Last checked at 13 Jan 2017 16:30
13 January 2017
SHEARWATER GROUP PLC
(the "Company")
Conversion of loan note
Issue of equity
Director/PDMR Shareholdings
Shearwater Group plc (AIM: SWG), announces that it has received notice of the following transactions.
David Williams, Chairman, has today transferred his interest of £50,000 in the convertible loan note issued to him on 17 June 2016, to Giles Willits, Non-executive Director. The transfer does not include the warrant attached to the loan note.
Subsequent to the above transfer, Giles Willits and the other loan note holder have each converted the loan notes into equity at a price of 1 pence per share, in accordance with the terms of the loan note. In addition, David Williams and the other loan note holder have each exercised the warrants attaching to the loan note issue, each at a price of 2 pence per share.
Application will be made for the 20,000,000 new ordinary shares to be admitted to trading on AIM, which is expected to take place on 20 January 2016. The new ordinary shares will rank pari passu with the existing ordinary shares in issue.
In accordance with the provisions of the Disclosure Guidance and Transparency Rules of the FCA, the Company confirms that, following this issue, its issued share capital will comprise 503,750,286 Ordinary Shares of 1 pence each. All Ordinary Shares shall have equal voting rights and none of the Ordinary Shares are held in treasury. The total number of voting rights in the Company immediately following Admission will therefore be 503,750,286.
This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation No. 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.
The information below, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | David Williams | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chairman | ||||
b) | Initial notification/ Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Shearwater Group plc | ||||
b) | LEI | N/A | ||||
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 1p each
GB00B00T3528 | ||||
b) | Nature of the transaction | Transfer of loan note | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
5,000,000 £n/a | ||||
e) | Date of the transaction | 13 January 2017 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | David Williams | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chairman | ||||
b) | Initial notification/ Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Shearwater Group plc | ||||
b) | LEI | N/A | ||||
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 1p each
GB00B00T3528 | ||||
b) | Nature of the transaction | Exercise of warrants | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
5,000,000 £100,000 | ||||
e) | Date of the transaction | 13 January 2017 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Giles Willits | ||||
2 | Reason for the notification | |||||
a) | Position/status | Non-executive Director | ||||
b) | Initial notification/ Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Shearwater Group plc | ||||
b) | LEI | N/A | ||||
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 1p each
GB00B00T3528 | ||||
b) | Nature of the transaction | Exercise of loan notes | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
5,000,000 £n/a | ||||
e) | Date of the transaction | 13 January 2017 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||
Contacts: | |
Shearwater Group plc | www.aurummining.net |
David Williams Mo Stevens | +44 (0) 797 014 8016 +44 (0) 780 171 2582 |
WH Ireland Limited | Nominated Adviser & Broker |
Mike Coe, Ed Allsopp | +44 (0) 117 945 3470 |
Powerscourt | aurum@powerscourt-group.com |
Ben Griffiths, Andy Jones | +44 (0)20 7250 1446 |