January 22nd 2024
More Acquisitions Plc
("More Acquisitions" or the "Company")
Placing at 1p per share
Board Changes
The Directors of More Acquisitions Plc (LSE: TMOR) are delighted to announce a placing as well as board changes designed to facilitate the Company's next phase of growth.
Highlights
· Appointment of two highly experienced company directors to the TMOR board. Neil Sinclair will move to Executive Chairman and Stanley Davis as non-executive director.
· Fundraising of £312,240 through the issue of 31,224,000 new ordinary shares of £0.01 each at a price of 1p per share ("Placing Shares") with 2 free attaching warrants for every 1 Placing Share issued exercisable at 1.5p (exercisable at any time during the 60-month period from 4 March 2022). These options are on identical terms to those granted to investors at the time of the Company's IPO.
· Current director Charles Goodfellow will remain on the board with Roderick McIllree retiring effective immediately.
Rod McIllree, Executive Director of More Acquisitions plc, said:
"Today marks a significant point in the evolution of More Acquisitions. The appointment of Neil and Stanley to the Board of the Company marks an exciting step towards the execution of a reverse take-over which is expected to be value enhancing for all stakeholders. They begin their tenure on a positive note by investing in the Company at a significant premium to the market thereby confirming their faith in their stated objective of value creation. I am very confident I leave the company in good hands and look forward to continuing as a shareholder as it now moves through these next value enhancing steps."
Board Restructuring
The Company is pleased to announce the appointment of Neil Sinclair as the Company's new Executive Chairman, and Stanley Davis as a Non-executive Director to the Board.
Neil Sinclair - Executive Chairman
Neil Sinclair has over 60 years' experience in the real estate sector. He was a co-founder of Sinclair Goldsmith, Chartered Surveyors, which was admitted to the Official List in 1987. It subsequently merged with Conrad Ritblat in 1993, when he became Executive Deputy Chairman. Neil was appointed Chairman of Baker Lorenz, surveyors in 1999, which was sold to Hercules Property Services plc in 2001. He was appointed a non-executive director of Tops Estates plc in 2003 and remained so until it was sold to Land Securities plc in 2005. He co-founded Palace Capital plc with Stanley Davis in July 2010 and helped build a £280m property portfolio. He served as Chief Executive Officer until June 2022.
In respect of paragraphs 9.6.13(1) to 9.6.13(6) of the Financial Conduct Authority's Listing Rules, the below details all directorships held by the director in any other publicly quoted company at any time in the previous five years:
| Current directorships | Previous directorships |
| Fortune Green Capital Group Ltd | Palace Capital plc |
| Pristine Capital Ltd | HQ Waverley Residential Limited |
| Sinclair Goldsmith & Co Ltd | HQ Victoria Residential Limited |
| London Active Management Limited | HQ Kings Residential Limited |
| (none of the above are publicly quoted) | HQ Hudson Quarter Estate Limited |
| | Clubcourt Limited |
| | One Derby Square Limited |
| | Palace Capital (Properties) Limited |
| | Palace Capital (Signal) Ltd |
| | Palace Capital (Halifax) Limited |
| | Palace Capital (Newcastle) Limited |
| | Palace Capital (Manchester) Limited |
| | Palace Capital (Developments) Limited |
| | Palace Capital (Dartford) Limited |
| | Palace Capital (York) Limited |
| | Palace Capital (Northampton) Limited |
| | Palace Capital (Leeds) Limited |
| | Property Investment Holdings Limited |
| | Meadowcourt Management (Meadowhall) Limited |
| | Roma Capital Group Ltd |
| | Variety, The Children's Charity |
| | Variety Events Limited |
| | HBP Services Limited |
Stanley Davis - Non-Executive Director
Stanley Davis is a successful entrepreneur who has been involved in the City of London since 1977. He founded a company registration agent, Stanley Davis Company Services Limited, which he sold in 1988. In 1990 he became Chief Executive of a small share registration company which became known as IRG plc. It acquired several businesses including Barclays Bank Registrars and was sold in April 2000 for a substantial sum to the Capita Group plc. He was Chairman of Stanley Davis Group Limited specialising in company formations, property & company searches. It was sold in June 2020 to Dye & Durham listed on the Toronto Stock Exchange. He co-founded Palace Capital plc with Neil Sinclair in July 2010 and helped build a £280m property portfolio. He served as Chairman until December 2021.
| Current directorships | Previous directorships |
| Witfit Ltd | Palace Capital plc |
| Mill Hill Place Limited | University Jewish Chaplaincy |
| International Business Development Consultants Limited | Palace Capital (Halifax) Limited |
| Strategic Global Investments Limited | Palace Capital (Leeds) Limited |
| Unitguide Limited | Palace Capital (Manchester) Limited |
| (none of the above are publicly quoted) | Palace Capital (Signal) Ltd |
| | One Derby Square Limited |
| | Property Investment Holdings Limited |
| | Palace Capital (Properties) Limited |
| | Palace Capital (Northampton) Limited |
| | Palace Capital (Dartford) Limited |
| | Palace Capital (Newcastle) Limited |
| | Palace Capital (Developments) Limited |
| | R.T Warren (Investments) Limited |
| | Meadowcourt Management (Meadowhall) Limited |
| | Stanley Davis Group Limited |
| | Buckingham Gate (SW1) LLP 102 Jermyn Street LLP |
There is no further information in respect of the appointment of Neil Sinclair and Stanley Davis which would require disclosure under Listing Rule 9.6.13 R (1) - (6).
