CRUSHMETRIC Group Limited Completion of Acquisition, Share Transfers & Loan (6932K)

TIDMML.P

RNS Number : 6932K

CRUSHMETRIC Group Limited

23 December 2022

23 December 2022

CRUSHMETRIC GROUP LIMITED

(formerly known as "MiLOC Group Limited")

("CRUSHMETRIC" or "the Company")

Allotment of Shares, Director's share transfers

And Demand on Subsidiary's Loan

ALLOTMENT OF SHARES

CRUSHMETRIC GROUP LIMITED (AQSE: CRUSH), the AQSE Growth Market quoted Company, is pleased to advise, further to the Annual General Meeting of 2 November 2022, that it has completed the allotments and issue of the consideration shares, pursuant to the acquisition of CRUSHMETRIC Limited. 153,486,965 new Ordinary Shares have been issued to the following shareholders.

 
 Shareholder               Amount of new Ordinary   % of Enlarged Issued 
                            Shares to be issued      Shares 
 ONG Ban Poh Michael 
  (Chief Executive 
  Officer and Executive 
  Director)*               66,920,317               27.9 
                          -----------------------  --------------------- 
 Noah Deledda              69,683,082               29 
                          -----------------------  --------------------- 
 Lim Yi Shenn **           16,883,566               7 
                          -----------------------  --------------------- 
 Total                     153,486,965              63.9 
                          -----------------------  --------------------- 
 

* Mr. ONG Ban Poh Michael ("Mr. Ong"), Chief Executive Officer of the Company currently holds 13,934,150 Ordinary Shares through Megasia International Limited, which represents 5.81% of enlarged issued shares. Mr. Ong will hold in total 80,854,467 Ordinary Shares in the Company, representing 33.7% of the enlarged issued shares.

** Mr. Lim Yi Shenn ("Mr. Lim"), prior to the acquisition owned 3,830,261 ordinary shares of the Company. Together with the share allotment of 16,883,566, the total shareholding of Mr. Lim will be 20,713,824 Ordinary Shares, which represents 8.63% of the enlarged issued share capital.

Application will be made for the 153,486,965 Ordinary Shares to be admitted to trading on the AQSE Growth Market and it is expected that admission will occur on or before 29 December 2022.

The Ordinary Shares, when issued, will be credited as fully paid and rank pari passu in all respects with the existing Ordinary Shares of the Company.

TOTAL VOTING RIGHTS

The Company announces that, following the issue of Ordinary Shares referred to above, in accordance with the Financial Conduct Authority's Disclosure and Transparency Rules (the "Disclosure and Transparency Rules"), the total number of Ordinary Shares in issue will be 239,933,283 with each share carrying the right to one vote.

CRUSHMETRIC does not hold any shares in Treasury.

The above figure of 239,933,283 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 Company, under the Disclosure and Transparency Rules.

TRANSFER OF DIRECTOR'S SHARES

The Company also announces that Dr. Chow Ching Fung ("Dr. Chow"), non-Executive Director, will gift 23,968,230 Ordinary Shares for GBPNil consideration to all existing shareholders pro-rata to their current shareholding as at 30(th) June 2022, excluding Mr. Ong Ban Poh Michael, Mr. Noah Deledda, and any of their family members. None of these Ordinary Shares will be gifted to family members of Dr. Chow.

Dr. Chow currently holds 28,290,546 Ordinary Shares through Megasia International Limited, representing 11.79% of enlarged issued share capital. After the share transfers, his shareholding of the Company will be reduced to 4,322,316 Ordinary Shares, representing 1.8% of the enlarged issued share capital. The share transfers are expected to be completed around the end of January 2023. A further announcement will be made in due course once the share transfers have completed.

DEMAND ON SUBSIDIARY'S LOAN

The Company also announces that one of the Company's shareholders, Mr. Lim Yi Shenn has submitted a statutory demand to the Company's wholly-owned subsidiary, CRUSHMETRIC Limited, for a loan of approximately GBP109,673 (approximately HKD1,037,964). The Company will work with Mr. Lim to resolve this payment. A further announcement will be made in due course.

The Directors of the Company accept responsibility for the contents of this announcement.

