Mountfield Group plc Result of General Meeting (8846Q)

TIDMMOGP

RNS Number : 8846Q

Mountfield Group plc

02 March 2021

2 March 2021

Mountfield Group Plc

("Group" or "Company")

Result of GM, Issue of Equity and Restoration of Trading

Mountfield Group Plc announces that, at the general meeting held earlier today ("General Meeting"), all resolutions were duly passed. Details of the voting are shown below:

 
 Resolution      Votes for (1)       %   Votes against      %   Votes withheld      % 
 
 Resolution 1      141,934,747   99.78         316,409   0.22                0   0.00 
 Resolution 2      141,934,747   99.78         316,409   0.22                0   0.00 
 Resolution 3      141,934,747   99.78         316,409   0.22                0   0.00 
 Resolution 4      141,934,747   99.78         316,409   0.22                0   0.00 
 Resolution 5      141,934,747   99.78         316,409   0.22                0   0.00 
 Resolution 6      141,934,747   99.78         316,409   0.22                0   0.00 
 

Notes

1 - Includes discretionary votes

As a result of the passing of the resolutions at the General Meeting, shareholders have approved, inter alia, the disposals of Mountfield Building Group Limited ("MBG") and Connaught Access Flooring Holdings Limited ("Connaught"), which are expected to complete on or around 3 March 2021 ("Completion"), and the completion of a placing to raise GBP3.1 million ("Placing") before expenses conditional on Admission. Further details regarding the resolutions are set out in the Company's circular of 15 February 2021 ("Circular").

Trading in the Company's ordinary shares on AIM will be restored from 07:30 a.m. on 3 March 2021.

Placing, Issue of Equity and Director's Dealing

Following the passing of the resolutions, the Company has raised GBP3.1 million before expenses ("Placing") via Peterhouse Capital Limited by way of a placing of 1,569,620,253 ordinary shares of GBP0.001 each ("Placing Shares") at a price of GBP0.001975 per share ("Placing Price"). In addition, the Company has allotted, conditional only on Admission, 28,354,430 new ordinary shares at the Placing Price in respect of contractual liabilities and costs. Accordingly, the Company allotted, conditional only on Admission, in aggregate, 1,597,974,683 new ordinary shares ("New Ordinary Shares") at the Placing Price.

The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares including the right to receive all dividends and other distributions declared on or after the date on which they are issued.

The Company has also granted, conditional only on Admission, 1,647,594,936 warrants, details of which are set out in the Circular.

Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the New Ordinary Shares, will commence on AIM at 8.00 a.m. on 3 March 2021.

Included in the conditional allotment of New Ordinary Share are 13,164,557 ordinary shares to Peter Jay, a director, in settlement of contractual liabilities. On Admission, Peter Jay will hold an interest of 36,664,557 ordinary shares representing 1.98 per cent of the enlarged issued share capital.

Change of Name

Following shareholders' approval at the General Meeting, the change in the Company's name to U.K. SPAC plc will become effective upon the issuance of a Certificate of Change of Name from the Registrar of Companies. Application will also be made for a change of TIDM once the Company is in receipt of the Certificate of Change of Name and a further notification will be made in due course.

Fundamental Disposal and AIM Rule 15 Cash Shell

The disposal of MBG and Connaught will constitute a fundamental change of business of the Company pursuant to Rule 15 of the AIM Rules. Accordingly, upon Completion, the Company will be designated as a Cash Shell pursuant to AIM Rule 15. As such, the Company must make an acquisition or acquisitions which constitute a reverse takeover under Rule 14 of the AIM Rules or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least GBP6 million) within six months failing which trading in the Company's ordinary shares on AIM will be suspended pursuant to Rule 40 of the AIM Rules. Admission to trading on AIM would be cancelled six months from the date of suspension, should the reason for the suspension not have been rectified. Proceeds from the Placing will be used to enable the board to search for appropriate acquisition opportunities and provide the Company with general working capital.

On Completion, Andy Collins will resign as Chief Executive Officer of the Company and Graham Read will resign as Executive Director the Company with immediate effect coinciding with the appointment of two new non-executive directors. Peter Jay, currently a non-executive director, will become an executive director.

As part of the terms of appointment for the directors, the Company intends to grant options to the directors upon or shortly after Completion and subsequent appointment of the new directors.

The Company expects Completion to occur on or around 3 March 2021 and a further announcement will be made in respect of Completion.

Total Voting Rights

Following Admission, the Company's issued share capital will comprise 1,852,219,137 ordinary shares with voting rights. The Company does not hold any ordinary shares in treasury. The figure of 1,852,219,137 o rdinary shares may therefore 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 a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018).

For further information, please contact:

 
 Mountfield Group Plc            01268 561 516 
 Peter Jay, Chairman 
 
 
 
 Cairn Financial Advisers 
  LLP                            020 7213 0880 
 Jo Turner / Sandy Jamieson 
 
 
 Peterhouse Capital Limited      020 7469 0930 
 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 persons discharging managerial responsibilities 
       / person closely associated 
 a)   Name                                   Peter Jay 
     --------------------------  -------------------------------------- 
 2    Reason for the notification 
     ------------------------------------------------------------------ 
 a)   Position/Status             Director 
     --------------------------  -------------------------------------- 
 b)   Initial notification/       Initial notification 
       Amendment 
     --------------------------  -------------------------------------- 
 3    Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
     ------------------------------------------------------------------ 
 a)   Name                        Mountfield Group Plc 
     --------------------------  -------------------------------------- 
 b)   LEI                         213800IM978BOB5QZA69 
     --------------------------  -------------------------------------- 
 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 
       financial 
       instrument, type of 
       instrument 
 
       Identification code         GB00B3CQW227 
     --------------------------  -------------------------------------- 
 b)   Nature of the transaction   Settlement of contractual liabilities 
     --------------------------  -------------------------------------- 
 c)   Price(s) and volume(s)        Price(s)       Volume(s) 
                                     GBP0.001975    13,164,557 
                                                   ----------- 
     --------------------------  -------------------------------------- 
 d)   Aggregated information 
 
        *    Aggregated volume 
                                    13,164,557 
 
                                    GBP0.001975 
        *    Price 
     --------------------------  -------------------------------------- 
 e)   Date of transaction         2 March 2021 
     --------------------------  -------------------------------------- 
 f)   Place of transaction        London Stock Exchange 
     --------------------------  -------------------------------------- 
 

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 [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

ROMUUVARAVUORAR

(END) Dow Jones Newswires

March 02, 2021 06:57 ET (11:57 GMT)