4 April 2024
Aukett Swanke Group Plc
("Aukett Swanke", the "Company", or, together with its subsidiaries, the "Group")
Further re Subscription
Director/PDMR Notifications
Aukett Swanke (AIM: AUK), the group providing Smart Buildings, Architectural and Design Services, is pleased to announce that, further to its announcement on 21 March 2024, certain members of the Board and management have subscribed for, in aggregate, 15,000,000 Subscription Shares on the same terms (including Subscription Price and Warrant entitlement) as the Subscription announced on 21 March 2024, providing gross proceeds of a total of £150,000 (the "Additional Subscription"). Participation by such members of the Board and management in the Additional Subscription is as set out in the table below:
| Name | Role | Number of ordinary shares subscribed for in the Additional Subscription | No. of ordinary shares held post-Admission | % of enlarged share capital | Number of Warrants* |
| Nick Clark | Director | 2,000,000 | 42,531,539 | 12.67% | 2,000,000 |
| Tony Barkwith | Director | 5,000,000 | 5,000,000 | 1.49% | 5,000,000 |
| Freddie Jenner | Director | 2,500,000 | 8,564,817 | 2.55% | 2,500,000 |
| Robert Fry | Director | 2,000,000 | 4,150,000 | 1.24% | 2,000,000 |
| Jason Brameld | PDMR (non-Board) | 2,500,000 | 3,285,110 | 0.98% | 2,500,000 |
| Jamie Finnan | Subsidiary director (non PDMR) | 1,000,000 | 3,492,000 | 1.04% | 1,000,000 |
* Warrants to be issued subject to approval of authority at AGM on 26 April 2024.
Related Party Transaction
Nick Clark, Tony Barkwith, Freddie Jenner and Robert Fry (as Directors of the Company), and Jason Brameld and Jamie Finnan (as directors of one or more wholly-owned subsidiaries of the Company) are classified as related parties under the AIM Rules for Companies and their participation in the Additional Subscription constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.
Accordingly, Clive Carver and Tandeep Minhas, being the independent Directors for the purpose of the related party transaction, having consulted with the Company's nominated adviser, Strand Hanson, consider that the terms of the above-named individuals' participation in the Additional Subscription are fair and reasonable insofar as shareholders in the Company are concerned.
Admission to trading on AIM and Total Voting Rights
Application will be made to the London Stock Exchange for admission ("Admission") of the new shares to be issued pursuant to the Additional Subscription to trading on AIM. It is expected that admission of the Additional Subscription shares will occur on or around 11 April 2024.
On Admission, the Company's issued ordinary share capital will consist of 335,655,938 ordinary shares of one penny each ("Ordinary Shares"), with one vote per share. The Company does not hold any Ordinary Shares in treasury. Therefore, on Admission, the total number of Ordinary Shares and voting rights in the Company will be 335,655,938. With effect from Admission, 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 to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Concert Party interest
Following the issue of the Additional Subscription shares and Admission, the total holding of the Concert Party (as detailed in the Company's announcement on 2 March 2023) shall comprise 96,159,484 Ordinary Shares, representing 28.65% of the Company's enlarged issued Ordinary Shares. Nick Clark, Freddie Jenner (each a Director) and Jason Brameld (a PDMR) are members of the Concert Party.
Capitalised terms in this announcement shall have the same meaning as in the Company's announcement on 21 March 2024, unless otherwise specified.
Contacts
Aukett Swanke Group Plc +44 (0) 20 7843 3000
Clive Carver, Chairman
Nick Clark, Chief Executive
Strand Hanson Limited, Financial and Nominated Adviser +44 (0) 20 7409 3494
Richard Johnson, James Bellman
Zeus Capital Limited, Broker +44 (0) 20 3829 5000
Simon Johnson, Louisa Waddell
Investor/Media + 44 (0) 7979 604 687
Chris Steele
About Aukett Swanke Group plc
Aukett Swanke Group has a strong foundation in architectural services and is on a transformative journey to become a London-listed provider of Smart Buildings and related services. ASG are uniquely positioned to ensure the technical systems that run modern premises are designed as an integral part of the structure, from the outset.
For more information go to https://www.aukettswankeplc.com
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them:
| a) | Name | 1. Nick Clark 2. Tony Barkwith 3. Freddie Jenner 4. Robert Fry 5. Jason Brameld | |||
| 2 | Reason for the notification | ||||
a) | Position/status | 1. Director 2. Director 3. Director 4. Director 5. PDMR | |||
| b) | Initial notification /Amendment | Initial notification | |||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
| a) | Name | Aukett Swanke Group plc | |||
| b) | LEI | 213800WWNHLPUBSUK220 | |||
| 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 1p (ISIN: GB0000617950) | |||
| b) | Nature of the transaction | Subscription for new ordinary shares | |||
| c)
| Price(s) and volume(s) |
|
|
|
|
|
|
| Price(s) | Volume(s) |
| |
|
|
| 1. 1p 2. 1p 3. 1p 4. 1p 5. 1p | 1. 2,000,000 2. 5,000,000 3. 2,500,000 4. 2,000,000 5. 2,500,000 |
| |
|
|
|
|
|
| |
| d) | Aggregated information | N/A - single transactions | |||
| e) | Date of the transaction | 3 April 2024 | |||
| f) | Place of the transaction | Off Exchange | |||
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.