For further information, please contact:-

 
 
  CRUSHMETRIC Group Limited 
  ONG Ban Poh Michael - Chief Executive         Tel: [phone] 
  Officer 
  Lilian Lo - Acting Chief Financial Officer 
AQSE Growth Market Corporate Adviser          Tel: [phone] 
 PETERHOUSE CAPITAL LIMITED                    0930 
 Guy Miller 
 Mark Anwyl 
 
 
 1    Details of the person discharging managerial responsibilities 
       / person closely associated 
     ------------------------------------------------------------------- 
 a)   Name                          ONG Ban Poh Michael 
---  ----------------------------  ------------------------------------- 
 2    Reason for the notification 
---  ------------------------------------------------------------------- 
 a)   Position/status               PDMR (Chief Executive Officer) 
---  ----------------------------  ------------------------------------- 
 b)   Initial notification          Initial notification 
       /Amendment 
---  ----------------------------  ------------------------------------- 
 3    Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
---  ------------------------------------------------------------------- 
 a)   Name                          CRUSHMETRIC Group Limited 
---  ----------------------------  ------------------------------------- 
 b)   LEI                           213800LQRD2H94XEL429 
---  ----------------------------  ------------------------------------- 
 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            Ordinary shares of no par value 
       financial instrument,         each in CRUSHMETRIC Group Limited 
       type of instrument 
       Identification code           Identification code (ISIN) for 
                                     CRUSHMETRIC Group Limited ordinary 
                                     shares: KYG613521031 
---  ----------------------------  ------------------------------------- 
 b)   Nature of the transaction     Purchase of Ordinary Shares 
---  ----------------------------  ------------------------------------- 
 c)   Price(s) and volume(s)          Price(s)         Volume(s) 
                                                       ----------- 
                                       Nil (Vend        66,920,317 
                                        of Asset         Ordinary 
                                        into Company)    Shares 
                                      ---------------  ----------- 
---  ----------------------------  ------------------------------------- 
 d)   Aggregated information        N/A 
       - Aggregated volume 
       - Price 
---  ----------------------------  ------------------------------------- 
 e)   Date of the transaction       21 December 2022 
---  ----------------------------  ------------------------------------- 
 f)   Place of the transaction      Aquis Exchange 
---  ----------------------------  ------------------------------------- 
 
 
 1    Details of the person discharging managerial responsibilities 
       / person closely associated 
     ------------------------------------------------------------------- 
 a)   Name                          Noah Deledda 
---  ----------------------------  ------------------------------------- 
 2    Reason for the notification 
---  ------------------------------------------------------------------- 
 a)   Position/status               PDMR 
---  ----------------------------  ------------------------------------- 
 b)   Initial notification          Initial notification 
       /Amendment 
---  ----------------------------  ------------------------------------- 
 3    Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
---  ------------------------------------------------------------------- 
 a)   Name                          CRUSHMETRIC Group Limited 
---  ----------------------------  ------------------------------------- 
 b)   LEI                           213800LQRD2H94XEL429 
---  ----------------------------  ------------------------------------- 
 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            Ordinary shares of no par value 
       financial instrument,         each in CRUSHMETRIC Group Limited 
       type of instrument 
       Identification code           Identification code (ISIN) for 
                                     CRUSHMETRIC Group Limited ordinary 
                                     shares: KYG613521031 
---  ----------------------------  ------------------------------------- 
 b)   Nature of the transaction     Purchase of Ordinary Shares 
---  ----------------------------  ------------------------------------- 
 c)   Price(s) and volume(s)          Price(s)         Volume(s) 
                                                       ----------- 
                                       Nil (Vend        69,683,082 
                                        of asset         Ordinary 
                                        into Company)    Shares 

                                      ---------------  ----------- 
---  ----------------------------  ------------------------------------- 
 d)   Aggregated information        N/A 
       - Aggregated volume 
       - Price 
---  ----------------------------  ------------------------------------- 
 e)   Date of the transaction       21 December 2022 
---  ----------------------------  ------------------------------------- 
 f)   Place of the transaction      Aquis Exchange 
---  ----------------------------  ------------------------------------- 
 

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December 23, 2022 02:00 ET (07:00 GMT)