Share Name Share Symbol Market Type Share ISIN Share Description
Aquila Services Group Plc LSE:AQSG London Ordinary Share GB00BPYP3Q26 ORD 5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 35.00 30.00 40.00 35.00 35.00 35.00 0.00 00:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
General Industrials 7.7 0.6 1.3 26.5 12

Aquila Services Group PLC Completion of Acquisition - Issue of Equity & TVR

11/11/2019 2:33pm

UK Regulatory (RNS & others)


Aquila Services (LSE:AQSG)
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TIDMAQSG

RNS Number : 0123T

Aquila Services Group PLC

11 November 2019

For immediate release

11 November 2019

Aquila Services Group plc ("Aquila")

Completion of acquisition of Oaks Consultancy Ltd ("Oaks")

Issue of Equity

Total Voting Rights

Holding(s) in Company

Completion of acquisition

Further to the announcement of 11 June 2019, Aquila, a company formed to acquire and operate growing businesses operating in the affordable housing services sector, is pleased to announce the payment of the balance of the Initial Price as contemplated under the share purchase agreement (the "SPA") of GBP942,667 (the "Further Payment").

A payment in cash of GBP202,012 has already been made to the Sellers on account of the Initial Price and the Further Payment, satisfied by both cash and the issue of new ordinary shares (the "Consideration Shares"), was determined by Oaks' financial performance to the year ended 31 March 2019 and subject to a Completion Account mechanism ("Completion").

The Further Payment comprises GBP212,419 in cash, and the issue of 2,544,415 Consideration Shares at GBP0.287 per share, being a sum equal to the average of the closing middle market price of an ordinary share of 5p each ("Ordinary Share") for each of the five Business Days immediately preceding Completion.

Issue of Equity

Application has been made to the Financial Conduct Authority and to the London Stock Exchange for the 2,544,415 Consideration Shares, which will rank pari passu with all existing Ordinary Shares, to be admitted to the Official List and to trading on the Main Market of the London Stock Exchange ("Admission"). Admission is expected to take place on or around 14 November 2019.

Total Voting Rights

In conformity with rule 5.6.1 of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules (the DTRs) the Company is notifying the market of the following:

As at Admission, the Company's issued share capital will consist of 37,852,191 ordinary shares of 5p each with voting rights. There are no shares held in treasury.

The above figure of 37,852,191 may therefore be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Company under the DTRs.

Holding(s) in Company

Following the issue and allotment of the Consideration Shares, each of the two founders of Oaks have become interested in >3% of the Company's enlarged share capital. The two individual TR-1 notifications are set out in Appendix I below.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").

For further information please visit www.aquilaservicesgroup.co.uk or contact:

Aquila Services Group plc

Steve Douglas

Group Chief Executive

Tel: 020 7934 0175

Beaumont Cornish Limited, Financial Adviser

Roland Cornish

Tel: 020 7628 3396

Notes to editors:

About Aquila Services Group plc

Aquila is the London Stock Exchange listed parent company of: Altair Consultancy and Advisory Services Ltd, a specialist housing consultancy; Aquila Treasury and Finance Solutions Ltd, an FCA registered subsidiary of treasury management advisors; and Oaks Consultancy Ltd, specialist consultancy in sport, education and charities. I also has investments in 3C Consultants Ltd, one of the largest providers of IT consultancy to the UK social housing sector, and AssetCore Limited, a platform for storing and managing loan security information with links to lenders, legal advisors, and security trustees.

https://altairltd.co.uk/

https://www.atfsltd.co.uk/

http://www.3cconsultants.co.uk/

http://www.assetcore.com/

https://www.oaksconsultancy.co.uk/

Appendix I

TR-1: Standard form for notification of major holdings

 
 NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and 
  to the FCA in Microsoft Word format if possible)(i) 
 
 1a. Identity of the issuer or the                                       Aquila Services Group plc 
  underlying issuer of existing shares 
  to which voting rights are attached(ii) 
  : 
                                                         --------------------------------------------------------- 
 1b. Please indicate if the issuer is a non-UK issuer (please mark with 
  an "X" if appropriate) 
 Non-UK issuer 
                                                                                                ------------------ 
 2. Reason for the notification (please mark the appropriate box or boxes 
  with an "X") 
 An acquisition or disposal of voting rights 
                                                                                                ------------------ 
 An acquisition or disposal of financial instruments 
                                                                                                ------------------ 
 An event changing the breakdown of voting rights 
                                                                                                ------------------ 
 Other (please specify)(iii) : Issue of Consideration Shares                                             X 
                                                                                                ------------------ 
 3. Details of person subject to the notification obligation(iv) 
 Name                                                     Adam Walker 
 City and country of registered office 
  (if applicable) 
 4. Full name of shareholder(s) (if different from 3.)(v) 
 Name 
                                                         --------------------------------------------------------- 
 City and country of registered office 
  (if applicable) 
                                                         --------------------------------------------------------- 
 5. Date on which the threshold was                       11 November 2019 
  crossed or reached(vi) : 
                                                         --------------------------------------------------------- 
 6. Date on which issuer notified (DD/MM/YYYY):           11 November 2019 
                                                         --------------------------------------------------------- 
 7. Total positions of person(s) subject to the notification obligation 
                                      % of voting         % of voting rights    Total of both    Total number 
                                     rights attached      through financial      in % (8.A +      of voting rights 
                                    to shares (total         instruments             8.B)         of issuer(vii) 
                                        of 8. A)            (total of 8.B 
                                                              1 + 8.B 2) 
                                -----------------------  -------------------  ----------------  ------------------ 
 Resulting situation 
  on the date 
  on which threshold 
  was crossed 
  or reached                     1,248,176                N/A                  3.30%             37,852,191 
                                -----------------------  -------------------  ----------------  ------------------ 
 Position of                     N/A                      N/A                  N/A 
  previous notification 
  (if 
  applicable) 
                                -----------------------  -------------------  ----------------  ------------------ 
 
