Issue of shares to certain directors and TVR
29 October 2020
Braveheart Investment Group plc
("Braveheart" or the "Company")
Issue of shares to certain directors and change to Total Voting Rights
Braveheart Investment Group (AIM: BRH) announces the issue of a total of 689,656 new ordinary shares of 2 pence each in the Company ("Bonus Shares") to two directors in satisfaction of an aggregate bonus of £300,000 for the work carried out during 2020. The Bonus Shares are being issued at a price of 43.5 pence per share, the closing mid-market share price on 28 October 2020. The bonuses are being satisfied in shares in order to conserve the Company's cash so that such cash can be used to develop the Company's portfolio investments.
It has been the policy of the current Board to keep costs to a minimum, which has included the salaries of the directors, and only to reward the directors if there is significant increase in shareholder value. Furthermore, with the increased prospects of the Company's investments, in particular, but not solely related to, the anti-viral face mask project being developed by Pharm 2 Farm Limited and the COVID-19 test being developed by Paraytec Limited, the workload on the directors has increased significantly in the last year. The Board believes that it is now appropriate to award a share-based bonus to certain directors in recognition of their efforts during the year, which have been a major contributory factor in the significant increase in the share price over the last year.
Jonathan Freeman is the non-executive director of the Company and is not usually involved in roles for the Company that an executive director would normally be expected to carry out. However, the Company has experienced a materially increased workload during 2020 which has meant that he has taken on a variety of duties that would normally be associated with an executive director. It is anticipated that these executive duties will be passed back to the executive directors shortly.
The Bonus Shares being issued to certain of the Directors of the Company and their resulting interests in the Company's Ordinary Shares are set out below:
|
Director |
Role |
Number of Bonus Shares issued |
Resulting interest in Ordinary Shares |
Resulting Percentage of Issued Share capital |
|
Vivian Hallam |
Operations Director |
344,828 |
946,997 |
2.68 |
|
Jonathan Freeman |
Non-Executive Director |
344,828 |
344,828 |
0.97 |
Vivian Hallam and Jonathan Freeman have undertaken to the Board not to sell these shares for a period of at least one year from the time of issue except in certain circumstances such as in a takeover or death. Vivian Hallam and Jonathan Freeman have also agreed to bear all the employee associated taxes.
The issue of the Bonus Shares to the above persons is a related party transaction pursuant to rule 13 of the AIM Rules for Companies. Accordingly, Trevor Brown, being the only independent director, considers, having consulted with Allenby Capital Limited, that the terms of the Bonus Shares are fair and reasonable insofar as shareholders are concerned.
Application will be made for the Bonus Shares to be admitted to trading on AIM and it is expected that admission will take place on or around 4 November 2020 ("Admission"). The Bonus Shares will represent approximately 1.95% of then enlarged issued ordinary share capital of the Company and will rank pari passu in all respects with the Company's existing ordinary shares.
Total Voting Rights
Upon Admission, the issued share capital of the Company will consist of 35,388,203 ordinary shares of 2p each . The Company does not hold any shares in treasury. Therefore, the total number of voting rights in the Company from Admission will be 35,388,203. This figure may be used by shareholders as the denominator for the calculations by which they 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.
N otification 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 |
Vivian Hallam |
||||||
|
2 |
Reason for the notification |
|||||||
|
a) |
Position/status |
Executive Director |
||||||
|
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 transaction |
Issue of shares in lieu of bonus |
||||||
|
c)
|
Price(s) and volume(s)
|
|
||||||
|
d)
|
Aggregated information - Aggregated volume - Price - Principal amount |
Aggregated volume: 344,828 Volume weighted average price: 43.5p Principal amount: £150,000
|
||||||
|
e) |
Dates of the transaction |
28 October 2020 |
||||||
|
f) |
Place of transaction |
Outside trading venue |
||||||
N otification 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 |
Jonathan Freeman |
||||||
|
2 |
Reason for the notification |
|||||||
|
a) |
Position/status |
Non-Executive Director |
||||||
|
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 transaction |
Issue of shares in lieu of bonus |
||||||
|
c)
|
Price(s) and volume(s)
|
|
||||||
|
d)
|
Aggregated information - Aggregated volume - Price - Principal amount |
Aggregated volume: 344,828 Volume weighted average price: 43.5p Principal amount: £150,000
|
||||||
|
e) |
Dates of the transaction |
28 October 2020 |
||||||
|
f) |
Place of transaction |
Outside trading venue |
||||||
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