9 May 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.
9 May 2018
BOXHILL TECHNOLOGIES PLC
("Boxhill", the "Group" or the "Company")
Issue of Shares
Issue of Shares
The board of directors of Boxhill (the "Board") has today resolved to issue 50 million ordinary shares of 0.1 pence each ("Ordinary Shares") at a price of 0.1 pence per share in settlement of invoices for consultancy fees totalling £50,000 from Nineteen Twelve Management Limited, a company controlled by James Rose, a director of a subsidiary company (the "New Ordinary Shares").
The New Ordinary Shares will be issued on 9 May 2018. An application will be made to admit the New Ordinary Shares to trading on AIM with effect from 14 May 2018. Following the issue of the New Ordinary Shares, the Company will have a total of 2,815,829,770 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 Guidance 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 | 17.76% |
John Botros 1 | 306,236,391 | 10.88% |
James Rose 2 | 286,656,580 | 10.18% |
Moorhen Limited 3 | 140,000,000 | 4.97% |
Lord Tim Razzall 4 | 62,965,986 | 2.24% |
Andrew Flitcroft 5 | 35,674,408 | 1.27% |
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. Mr Botros is a director of a subsidiary of the Company.
2. Includes shares held by Management Express Limited and Nineteen Twelve Management Limited, companies owned by James Rose, a director of a subsidiary of the Company.
3. A company controlled by Phil Jackson, a director of a subsidiary of the Company.
4. A director of the Company.
5. A director of the Company. Includes shares held by FS Business Limited, a company Mr Flitcroft controls.
Related Party Transactions
The issue of the New Ordinary Shares 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.
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 | James Rose | |
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) 50,000,000 |
d)
| Aggregated information - Aggregated volume - Price
| N/A (single transaction) | |
e)
| Date of the transaction
| 8 May 2018 | |
f)
| Place of the transaction
| XLON | |