31 October 2023
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY MILTON CAPITAL PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Milton Capital Plc
("Milton" or the "Company")
Board Changes, On-Market Share Purchases
and PDMR Dealings
HIGHLIGHTS
· Approximately £455,000 of existing shares purchased at 1.25p per share price by a range of new investors.
o 78.5% premium to the mid-market price at 30 October 2023
o 25% premium to October 2022 IPO issue price
· New Directors appointed with exceptional track records in the international oil and gas sector.
BACKGROUND
Milton Capital Plc is pleased to announce that certain other investors (the "Buyers") have agreed, via Peterhouse Capital, to acquire 36,400,000 existing ordinary shares through on- market purchases, at 1.25 pence per share, from a group of existing shareholders (the "Share Sales"). The selling shareholders include Malcolm Burne, a director of the Company, who has agreed to sell 12,000,000 ordinary shares as part of the Share Sales. Two of the Buyers, Edward Dawson and Richard Mays, who will join the board as Executive Director and Non-Executive Director respectively of the Company, with immediate effect, have each agreed to buy 4,000,000 ordinary shares in the Share Sales.
Eran Zucker, Executive Director, of the Company has decided to resign from the board as a director with immediate effect. Eran is not participating in the Share Sales and retains 1,999,900 ordinary shares, representing approximately 2.0% of the issued share capital.
In addition to the shares purchased as part of the Share Sales, the Buyers will also receive from the selling shareholders the two for one Investor Warrants that were attached to each ordinary share issued at the time of the Company's October 2022 IPO, as further detailed in the Company's Prospectus dated 29 September 2022.
Edward Dawson, incoming Executive Director stated: "I would like to place on record my thanks to Eran as a founding director of the Company. We are delighted he will retain his current shareholding in Milton as we embark on a new direction. We are excited about the array of [oil and gas/energy] opportunities that are presenting themselves and believe that the board will be able to use its expertise and contacts to seek out value enhancing opportunities in the sector. We look forward to updating shareholders as progress gets made."
Following the Share Sales, the Directors interests in the Company's Ordinary Shares will be:
- Richard Mays: 4,000,000 (approximately 4.0%)
- Edward Dawson: 4,000,000 (approximately 4.0%)
- Malcolm Burne: 8,000,000 (approximately 8.0%)
Richard Paul Mays - Non-Executive Director (aged 62)
Richard Mays holds LLB, LLM, PhD degrees and is a Solicitor in Scotland. Formerly Professor and Depute Dean of the Aberdeen Business School he has extensive industry, commercial and legal experience for numerous Exploration and Production companies and oil and gas contractors. He is Vice President Business Development and General Counsel of Canadian Overseas Petroleum Limited. A role he has held since 2014. He has leadership experience in London Stock Exchange listed companies at DEO Petroleum plc (founding director), at Oilexco North Sea and Prospex Energy plc (founding director). He also served as Executive Chairman of Peppercoast Petroleum plc and Black Star Petroleum plc (founding director).
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 |
| | |
|
Sallork Limited
|
Prospex Energy plc
|
| Sallork Legal and Commercial Consulting Limited
| |
| Sallork (Property ) Limited
| |
| Spurmont Limited
| |
| | |
| (none of the above are publicly quoted) | |
Edward Rowland Dawson - Executive Director (aged 49)
Edward Dawson holds a BEng and an MSc (Investment analysis) degree. Edward has over 20 years' experience in the energy sector. He has managed, financed, and been a key investor in the sector. Positions held include: CEO of Propsex Energy (Founding Director), MD of Peppercoast Petroleum (Founding Director), and MD of Black Star Petroleum plc; analyst for RAB Capital's Energy Fund; Business Development and Finance Manager for Oilexco Incorporated; and a fund manager for Park Place Capital
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
|
| | |
| Cheshire Green Employment Park Ltd
| Prospex Energy Plc |
| Eddisbury Property Company
| PXOG County Ltd |
| Spagyric 3 Ltd
| PXOG Marshal Ltd |
| Spurmount Ltd
| PXOG Massey Ltd |
| | PXOG Muirhill Ltd |
There is no further information in respect of the appointment of Richard Mays and Edward Dawson which would require disclosure under Listing Rule 9.6.13 R (1) - (6).
Enquiries:
| |
| |
| Milton Capital plc Directors Edward Dawson
| | or
|
| Peterhouse Capital Limited Financial Adviser Brefo Gyasi / Guy Miller
| | +44 (0)20 7469 0930
|
| Corporate Broker Lucy Williams / Duncan Vasey
| | |
| 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 | Richard Mays |
| 2 | Reason for the notification | |
| a) | Position/status | Non-Executive Director of Milton Capital Plc |
| b) | Initial notification /Amendment |
Initial |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Milton Capital Plc |
| b) | LEI | 213800HP1JUEEDRXTV09 |
| 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: GB00BMWLC750 |
| b) | Nature of the transaction | Acquisition of existing Ordinary Shares |
| c) | Price(s) and volume(s) | 4,000,000 Ordinary Shares at 1.25 pence per share
|
| d) | Aggregated information - Aggregated volume - Price | |
| e) | Date of the transaction | 31 October 2023 |
| f) | Place of the transaction | Main Market |
| Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
| ||
| Details of the person discharging managerial responsibilities / person closely associated |
| |
| Name | Edward Dawson |
|
| Reason for the notification |
| |
| Position/status | Executive Director of Milton Capital Plc |
|
| Initial notification /Amendment |
Initial |
|
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
| |
| Name | Milton Capital Plc |
|
| LEI | 213800HP1JUEEDRXTV09 |
|
| 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 |
| |
| Description of the financial instrument, type of instrument Identification code | Ordinary Shares of £0.01 each
ISIN: GB00BMWLC750 |
|
| Nature of the transaction | Acquisition of existing Ordinary Shares |
|
| Price(s) and volume(s) | 4,000,000 Ordinary Shares at 1.25 pence per share
|
|
| Aggregated information - Aggregated volume - Price | |
|
| Date of the transaction | 31 October 2023 |
|
| Place of the transaction | Main Market |
|
| Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
| |
| Details of the person discharging managerial responsibilities / person closely associated | |
| Name | Malcolm Burne |
| Reason for the notification | |
| Position/status | Executive Director of Milton Capital Plc |
| Initial notification /Amendment |
Initial |
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| Name | Milton Capital Plc |
| LEI | 213800HP1JUEEDRXTV09 |
| 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 | |
| Description of the financial instrument, type of instrument Identification code | Ordinary Shares of £0.01 each
ISIN: GB00BMWLC750 |
| Nature of the transaction | Disposal of Ordinary Shares |
| Price(s) and volume(s) | 12,000,000 Ordinary Shares at 1.25 pence per share
|
| Aggregated information - Aggregated volume - Price | |
| Date of the transaction | 31 October 2023 |
| Place of the transaction | Main Market |
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