TIDMPATH
RNS Number : 7025E
Path Investments plc
14 March 2022
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INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF
ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO
SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct Authority
("FCA") and is not a prospectus. This announcement does not
constitute or form part of, and should not be construed as, an
offer for sale or subscription of, or solicitation of any offer to
subscribe for or to acquire, any ordinary shares in Path
Investments plc in any jurisdiction, including in or into the
United States, Canada, Australia, the Republic of South Africa or
Japan. Investors should not subscribe for or purchase any ordinary
shares referred to in this announcement except on the basis of
information in the prospectus (the "Prospectus") in its final form,
published by Path Investments plc in connection with the proposed
acquisition of DG Innovate Ltd and the admission of its enlarged
ordinary share capital to the Standard Listing segment of London
Stock Exchange plc's Main Market for listed securities.
14 March 2022
Path Investments plc
("Path" or the "Company")
Further re the Acquisition of DG Innovate
Publication of Prospectus
GBP4.6 million Fundraise
Proposed Waiver of Rule 9 of the Takeover Code
Proposed Change of Name to DG Innovate plc
Proposed Issue of Warrants
and
Notice of General Meeting
Path Investments plc (TIDM: PATH) , is pleased to announce the
publication of a prospectus (the "Prospectus") in relation to the
Company's proposed acquisition of DG Innovate Ltd ("DG Innovate")
which contains a notice of General Meeting. This follows the
Company's announcements on 13 August 2021, 31 December 2021 and 1
February 2022 that it had entered into a conditional sale and
purchase agreement ("SPA") to acquire the entire issued share
capital of DG Innovate (the "Acquisition").
Highlights
-- As previously announced the Company has conditionally agreed
to acquire DG Innovate. The initial consideration of GBP32.4
million is to be satisfied by the issue to the DG Innovate
Shareholders of 5,397,451,305 Path Ordinary Shares ("Initial
Consideration Shares") at a deemed issue price of 0.6 pence per
Ordinary Share . Further conditional deferred consideration of up
to GBP5.4 million, to be satisfied by the issue of up to
895,610,844 Path Shares ("Deferred Consideration Shares") on the
first anniversary of completion, will become payable should DG
Innovate sign one or more supply agreements for the provision of
their motor technology with certain defined customers prior to this
date with a combined potential value of GBP5 million or more.
-- The Acquisition is conditional, inter alia, on shareholder
approval of the proposals and upon the Company's Ordinary Shares
being re- admitted to the Standard Listing segment of the Official
List and trading on the Main Market of the London Stock Exchange
("Admission" ). A general meeting to obtain Path shareholder
approval is to be held at 2:00 p.m. on 1 April 2022 (the "General
Meeting").
-- DG Innovate is an advanced research and development company
pioneering sustainable and environmentally considerate improvements
to electric mobility and storage, using abundant materials and the
best engineering and scientific practices. DG Innovate is currently
developing its products alongside a number of major manufacturers
across the transportation and energy sectors, research institutions
and the UK Government, and has filed 18 patents worldwide. DG
Innovate's current research and development activities are broadly
split into two areas, focusing on novel electric motor technologies
and energy storage solutions. Its two main products are:
o Enhanced Drive Technology (EDT) - High efficiency,
lightweight, cost-effective electric motors and electronics;
and
o Enhanced Battery Technology (EBT) - Sodium-ion batteries
offering a sustainable energy storage solution at similar/greater
energy density to incumbent technologies at a lower cost, increased
safety with lower environmental footprint.
-- The Company has conditionally raised GBP2,550,000 through the
issue of 510,000,000 Subscription Shares at 0.5p per Ordinary
Share. Further, the Company has received irrevocable exercise
notices, conditional on Admission, in respect of 830,800,000
Warrants (0.25p) raising an additional GBP2,077,000.
-- It is proposed that the Company's name be changed to DG Innovate plc.
-- The proposed appointment of Martin Boughtwood as CTO and
Patrick Symonds, Sir Stephen Dalton, Andrew Boughtwood and Trevor
Gabriel as non-executive directors of the Company and the proposed
retirement of Brent Fitzpatrick.
