Photonstar LED Group PLC Replacement - Placing, adviser & board changes (6073O)

TIDMPSL

RNS Number : 6073O

Photonstar LED Group PLC

31 January 2019

The following announcement replaces the announcement released on 30 January 2019 at 09:48 under RNS number 5395O. Pursuant to Schedule 2(g) of the AIM Rules, the following current directorship for John Michael Treacy was omitted, U.S. Città di Palermo S.p.A. The corrected announcement is set out below and all other details remain unchanged.

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"). With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Photonstar LED Group PLC

("Photonstar" or the "Company")

Issue of equity, changes to the board, change of nominated adviser,

intention for an orderly wind-down of the operating business

and

Total Voting Rights

Photonstar LED Group plc (AIM: PSL.L) announces the following updates.

Issue of equity

The Company is pleased to announce that it has raised GBP175,000 (before expenses) via the placing of 1,750,000,000 new ordinary shares of 0.01p each ("Ordinary Shares") with new and existing shareholders (the "Placing Shares") at a price of 0.01p per Placing Share (the "Placing").

The net proceeds of the Placing will provide the Company with additional working capital and will also enable the Company's board to evaluate new business opportunities. The Placing will also further strengthen the Company's balance sheet.

Application will be made for the Placing Shares, which will rank pari passu with the Company's existing Ordinary Shares, to be admitted to trading on AIM ("Admission"). The Placing is conditional on Admission and it is anticipated that Admission will become effective at 8.00 a.m. on 6 February 2019.

Changes to the board

Photonstar is pleased to announce the appointment of John Treacy as non-executive director with immediate effect.

Mr Treacy is a London-based experienced small cap financier who specialises in working with growing companies. He qualified as a solicitor in the London office of a major international law firm where he specialised in Capital Markets and Mergers & Acquisitions. From there he moved to practice corporate finance in the advisory teams of several prominent UK brokerages where he acted as an adviser to a number of AIM companies and advised on numerous IPOs, acquisitions, debt restructurings and placings.

The Company also announces that James McKenzie, Photonstar's current chief executive officer, has resigned with immediate effect. The board of directors ("the Board"), thanks James for his hard work and commitment throughout his time at Photonstar.

Change of nominated adviser

The Company is pleased to announce that Allenby Capital Limited has been appointed as the Company's new nominated adviser with immediate effect. Peterhouse Capital Limited will become the Company's sole broker, also with immediate effect.

Intention for an orderly wind-down of the operating business

The Company currently has one trading subsidiary, PhotonStar Technology Ltd ("PhotonStar Technology"). The Board has reviewed PhotonStar Technology's current trading and believe it is appropriate for this subsidiary to cease trading and for the business to be wound down. Consequently, pursuant to Rule 15 of the AIM Rules for Companies, the Company will seek, subject to shareholder approval, to become an AIM Rule 15 cash shell.

The Board intend to convene a general meeting of the Company (the "GM") in the near future to seek shareholder approval for the Company to become an AIM Cash Shell and will be publishing a circular with respect to the GM in due course. The Board will set out in this circular its intended plan once the Company becomes an AIM Cash Shell.

Total Voting Rights

Following Admission, the Company's enlarged issued share capital will comprise 3,632,221,134 Ordinary Shares. The Company does not hold any shares in treasury. Therefore, the total number of Ordinary Shares with voting rights will be 3,632,221,134. This figure may 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.

For further information:

PhotonStar LED Group Plc (www.photonstarled.com) [phone]

Martin Lampshire, non-executive Director

Allenby Capital Limited (nominated adviser) [phone]

John Depasquale / Nick Naylor

Peterhouse Capital Limited (sole broker) [phone]

Lucy Williams / Duncan Vasey

END

Regulatory disclosures

In accordance with Schedule 2(g) of the AIM Rules, John Michael Treacy (aged 37) holds, or has held in the past 5 years, the following directorships and partnerships:

 
 Current                            Past five years 
 Eight Capital Partners Plc         China Sports Developments Ltd 
 Epsion Capital Ltd                 Central Rand Gold Plc 
 Polemos Plc                        Pineapple Power Corporation 
                                     plc 
 Ananda Developments Plc            South African Property Opportunities 
                                     Plc 
 YTC Consultancy Services Ltd 
 Prefcap Limited 
 Sport Capital Group Plc 
 Sports Capital Group Investments 
  Limited 
 Sport Capital Group Holdings 
  Limited 
 Palermo Football Club SPA 
 Imaginatik Plc 
 U.S. Città di Palermo S.p.A 
 

Save for the disclosures above, there are no further disclosures to be made in accordance with Rule 17 and Schedule 2(g) of the AIM Rules in respect of John Michael Treacy.

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.

END

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January 31, 2019 02:00 ET (07:00 GMT)