Partial Disposal of Investment in Gyrometric
This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) no. 596/2014 ("MAR")
21 August 2018
Braveheart Investment Group plc
("Braveheart" or the "Company")
Partial investment disposal and share exchange with Strat Aero plc
Braveheart Investment Group plc (AIM:BRH), the fund management and strategic investor group, is pleased to report that agreement has been reached to exchange part of its holding in GyroMetric Systems Limited ("GyroMetric") in return for the issue of ordinary shares in Strat Aero plc ("Strat Aero"). This agreement is subject to approval of all the GyroMetric shareholders and the pre-emption rights of minority shareholders, which could result in Braveheart receiving payment from minority shareholders in cash for up to 22 per cent. of the consideration receivable, thus reducing the consideration and number of shares receivable from Strat Aero.
Under the agreement, Strat Aero, which already has a holding of 33.7 per cent. of the fully diluted of GyroMetric, has agreed to acquire 228,000 shares in GyroMetric from Braveheart, for a consideration of £273,600 satisfied by the issue of 23,791,304 new shares in Strat Aero ("Strat Aero Consideration Shares"). As a result, Braveheart's holding in GyroMetric will reduce from a fully diluted 37.3 per cent. (fully diluted for "in the money" options) to a fully diluted 18.2 per cent. and Braveheart will hold an interest in Strat Aero of approximately 7 per cent. of the enlarged issued share capital of Strat Aero. As a result of the transaction Strat Aero's holding in GyroMetric could increase up to 52.8 per cent. of the fully diluted share capital of Gyrometric, dependent on the level of take-up of pre-emption rights by minority shareholders in GyroMetric.
Trevor Brown, the Chief Executive of Braveheart is a director of Strat Aero and together with the other directors of Strat Aero hold more than 30 per cent. of the shares in Strat Aero. Accordingly, Strat Aero is treated as a related party under the AIM Rules.
The independent Directors (which excludes Trevor Brown) ("the Independent Directors") believe that this transaction will provide greater liquidity over a part of its investment portfolio and enable GyroMetric to take advantage of synergies with Geocurve Limited ("Geocurve"), a wholly owned subsidiary of Strat Aero, and thereby improve GyroMetric's long term prospects and ultimately the value of Braveheart's remaining holding.
The Independent Directors consider, having consulted with Allenby Capital Limited, the Company's Nominated Adviser, that the terms of the sale of the holding in GyroMetric are fair and reasonable insofar as the shareholders of Braveheart are concerned.
This transaction is also subject to admission to trading on the AIM market of the Strat Aero Consideration Shares, which is expected to take place soon after the necessary approval from GyroMetric shareholders are obtained.
At 31 March 2018, the 228,000 shares in GyroMetric had a book value of £120,156. On ultimate sale, Braveheart has an obligation to share part of the profits arising on the sale of the GyroMetric and Strat Aero holdings with the prior owners of the GyroMetric shares, which it estimates to amount, at the above valuations, to approximately £100,000.
A further announcement will be made in due course.
Viv Hallam, Executive Director of Braveheart, said: "Braveheart will continue to be closely involved in the development of the Gyrometric business and retains an 18% holding. We believe that closer working with Geocurve will be highly beneficial to Gyrometric. This transaction, at a premium to GyroMetric's most recent investment round provides liquidity to our investment portfolio and enhances the prospects for GyroMetric, where we are pleased to continue to be closely involved through our holding."
For further information:
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Braveheart Investment Group plc
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Tel: 01738 587555 |
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Allenby Capital Limited (Nominated Adviser and Joint Broker)
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Tel: 020 3328 5656 |
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Peterhouse Capital Limited (Joint Broker)
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Tel: 020 7469 0936 |
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