The following amendment has been made to the Acquisition of interest in Aukett Swanke Group plc announcement released at 16.10 on 3 August 2022 under RNS No. 8283U.
A further paragraph has been added to reflect the fact that Trevor Brown has entered into lock-in arrangements in respect of the Consideration Shares.
All other details remain unchanged. The full corrected announcement is set out below.
3 August 2022
Braveheart Investment Group plc
("Braveheart" or "the Group")
Acquisition of 7.89 per cent. interest in Aukett Swanke Group plc,
Issue of Consideration Shares, Director/PDMR Shareholding and Total Voting Rights
Braveheart Investment Group (AIM: BRH), is pleased to announce that it has purchased a total of 13,040,572 ordinary shares of one pence each in Aukett Swanke Group plc ("ASG")( the "Existing ASG Shares") from Trevor Brown , a Director of Braveheart and a person discharging managerial responsibilities ("PDMR") of the Group, at a price of 1.68 pence per share, being the closing mid-market price on 2 August 2022, for a total consideration of £219,082. The consideration will be satisfied by the issue of a total of 1,991,651 new ordinary shares of 2 pence each in Braveheart (the "Consideration Shares"), with the issue price of the Consideration Shares being 11 pence each, the closing mid-market price of a Consideration Share on 2 August 2022. Upon completion of the transaction, Braveheart will own 7.89 per cent. of the issued share capital of ASG and Trevor Brown will no longer have a holding of ordinary shares in ASG.
Trevor Brown has undertaken to the Company that he will not dispose of any of the Consideration Shares for a period of one year after entering into the above agreement..
ASG is an operating company whose ordinary shares are admitted to trading on AIM (AIM: AUK). In the year ended 30 September 2021, ASG incurred a loss before taxation of £1,531,000 and as at 31 March 2022 had unaudited net assets of £2,631,000.
ASG is a professional services group that principally provides architectural and interior design services in the primary international market sectors of offices, residential, education, industrial, hospitality and mixed use or 'hybrid' developments. It has two principal UK subsidiaries, Aukett Swanke Limited and Veretec Limited as well as a network of offices in Abu Dhabi, Al Ain, Berlin, Dubai, Frankfurt, Istanbul, London, Moscow and Prague.
The Board continues to seek investment opportunities, both within its existing portfolio and from outside. It considers ASG to be a company with medium term growth potential and an investment that fits well in its portfolio of advanced technology businesses.
Application will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on AIM ("Admission"). It is anticipated that Admission will occur, and dealings will commence in the Consideration Shares at 8.00 a.m. on, or around, 10 August 2022.
Director's holding
Upon Admission, Trevor Brown will hold a total beneficial interest in 7,063,571 ordinary shares of 2 pence each in Braveheart, equivalent to approximately 12.69 per cent. of Braveheart's enlarged issued share capital.
Related Party Transaction
The seller of the Existing ASG Shares is Trevor Brown, who is the CEO and a Director of Braveheart and, therefore, the transaction is treated as a related party transaction under the AIM rules. The independent directors, being Qu Li, Susan Hagan and Vivian Hallam, consider, having consulted with Allenby Capital Limited, the Company's Nominated Adviser, that the terms of the purchase of the Existing ASG Shares and the issue of the Consideration Shares are fair and reasonable insofar as the shareholders of Braveheart are concerned.
Total voting rights
Following Admission, the Company will have 55,666,082 ordinary shares of 2 pence each in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of ordinary shares and voting rights will be 55,666,082. This figure may be used by shareholders from Admission 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.
The notifications below, which have been made in accordance with the requirements of the UK Market Abuse Regulation, provide further detail.
| For further information: | ||||||||||||||||||
|
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
| Trevor Brown
| |
| 2
| Reason for the notification
| ||
| a)
| Position/status
| Chief Executive Officer
| |
| b)
| Initial notification /Amendment
| Initial Notification | |
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||
| a)
| Name
| Braveheart Investment Group plc | |
| b)
| LEI
| 2138006HQ3COMU626I61 | |
| 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 2 pence each in Braveheart Investment Group plc
GB00B13XV322 | |
| b)
| Nature of the transactions
| issue of new Ordinary Shares | |
| c)
| Price(s) and volume(s)
| Price(s)
11p
| Volume(s)
1,991,651 |
| d)
| Aggregated information - Aggregated volume - Price - Principal amount
|
1,991,651 11p £219,082 | |
| e)
| Dates of the transaction
| 3 August 2022 | |
| | | | |
| f) | Place of transaction | Off-market
| |
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