-- If the proposals are approved at the General Meeting, it is
expected that Admission and dealings in the Company's Ordinary
Shares will commence on the London Stock Exchange on or around 8.00
a.m. on 8 April 2022.
Commenting, Christopher Theis, CEO of Path, said:
"We are delighted to have completed the required prospectus in
relation to our proposed acquisition of DG Innovate and to now be
seeking formal shareholder approval for the Acquisition. We believe
that the acquisition of DG Innovate presents a compelling value
opportunity for the Company with DG Innovate having a strong
technology and IP portfolio, targeted at current market
technology's shortcomings, coupled with significant commercial
relationships, high calibre technical staff and near-term
commercialisation opportunities.
"We have assembled a strong board to guide the new DG Innovate
plc and we look forward to shareholders having the opportunity to
formally approve the proposals at the General Meeting later this
month. I would also like to take this opportunity to thank Brent
Fitzpatrick, who is proposing to step down as Chairman at
Admission, for his wise counsel, support and dedication over a long
period as we sought to conclude an appropriate transaction that we
believe can deliver significant value for shareholders."
Capitalised terms in this announcement shall have the same
meaning as in the Prospectus.
For further information please contact:
Path Investments plc C/O IFC
Christopher Theis
Jack Allardyce
IFC Advisory (Financial PR & IR) 020 3934 6630
Tim Metcalfe
Zach Cohen
Grant Thornton UK LLP (Financial Adviser)
Samantha Harrison
Harrison Clarke
Daphne Zhang 020 7383 5100
ETX Capital (Broker) 020 7392 1400
Tom Curran
Thomas Smith
Background
The Company announced on 12 August 2021 that it had
conditionally agreed to acquire the entire issued share capital of
DG Innovate. The initial consideration, is GBP32,384,707, to be
satis ed by the issue to the DG Innovate Shareholders of the
Initial Consideration Shares at a deemed issue price of 0.6 pence
per Ordinary Share.
The terms of the SPA were varied on 1 February 2022 and it was
agreed that further consideration of GBP5,373,665 would be payable
to the Sellers, to be satisfied by the issue of the Deferred
Consideration Shares, subject to the achievement by DG Innovate of
the Deferred Consideration Targets during the first year following
Completion. The Deferred Consideration Targets require the
obtention within 12 months following completion by the DG Innovate
Group of one or more profit generating supply contract(s) with a
combined value of GBP5,000,000 or more, or (as may be agreed in
writing between the Company and the Sellers' Representative) with a
combined potential value of GBP5,000,000 or more.
The Acquisition constitutes a Reverse Takeover under the Listing
Rules as it will result in a fundamental change in the business and
management of the Company. Trading in the Existing Ordinary Shares
was suspended with effect from 12 August 2021 on announcement of
the potential reverse takeover and pending the publication of a
prospectus and completion of the Acquisition. The Acquisition is
conditional, inter alia, upon Admission and the approval by
Existing Shareholders of certain Resolutions at the Company's
General Meeting to be held on 1 April 2022.
The Prospectus explains the background to and reasons for the
Acquisition, how it aligns with the Company's strategy and why the
Existing Directors believe that the Acquisition and the
Subscription are in the best interests of the Company and its
Existing Shareholders.
The proposals are conditional, inter alia, on the passing of the
Resolutions by Shareholders at the General Meeting and Admission.
If the proposals are approved, it is expected that Admission will
become effective and dealings in the Path Ordinary Shares will
commence on the London Stock Exchange on or around 8.00 a.m. on 8
April 2022.
Background on DG Innovate
DG Innovate (formerly Deregallera Holdings Ltd) is an advanced
research and development company pioneering sustainable and
environmentally considerate improvements to electric mobility and
storage, using abundant materials and the best engineering and
scientific practices. DG Innovate is currently developing its
products alongside a number of major manufacturers across the
transportation and energy sectors, research institutions and the UK
Government and has filed 18 patents worldwide.
DG Innovate's current research and development activities are
broadly split into two areas, focusing on novel electric motor
technologies and energy storage solutions. Its two main products
are:
-- Enhanced Drive Technology (EDT) - High efficiency,
lightweight, cost-effective electric motors and electronics;
and
-- Enhanced Battery Technology (EBT) - Sodium-ion batteries
offering a sustainable energy storage solution at similar/greater
energy density to incumbent technologies at a lower cost, increased
safety with lower environmental footprint
DG Innovate was founded in 2009 by Martin Boughtwood with a
vision of delivering sustainable and environmentally considerate
improvements to electric mobility and storage, using abundant
materials and the best engineering and scientific practices.