 
 
 8. Notified details of the resulting situation on the date on which the 
  threshold was crossed or reached(viii) 
 A: Voting rights attached to shares 
 Class/type of      Number of voting rights(ix)                  % of voting rights 
  shares 
  ISIN code (if 
  possible) 
                          Direct                Indirect                       Direct                       Indirect 
                    (Art 9 of Directive   (Art 10 of Directive           (Art 9 of Directive          (Art 10 of Directive 
                       2004/109/EC)           2004/109/EC)              2004/109/EC) (DTR5.1)             2004/109/EC) 
                         (DTR5.1)              (DTR5.2.1)                                                  (DTR5.2.1) 
                                         --------------------- 
 GB00BPYP3Q26       1,248,176             -                      3.30%                                - 
                   --------------------  ---------------------  -----------------------------------  --------------------- 
 
 
 SUBTOTAL 8. A                      1,248,176                                              3.30% 
                   -------------------------------------------  ---------------------------------------------------------- 
 
 B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC 
  (DTR5.3.1.1 (a)) 
 Type of            Expiration            Exercise/              Number of voting                     % of voting 
  financial          date(x)              Conversion              rights that may                      rights 
  instrument                              Period(xi)              be acquired if 
                                                                  the instrument 
                                                                  is 
                                                                  exercised/converted. 
                   --------------------  ---------------------  -----------------------------------  --------------------- 
 
 
 
                                          SUBTOTAL 8. B 1 
                                         ---------------------  -----------------------------------  --------------------- 
 
 B 2: Financial Instruments with similar economic effect according to 
  Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) 
 Type of           Expiration             Exercise/              Physical or       Number of          % of voting 
  financial         date(x)               Conversion             cash               voting rights      rights 
  instrument                              Period (xi)            settlement(xii) 
                  ---------------------  ---------------------  ----------------  ----------------- 
 
 
 
                                                                 SUBTOTAL 8.B.2 
                                                                ----------------  ----------------- 
 
 
 
 
 9. Information in relation to the person subject to the notification 
  obligation (please mark the 
  applicable box with an "X") 
 Person subject to the notification obligation is not controlled 
  by any natural person or legal entity and does not control any other 
  undertaking(s) holding directly or indirectly an interest in the 
  (underlying) issuer(xiii) 
 Full chain of controlled undertakings through which the voting rights 
  and/or the 
  financial instruments are effectively held starting with the ultimate 
  controlling natural person or legal entity(xiv) (please add additional 
  rows as necessary) 
    Name(xv)            % of voting rights             % of voting rights         Total of both if 
                          if it equals or               through financial          it equals or is 
                         is higher than the             instruments if it          higher than the 
                        notifiable threshold           equals or is higher      notifiable threshold 
                                                       than the notifiable 
                                                            threshold 
                 --------------------------------  -------------------------  ------------------------ 
 
 
 
 
 
 
 10. In case of proxy voting, please identify: 
 Name of the proxy holder 
                                                   --------------------------------------------------- 
 The number and % of voting rights 
  held 
                                                   --------------------------------------------------- 
 The date until which the voting rights 
  will be held 
                                                   --------------------------------------------------- 
 
 11. Additional information(xvi) 
 
 
 
 
 Place of completion   London 
 Date of completion    11 November 2019 
                      ----------------- 
 

TR-1: Standard form for notification of major holdings

 
 NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and 
  to the FCA in Microsoft Word format if possible)(i) 
 
