Milton Capital PLC Board Changes, Share Purchases and PDMR Dealings (7747R)

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RNS Number : 7747R

Milton Capital PLC

31 October 2023

31 October 2023

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY MILTON CAPITAL PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN .

Milton Capital Plc

("Milton" or the "Company")

Board Changes, On-Market Share Purchases

and PDMR Dealings

HIGHLIGHTS

-- Approximately GBP455,000 of existing shares purchased at 1.25p per share price by a range of new investors.

o 78.5% premium to the mid-market price at 30 October 2023

o 25% premium to October 2022 IPO issue price

-- New Directors appointed with exceptional track records in the international oil and gas sector.

BACKGROUND

Milton Capital Plc is pleased to announce that certain other investors (the "Buyers") have agreed, via Peterhouse Capital, to acquire 36,400,000 existing ordinary shares through on- market purchases, at 1.25 pence per share, from a group of existing shareholders (the "Share Sales"). The selling shareholders include Malcolm Burne, a director of the Company, who has agreed to sell 12,000,000 ordinary shares as part of the Share Sales. Two of the Buyers, Edward Dawson and Richard Mays, who will join the board as Executive Director and Non-Executive Director respectively of the Company, with immediate effect, have each agreed to buy 4,000,000 ordinary shares in the Share Sales.

Eran Zucker, Executive Director, of the Company has decided to resign from the board as a director with immediate effect. Eran is not participating in the Share Sales and retains 1,999,900 ordinary shares, representing approximately 2.0% of the issued share capital.

In addition to the shares purchased as part of the Share Sales, the Buyers will also receive from the selling shareholders the two for one Investor Warrants that were attached to each ordinary share issued at the time of the Company's October 2022 IPO, as further detailed in the Company's Prospectus dated 29 September 2022.

Edward Dawson, incoming Executive Director stated: "I would like to place on record my thanks to Eran as a founding director of the Company. We are delighted he will retain his current shareholding in Milton as we embark on a new direction. We are excited about the array of [oil and gas/energy] opportunities that are presenting themselves and believe that the board will be able to use its expertise and contacts to seek out value enhancing opportunities in the sector. We look forward to updating shareholders as progress gets made."

Following the Share Sales, the Directors interests in the Company's Ordinary Shares will be:

   -    Richard Mays: 4,000,000 (approximately 4.0%) 
   -    Edward Dawson: 4,000,000 (approximately 4.0%) 
   -    Malcolm Burne: 8,000,000 (approximately 8.0%) 

Richard Paul Mays - Non-Executive Director (aged 62)

Richard Mays holds LLB, LLM, PhD degrees and is a Solicitor in Scotland. Formerly Professor and Depute Dean of the Aberdeen Business School he has extensive industry, commercial and legal experience for numerous Exploration and Production companies and oil and gas contractors. He is Vice President Business Development and General Counsel of Canadian Overseas Petroleum Limited. A role he has held since 2014. He has leadership experience in London Stock Exchange listed companies at DEO Petroleum plc (founding director), at Oilexco North Sea and Prospex Energy plc (founding director). He also served as Executive Chairman of Peppercoast Petroleum plc and Black Star Petroleum plc (founding director).

In respect of paragraphs 9.6.13(1) to 9.6.13(6) of the Financial Conduct Authority's Listing Rules, the below details all directorships held by the director in any other publicly quoted company at any time in the previous five years:

 
 Current directorships                      Previous directorships 
 
 
   Sallork Limited                            Prospex Energy plc 
  Sallork Legal and Commercial Consulting 
   Limited 
 Sallork (Property ) Limited 
 Spurmont Limited 
 
 (none of the above are publicly quoted) 
 

Edward Rowland Dawson - Executive Director (aged 49)

Edward Dawson holds a BEng and an MSc (Investment analysis) degree. Edward has over 20 years' experience in the energy sector. He has managed, financed, and been a key investor in the sector. Positions held include: CEO of Propsex Energy (Founding Director), MD of Peppercoast Petroleum (Founding Director), and MD of Black Star Petroleum plc; analyst for RAB Capital's Energy Fund; Business Development and Finance Manager for Oilexco Incorporated; and a fund manager for Park Place Capital

In respect of paragraphs 9.6.13(1) to 9.6.13(6) of the Financial Conduct Authority's Listing Rules, the below details all directorships held by the director in any other publicly quoted company at any time in the previous five years:

 
 Current directorships                Previous directorships 
 
 Cheshire Green Employment Park Ltd   Prospex Energy Plc 
 Eddisbury Property Company           PXOG County Ltd 
 Spagyric 3 Ltd                       PXOG Marshal Ltd 
 Spurmount Ltd                        PXOG Massey Ltd 
                                      PXOG Muirhill Ltd 
 

There is no further information in respect of the appointment of Richard Mays and Edward Dawson which would require disclosure under Listing Rule 9.6.13 R (1) - (6).