Specifically, DG Innovate has sought to address the major problems
facing both electric mobility and energy storage. For the former,
the key barrier to market penetration to date has been the
effective real-world range of electric vehicles. DG Innovate has
therefore focused on developing electric drive systems which aim to
deliver improved range over existing technology, based on the same
battery capacity, by reducing losses and improving efficiency. DG
Innovate has a long-standing working relationship with the UK
Government and is also collaborating with a global Tier 1 supplier
to the commercial vehicle market.
In its energy storage development, which commenced in 2013, DG
Innovate has focused on developing anode active materials as a key
enabling technology for sodium-ion batteries. DG Innovate is in
collaboration or commercial contact with several companies
throughout the supply chain with the view towards volume
commercialisation in the medium term.
DG Innovate has developed a significant intellectual property
portfolio since its foundation, including a novel electric motor
and corresponding architecture and a suite of energy storage
materials (including sodium-ion cells and supercapacitors). It has
been granted 11 patents during this time, with a further seven
pending and a number of drafts under consideration.
To date DG Innovate has received approximately GBP18.6 million
in funding through a mixture of equity from private funders, debt,
grants and research funding from the UK Government, the Welsh
Development Agency and through highly competitive grant awards
under the Innovate UK Faraday Challenge. Additionally, Path has
provided secured loan facilities to DG Innovate of which GBP900,000
has been drawn. As at the Last Practicable Date DG Innovate has
GBP150,000 remaining available under the facilities.
Fundraising and use of proceeds
The Company is undertaking a Subscription to raise GBP2,550,000
by the issue of 510,000,000 Subscription Shares at 0.5p per
Ordinary Share. The Company has entered into subscription
agreements with the Subscribers which are conditional, inter alia,
upon completion of the Acquisition and Admission. Further, the
Company has received irrevocable exercise notices, conditional on
Admission, in respect of 830,800,000 Warrants (0.25p) raising an
additional GBP2,077,000.
The aggregate fundraise of approximately GBP4,627,000 will be
used by the Enlarged Group to fund research and development costs,
working capital for the Enlarged Group, transaction costs
associated with the Acquisition and Admission, and to repay loans
from certain DGI shareholders.
Proposed Board on Admission
The Company's Existing Board consists of four Directors, Brent
Fitzpatrick, Christopher Theis, John Allardyce and Nicholas
Tulloch. It is proposed that Mr Fitzpatrick will step down from the
Board at Admission and it is proposed that Martin Boughtwood,
Patrick Symonds, Sir Stephen Dalton, Andrew Boughtwood and Trevor
Gabriel be appointed. The Board would like to thank Mr Fitzpatrick
for his considerable efforts in his time with the Company.
Further details on the Directors are set out in the Appendix
below.
The Takeover Code
The Acquisition gives rise to certain considerations under the
Takeover Code. Under Rule 9 of the Takeover Code ("Rule 9"), any
person who acquires an interest in shares (as de ned in the
Takeover Code), whether by a series of transactions over a period
of time or not, which (taken together with any interest in shares
held or acquired by persons acting in concert (as de ned in the
Takeover Code) with him) in aggregate, carry 30 per cent. or more
of the voting rights of a company which is subject to the Takeover
Code, that person is normally required by the Panel to make a
general offer, in cash, to all of the remaining shareholders to
acquire their shares.
The Company has agreed with the Takeover Panel that certain of
the shareholders of DG Innovate should be considered to be "acting
in concert" for the purposes of the Takeover Code (as such term is
defined in the Takeover Code). At Admission, following completion
of the Acquisition and Subscription and conditional on the Rule 9
Waiver, the Concert Party will be interested in an aggregate of
4,468,274,325 Ordinary Shares representing approximately 50.5 per
cent. of the Enlarged Share Capital. The members of the Concert
Party and the interest of each member of the Concert Party in the
Enlarged Share Capital are set out below in the appendix.