 1a. Identity of the issuer or the                                       Aquila Services Group plc 
  underlying issuer of existing shares 
  to which voting rights are attached(ii) 
  : 
                                                         --------------------------------------------------------- 
 1b. Please indicate if the issuer is a non-UK issuer (please mark with 
  an "X" if appropriate) 
 Non-UK issuer 
                                                                                                ------------------ 
 2. Reason for the notification (please mark the appropriate box or boxes 
  with an "X") 
 An acquisition or disposal of voting rights 
                                                                                                ------------------ 
 An acquisition or disposal of financial instruments 
                                                                                                ------------------ 
 An event changing the breakdown of voting rights 
                                                                                                ------------------ 
 Other (please specify)(iii) : Issue of Consideration Shares                                             X 
                                                                                                ------------------ 
 3. Details of person subject to the notification obligation(iv) 
 Name                                                     Mark Walker 
 City and country of registered office 
  (if applicable) 
 4. Full name of shareholder(s) (if different from 3.)(v) 
 Name 
                                                         --------------------------------------------------------- 
 City and country of registered office 
  (if applicable) 
                                                         --------------------------------------------------------- 
 5. Date on which the threshold was                       11 November 2019 
  crossed or reached(vi) : 
                                                         --------------------------------------------------------- 
 6. Date on which issuer notified (DD/MM/YYYY):           11 November 2019 
                                                         --------------------------------------------------------- 
 7. Total positions of person(s) subject to the notification obligation 
                                      % of voting         % of voting rights    Total of both    Total number 
                                     rights attached      through financial      in % (8.A +      of voting rights 
                                    to shares (total         instruments             8.B)         of issuer(vii) 
                                        of 8. A)            (total of 8.B 
                                                              1 + 8.B 2) 
                                -----------------------  -------------------  ----------------  ------------------ 
 Resulting situation 
  on the date 
  on which threshold 
  was crossed 
  or reached                     1,296,239                N/A                  3.42%             37,852,191 
                                -----------------------  -------------------  ----------------  ------------------ 
 Position of                     N/A                      N/A                  N/A 
  previous notification 
  (if 
  applicable) 
                                -----------------------  -------------------  ----------------  ------------------ 
 
 
 
 8. Notified details of the resulting situation on the date on which the 
  threshold was crossed or reached(viii) 
 A: Voting rights attached to shares 
 Class/type of      Number of voting rights(ix)                  % of voting rights 
  shares 
  ISIN code (if 
  possible) 
                          Direct                Indirect                       Direct                       Indirect 
                    (Art 9 of Directive   (Art 10 of Directive           (Art 9 of Directive          (Art 10 of Directive 
                       2004/109/EC)           2004/109/EC)              2004/109/EC) (DTR5.1)             2004/109/EC) 
                         (DTR5.1)              (DTR5.2.1)                                                  (DTR5.2.1) 
                                         --------------------- 
 GB00BPYP3Q26       1,296,239             -                      3.42%                                - 
                   --------------------  ---------------------  -----------------------------------  --------------------- 
 
 
 SUBTOTAL 8. A                      1,296,239                                              3.42% 
                   -------------------------------------------  ---------------------------------------------------------- 
 
 B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC 
  (DTR5.3.1.1 (a)) 
 Type of            Expiration            Exercise/              Number of voting                     % of voting 
  financial          date(x)              Conversion              rights that may                      rights 
  instrument                              Period(xi)              be acquired if 
                                                                  the instrument 
                                                                  is 
                                                                  exercised/converted. 
                   --------------------  ---------------------  -----------------------------------  --------------------- 
 
 
 
                                          SUBTOTAL 8. B 1 
                                         ---------------------  -----------------------------------  --------------------- 
 
 B 2: Financial Instruments with similar economic effect according to 
  Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) 
 Type of           Expiration             Exercise/              Physical or       Number of          % of voting 
  financial         date(x)               Conversion             cash               voting rights      rights 
  instrument                              Period (xi)            settlement(xii) 
                  ---------------------  ---------------------  ----------------  ----------------- 
 
 
 
                                                                 SUBTOTAL 8.B.2 
                                                                ----------------  ----------------- 
 
 
 
 
 9. Information in relation to the person subject to the notification 
  obligation (please mark the 
  applicable box with an "X") 
 Person subject to the notification obligation is not controlled 
  by any natural person or legal entity and does not control any other 
  undertaking(s) holding directly or indirectly an interest in the 
  (underlying) issuer(xiii) 
 Full chain of controlled undertakings through which the voting rights 
  and/or the 
  financial instruments are effectively held starting with the ultimate 
  controlling natural person or legal entity(xiv) (please add additional 
  rows as necessary) 
    Name(xv)            % of voting rights             % of voting rights         Total of both if 
                          if it equals or               through financial          it equals or is 
                         is higher than the             instruments if it          higher than the 
                        notifiable threshold           equals or is higher      notifiable threshold 
                                                       than the notifiable 
                                                            threshold 
                 --------------------------------  -------------------------  ------------------------ 
 
 
 
 
 
 
 10. In case of proxy voting, please identify: 
 Name of the proxy holder 
                                                   --------------------------------------------------- 
 The number and % of voting rights 
  held 
                                                   --------------------------------------------------- 
 The date until which the voting rights 
  will be held 
                                                   --------------------------------------------------- 
 
 11. Additional information(xvi) 
 
 
 
 
 Place of completion   London 
 Date of completion    11 November 2019 
                      ----------------- 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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November 11, 2019 09:33 ET (14:33 GMT)

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