Enquiries:

 
 
 Milton Capital plc             [e-mail] 
  Directors                      or 
  Edward Dawson                  [e-mail] 
 Peterhouse Capital Limited 
  Financial Adviser 
  Brefo Gyasi / Guy Miller      [phone] 
 Corporate Broker 
  Lucy Williams / Duncan 
  Vasey 
 
 
        Notification and public disclosure of transactions by persons 
          discharging managerial responsibilities and persons closely 
                             associated with them. 
 1    Details of the person discharging managerial responsibilities 
       / person closely associated 
     ------------------------------------------------------------------------ 
 a)   Name                       Richard Mays 
     -------------------------  --------------------------------------------- 
 2    Reason for the notification 
     ------------------------------------------------------------------------ 
 a)   Position/status            Non-Executive Director of Milton Capital Plc 
     -------------------------  --------------------------------------------- 
 b)   Initial notification 
       /Amendment                  Initial 
     -------------------------  --------------------------------------------- 
 3    Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
     ------------------------------------------------------------------------ 
 a)   Name                       Milton Capital Plc 
     -------------------------  --------------------------------------------- 
 b)   LEI                        213800HP1JUEEDRXTV09 
     -------------------------  --------------------------------------------- 
 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             Ordinary Shares of GBP0.01 each 
       the financial 
       instrument, type 
       of instrument 
       Identification             ISIN: GB00BMWLC750 
       code 
     -------------------------  --------------------------------------------- 
 b)   Nature of the              Acquisition of existing Ordinary Shares 
       transaction 
     -------------------------  --------------------------------------------- 
 c)   Price(s) and volume(s)     4,000,000 Ordinary Shares at 1.25 pence per 
                                  share 
     -------------------------  --------------------------------------------- 
 d)   Aggregated information 
       - Aggregated volume 
       - Price 
     -------------------------  --------------------------------------------- 
 e)   Date of the transaction    31 O ctober 2023 
     -------------------------  --------------------------------------------- 
 f)   Place of the transaction   Main Market 
     -------------------------  --------------------------------------------- 
 
 
    Notification and public disclosure of transactions by persons 
      discharging managerial responsibilities and persons closely 
                         associated with them. 
 Details of the person discharging managerial responsibilities 
  / person closely associated 
------------------------------------------------------------------- 
 Name                      Edward Dawson 
------------------------  ----------------------------------------- 
 Reason for the notification 
------------------------------------------------------------------- 
 Position/status           Executive Director of Milton Capital Plc 
------------------------  ----------------------------------------- 
 Initial notification 
  /Amendment                 Initial 
------------------------  ----------------------------------------- 
 Details of the issuer, emission allowance market participant, 
  auction platform, auctioneer or auction monitor 
------------------------------------------------------------------- 
 Name                      Milton Capital Plc 
------------------------  ----------------------------------------- 
 LEI                       213800HP1JUEEDRXTV09 
------------------------  ----------------------------------------- 
 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 

------------------------------------------------------------------- 
 Description of            Ordinary Shares of GBP0.01 each 
  the financial 
  instrument, type 
  of instrument 
  Identification            ISIN: GB00BMWLC750 
  code 
------------------------  ----------------------------------------- 
 Nature of the             Acquisition of e xisting Ordinary Shares 
  transaction 
------------------------  ----------------------------------------- 
 Price(s) and              4,000,000 Ordinary Shares at 1.25 pence 
  volume(s)                 per share 
------------------------  ----------------------------------------- 
 Aggregated information 
  - Aggregated 
  volume 
  - Price 
------------------------  ----------------------------------------- 
 Date of the transaction   31 October 2023 
------------------------  ----------------------------------------- 
 Place of the              Main Market 
  transaction 
------------------------  ----------------------------------------- 
 
 
    Notification and public disclosure of transactions by persons 
      discharging managerial responsibilities and persons closely 
                         associated with them. 
 Details of the person discharging managerial responsibilities 
  / person closely associated 
--------------------------------------------------------------------- 
 Name                       Malcolm Burne 
-------------------------  ------------------------------------------ 
 Reason for the notification 
--------------------------------------------------------------------- 
 Position/status            Executive Director of Milton Capital Plc 
-------------------------  ------------------------------------------ 
 Initial notification 
  /Amendment                  Initial 
-------------------------  ------------------------------------------ 
 Details of the issuer, emission allowance market participant, 
  auction platform, auctioneer or auction monitor 
--------------------------------------------------------------------- 
 Name                       Milton Capital Plc 
-------------------------  ------------------------------------------ 
 LEI                        213800HP1JUEEDRXTV09 
-------------------------  ------------------------------------------ 
 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 
--------------------------------------------------------------------- 
 Description of             Ordinary Shares of GBP0.01 each 
  the financial 
  instrument, type 
  of instrument 
  Identification             ISIN: GB00BMWLC750 
  code 
-------------------------  ------------------------------------------ 
 Nature of the              Disposal of Ordinary Shares 
  transaction 
-------------------------  ------------------------------------------ 
 Price(s) and volume(s)     1 2,000,000 Ordinary Shares at 1.25 pence 
                             per share 
-------------------------  ------------------------------------------ 
 Aggregated information 
  - Aggregated volume 
  - Price 
-------------------------  ------------------------------------------ 
 Date of the transaction    31 October 2023 
-------------------------  ------------------------------------------ 
 Place of the transaction   Main Market 
-------------------------  ------------------------------------------ 
 

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October 31, 2023 03:00 ET (07:00 GMT)