The Company has applied to the Panel for, and the Panel has
agreed to, a waiver of the obligations under Rule 9 of the Takeover
Code, subject to the passing of the Rule 9 Waiver Resolution by the
Independent Shareholders on a poll at the General Meeting, to waive
the obligation of the Concert Party, collectively and/or
individually, to make a mandatory general offer under Rule 9 for
the Ordinary Shares not already owned by it as would otherwise
arise following the issue of the Consideration Shares and Concert
Party Options.
Given that, following the issue of the Initial Consideration
Shares the Concert Party will hold more than 50 per cent. of the
voting share capital of the Company, any further acquisitions of
the Company's shares by any member of the Concert Party, whether
individually or collectively, would normally not trigger any
obligation under Rule 9 of the Takeover Code to make a general
mandatory offer to Shareholders to acquire the entire issued share
capital of the Company. However, notwithstanding the waiver and
Rule 9 Waiver resolution, individual members of the Concert Party
would not be able to increase their percentage interest in the
Ordinary Shares of the Company through, or between, a Rule 9
threshold without the consent of the Panel.
Following Admission, should the Deferred Consideration Shares be
issued in full and the Concert Party exercise the options held by
them (assuming no new shares are issued in the meantime), the
Concert Party will hold in aggregate a maximum of 5,414,930,957
Ordinary Shares representing approximately 54.5 per cent. of the
Partially Diluted Enlarged Share Capital. Should the Concert Party
holding fall below 50 per cent. prior to the issue of Deferred
Consideration Shares and/or the Concert Party Options being
exercised, subject to approval of the Rule 9 Waiver, the Concert
Party will not be required to make a mandatory general offer as a
result of the acquisition of Ordinary Shares pursuant to either the
exercise of the Concert Party Options or the issue of the Deferred
Consideration Shares.
Change of Name
To support the strategy going forwards, the Company is also
proposing to change its name to DG Innovate plc, subject to the
passing of the proposals and Admission. At that time, the Company's
stock ticker symbol will be changed to "DGI". The Company's website
address will be changed to www.dgiplc.com .
Issue of Warrants
The Company has agreed, subject to Shareholder approval at the
General Meeting, to allot a total of 670,400,000 Warrants (1p) on
the basis that: (i) one Warrant (1p) will be issued to each
Subscriber for every two Subscription Shares issued to each
Subscriber, which will result in the issue of 255,000,000 Warrants
(1p); and (ii) one Warrant (1p) will be issued to each holder of
Warrants (0.25p) for every two Warrants (0.25p) exercised pursuant
to the Warrant Exercise Notices, which will result in the issue of
415,400,000 Warrants (1p).
Availability of the Prospectus
The Prospectus will be made available on the Company's website
at: www.pathinvestmentsplc.com . An electronic copy of the
Prospectus will also be submitted to the National Storage Mechanism
and should be available shortly for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Notice of General Meeting
A General Meeting of the Company will be held at the offices of
Womble Bond Dickinson (UK) LLP, 4 More London Riverside, SE1 2AU on
1 April 2022 at 2:00 p.m.
The Notice of General Meeting and details of the matters to be
considered at the meeting, which includes inter alia shareholder
approval for the issue of shares in connection with the proposed
acquisition of DG Innovate and the Subscription, is contained
within the Prospectus.
In accordance with the requirements of the Panel, the Rule 9
Waiver Resolution will be taken on a poll of Independent
Shareholders. Certain shareholders are not considered to be
independent for the purposes of the Rule 9 Waiver and have
undertaken to the Company that they will not vote on the Rule 9
Waiver Resolution in respect of in aggregate 355,300,000 Ordinary
Shares. Consequently, only Independent Shareholders holding
1,674,163,802 Ordinary Shares, representing 82.5% of the existing
share capital of the Company as at the date of this Document, will
be entitled to vote on Rule 9 Waiver Resolution.