Rod McIllree, Executive Director of the Company has retired from the Board to pursue other business interests. The Board would like to thank Rod for his stewardship of the Company to date and wish him the best in his future endeavours.
The Board of the Company will now comprise Charles Goodfellow as non-executive director, Neil Sinclair as executive chairperson, and Stanley Davis as non-executive director.
Placing Details
This fundraise involves an investment by Neil Sinclair (aged 80) and Stanley Davis (aged 85), both incoming directors of More Acquisitions, for 10,408,000 new ordinary shares each in the Company (the "Director Shares"), at a placing price of 1p each.
The Proceeds of the Placing, less expenses, will be utilised for general working capital requirements and to ensure the Company retains sufficient funds to meet the anticipated costs involved in any future acquisition. The Company has issued 4,500,000 new Ordinary shares at the Placing Price to the Company's Broker to cover commissions and fees associated with advisory services ("Fee Shares").
Completion of the Placing is conditional on, inter alia:- the Placing Shares and the Fee Shares being admitted to listing on the Official List (standard listing segment) and to trading on the London Stock Exchange's main market for listed securities on or around 26 January 2024.
Applications will be made to the FCA and to the London Stock Exchange for Admission in respect of the Placing Shares and Fee Shares proposed to be issued on completion of the Placing. It is expected that Admission will become effective, and that dealings in the Placing Shares and Fee Shares are expected to commence, at 8.00 a.m. on 26 January 2024.
The rights attached to the Placing Shares and Fee Shares will be uniform in all respects and all of the new Placing Shares will rank pari passu and form a single class for all purposes with the existing issued shares of £0.01 par value in the Company.
Warrants
As part of the placing, the Company has issued 62,448,000 warrants to placees, being 2 warrants for every 1 Placing Share issued, exercisable at 1.5p either in whole or in part for a period of 5 years from issuance. The warrants have an accelerator clause which applies if the Company announces and signs a sale and purchase agreement within 60 months of Admission. The Company will serve notice on the warrant holders to exercise their warrants in this event. When the Company serves notice, any warrants remaining unexercised after 7 calendar days following the notification of the notice will be cancelled.
Director Dealings
Following the placing and, the Directors' holdings of Ordinary Shares are as follows:
| Name | Previous Holding | Placing
| Total Holding | Percentage Holding |
| Neil Sinclair | 100,000 | 10,408,000 | 10,508,000 | 6.54% |
| Charles Goodfellow | 1,454,545 | - | 1,454,545 | 0.90% |
| Stanley Davis | - | 10,408,000 | 10,408,000 | 6.48% |
Total Voting Rights
Following Admission, the Company will have 160,724,100 ordinary shares of £0.01 par value on issue, each with one vote per share (and none of which are held in treasury). The total number of voting rights in the Company is therefore 160,724,100. This figure of 160,724,100 may be used by shareholders in the Company as the denominator for calculations to determine if they have a notifiable interest in the share capital of the Company under the Disclosure Guidance and Transparency Rules, or if such interest has changed.
For further information, please visit http://www.moreacquisitions.co.uk/ or contact the following:
More Acquisitions plc
Rod McIllree/ Charles Goodfellow
Peterhouse Capital Limited +44 (0)20 7469 0930
Financial Adviser
Narisha Ragoonanthun/ Guy Miller/ Brefo Gyasi
Broker
Lucy Williams/ Duncan Vasey
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, or vote in any manner, any securities pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction. The following information relating to the transaction by Directors have been filed with the Financial Conduct Authority in accordance with Article 19(1) of UK MAR.
| 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 | Ronald Neil Sinclair |
| 2 | Reason for the notification | |
| a) | Position/status | Executive Chairman of More Acquisitions Plc |
| b) | Initial notification /Amendment |
Initial |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | More Acquisitions Plc |
| b) | LEI | 213800UCZMSGWTYROR59 |
| 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 £0.01 each
ISIN: GB00BMWKKM32 |
| b) | Nature of the transaction | Acquisition of new Ordinary Shares |
| c) | Price(s) and volume(s) | 10,408,000 Ordinary Shares at 1pence per share
|
| d) | Aggregated information - Aggregated volume - Price | |
| e) | Date of the transaction | 19 January 2024 |
| f) | Place of the transaction | Main Market |
| 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 | Stanley Harold Davis |
| 2 | Reason for the notification | |
| a) | Position/status | Non-Executive Director of More Acquisitions Plc |
| b) | Initial notification /Amendment |
Initial |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | More Acquisitions Plc |
| b) | LEI | 213800UCZMSGWTYROR59 |
| 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 £0.01 each
ISIN: GB00BMWKKM32 |
| b) | Nature of the transaction | Acquisition of new Ordinary Shares |
| c) | Price(s) and volume(s) | 10,408,000 Ordinary Shares at 1pence per share
|
| d) | Aggregated information - Aggregated volume - Price | |
| e) | Date of the transaction | 19 January 2024 |
| f) | Place of the transaction | Main Market |
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