | Director | |
b)
| Initial notification /Amendment | Initial Notification | |
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a)
| Name | Boxhill Technologies plc | |
b)
| LEI | 213800YKVH5ISMCNWJ42 | |
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 | Options to subscribe for ordinary shares of 0.1p each in the capital of the company
GB00B1DWH640 | |
b)
| Nature of the transaction | acceptance of a stock option | |
c)
| Price(s) and volume(s)
| Price(s) £0.001 | Volume(s) 20,000,000 |
d)
| Aggregated information - Aggregated volume - Price
| N/A (single transaction) | |
e)
| Date of the transaction
| 23 April 2018 | |
f)
| Place of the transaction
| XLON | |