3 February 2022
Barkby Group PLC
("Barkby", the "Group" or the "Company")
Issue of Equity and Total Voting Rights
Barkby Group PLC (AIM:BARK), the diversified business group, announces that it has today issued and allotted, in aggregate 6,312,856 new ordinary shares of £0.00860675675675676 each in the capital of the Company ("Ordinary Shares"), as follows:
· 882,354 Ordinary Shares to the shareholders of Tarncourt Ambit Limited in relation to deferred consideration as previously disclosed in the Company's AIM Admission Document dated 19 December 2019;
· 1,212,856 Ordinary Shares to Paul James Harding and Rachel Michala Harding, the founders and former shareholders of Centurian Automotive Limited ("Centurian"), in relation to deferred consideration payable in respect of the Company's acquisition of Centurian, pursuant to the announcement by Barkby dated 14 February 2019;
· 833,334 Ordinary Shares to Douglas Benzie, Chief Financial Officer of the Company, in relation the completion of two years of service (the "Equity Grant"). On Admission, Mr. Benzie's beneficial interest in the Company is 833,334 Ordinary Shares representing approximately 0.58% per cent of the Company's enlarged voting rights;
· 1,617,647 Ordinary Shares to certain advisers in lieu of certain advisory fees and other liabilities due; and
· 1,766,665 Ordinary Shares to Tarncourt Investments LLP to settle interest and fees due on the debt facility provided by Tarncourt Investments LLP, pursuant to the debt settlement agreement, dated 3 February 2022 (the "Debt Settlement Agreement").
Application has been made to the London Stock Exchange for the 6,312,856 new Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective and trading will commence at 8.00 a.m. on 4 February 2022. The new Ordinary Shares will rank pari passu with the existing shares of the Company.
Related Party Transactions
· The Equity Grant to Douglas Benzie is a related party transaction under Rule 13 of the AIM Rules for Companies. The independent Barkby directors, being the Barkby directors other than Mr Benzie consider, having consulted with the Company's nominated adviser finnCap Ltd, that the terms of the Equity Grant are fair and reasonable insofar as the Company's shareholders are concerned.
· The Company is entering into the Debt Settlement Agreement with Tarncourt Investments LLP, a company ultimately controlled by Charles Dickson, Executive Chairman of the Company. Accordingly, entering into the Debt Settlement Agreement constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The independent Barkby directors, being the Barkby directors other than Mr Dickson consider, having consulted with the Company's nominated adviser finnCap Ltd, that the terms of the Debt Settlement Agreement are fair and reasonable insofar as the Company's shareholders are concerned.
Total Voting Rights
Following Admission the Company's issued share capital consists of 143,261,138 Ordinary Shares, each with voting rights. The Company does not hold any shares in treasury, therefore the total number of voting rights in the Company is 143,261,138. Accordingly, the figure of 143,261,138 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 FCA's Disclosure Guidance and Transparency Rules.
Enquiries:
| Barkby Group PLC | |
| Charles Dickson, Executive Chairman Douglas Benzie, Chief Financial Officer | |
| | |
| finnCap Ltd (Nomad and Broker) | +44 (0) 20 7220 0500 |
| Carl Holmes/Simon Hicks (corporate finance) Tim Redfern/Richard Chambers (ECM)
| |
| Camarco (Financial PR) | +44 (0) 20 3757 4994 |
| Jennifer Renwick/Jake Thomas
| |
Notes to editors
Barkby Group PLC is a diversified group of high growth, high quality businesses run by an entrepreneurial and experienced management team. The existing wholly owned businesses units within Barkby include; Barkby Real Estate, Barkby Pub Co. and Barkby Investments (Compromising of Workshop Coffee, Centurian Automotive, Cambridge Sleep Sciences and a minority stake in Verso Biosense).
Barkby's strategy is to accelerate and maximise opportunities within its existing businesses.
The Notification of Dealing Forms set out below is provided in accordance with the requirements of the EU Market Abuse Regulation.
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Douglas Alexander Benzie | ||||
| 2. | Reason for the notification | |||||
| a) | Position/status: | Chief Financial Officer | ||||
| b) | Initial notification/Amendment: | Initial Notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Barkby Group plc | ||||
| b) | LEI: | 213800X57YXZVILB9E84 | ||||
| 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 financial instrument, type of instrument: Identification code: | Ordinary Shares of £0.00860675675675676 GB00BL6TZZ70 | ||||
| b) | Nature of the transaction: | Issue of Ordinary Shares | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: · Aggregated volume: · Price: | Single transaction as in 4 (c) above | ||||
| e) | Date of the transaction: | 3 February 2022 | ||||
| f) | Place of the transaction: | Off market transaction | ||||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
| a) | Name: | Tarncourt Investments LLP | ||||
| 2. | Reason for the notification | |||||
| a) | Position/status: | PCA of Charles Dickson, Executive Chairman | ||||
| b) | Initial notification/Amendment: | Initial Notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name: | Barkby Group plc | ||||
| b) | LEI: | 213800X57YXZVILB9E84 | ||||
| 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 financial instrument, type of instrument: Identification code: | Ordinary Shares of £0.00860675675675676 GB00BL6TZZ70 | ||||
| b) | Nature of the transaction: | Issue of Ordinary Shares | ||||
| c) | Price(s) and volume(s): |
| ||||
| d) | Aggregated information: · Aggregated volume: · Price: | Single transaction as in 4 (c) above | ||||
| e) | Date of the transaction: | 3 February 2022 | ||||
| f) | Place of the transaction: | Off market transaction | ||||
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