Total Voting Rights
The total number of Ordinary Shares with voting rights in the
Company with effect from Admission is 8,842,715,107. The Company
does not hold any shares in treasury and all of the ordinary shares
have equal voting rights. 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 of their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Proposed Timetable of Key Events
The proposed timetable of key events is as follows:
Publication of Prospectus 14 March 2022
Latest time and date for receipt of Forms of 2.00 p.m. on 30
Proxy for the General Meeting March 2022
----------------------
Time and date of General Meeting 2.00 p.m. on 1 April
2022
----------------------
Result of the General Meeting announced through 1 April 2022
RIS
----------------------
Cancellation of trading of Ordinary Shares 8.00 a.m. on 8 April
2022
----------------------
Completion of the Acquisition 8 April 2022
----------------------
Re-Admission and commencement of dealings on 8.00 a.m. on 8 April
the London Stock Exchange of the Enlarged Share 2022
Capital
----------------------
Delivery of New Ordinary Shares into CREST 8:00 a.m. on 8 April
as soon as practicable after 2022
----------------------
New Ordinary Share certificates dispatched 15 April 2022
----------------------
Admission Statistics
Number of Existing Ordinary Shares at the date
of this announcement 2,029,463,802
Number of Initial Consideration Shares 5,397,451,305
Number of Subscription Shares 510,000,000
Number of Warrant Shares New Ordinary Shares
issued on exercise of Warrants (0.25p) 830,800,000
Number of Fee Shares 75,000,000
Enlarged Share Capital 8,842,715,107
Gross Proceeds of the Subscription GBP2,550,000
Expenses relating to the Subscription GBP153,000
Net Proceeds of the Subscription receivable GBP2,397,000
by the Company
Transaction Costs GBP1,081,319
Warrant Exercise Proceeds following exercise GBP2,077,000
of Warrants (0.25p)
Initial Consideration Shares as a percentage
of the Enlarged Share Capital 61.0%
Subscription Shares as a percentage of the
Enlarged Share Capital 5.8%
Warrant Shares as a percentage of the Enlarged
Share Capital 9.4%
Fee Shares as a percentage of the Enlarged
Share Capital 0.8%
Subscription Price 0.5 pence
Market capitalisation at the Subscription Price GBP44,213,575.54
on Admission
Appendices
The Directors
Brief biographical details of the members of the proposed board
on Admission are set out below:
Nicholas Tulloch, Proposed Non-Executive Chairman , aged 49
Mr Tulloch has advised companies on the UK capital markets for
over 20 years, working for several well-known investment banks and
stockbrokers, including Cazenove, Arbuthnot, Cenkos and Cantor
Fitzgerald. With a particular focus on oil and gas, Mr Tulloch has
worked on several cross-border transactions in many parts of the
world. In 2019 he became finance director and then subsequently CEO
of Zoetic International plc transforming the company from its oil
and gas roots to become the first vertically integrated CBD company
to be listed in London. Mr Tulloch began his career as a solicitor
with Gouldens and he holds a master's degree in law from Oxford
University. Mr Tulloch stood for parliament in 2017.
Mr Tulloch will be appointed Non-executive Chairman with effect
from Admission.
Christopher Theis, CEO, aged 62
Mr Theis is an experienced investment banker and entrepreneur.
He has led number one rated City teams, including Smith New Court
and Hoare Govett in the origination, structuring, flotation and
placement of secondary market transactions of numerous successful
companies. Chris has also founded a number of successful quoted and
private businesses. Mr Theis holds an MBA from City University
Business School.
John (Jack) Allardyce, Finance Director, aged 39
Mr Allardyce has over 15 years' experience in the energy sector,
including 10 years as a leading equity research analyst with a
number of UK investment banks. He began his career as a process
engineer working on North Sea projects, before joining the leading
research and consultancy house Wood Mackenzie, specialising in
European upstream and unconventionals. Mr Allardyce's skillset
spans global asset evaluation, financial forecasting, corporate
advisory, M&A and equity capital markets. Mr Allardyce
graduated from Heriot-Watt University with a degree in Chemical
Engineering.
Martin Boughtwood, Proposed Chief Technical Officer, aged 67
Martin Boughtwood is the Founder and Managing Director of DG
Innovate, an advanced research and development company focussing on
the material science of energy storage and development of novel
electric drive technologies. Martin Boughtwood is an inventor, with
over 20 patents filed in the last 5 years. With his background in
electronics, mechanical engineering and power management systems,
and company leadership roles over 40 years, Martin Boughtwood
focuses on the innovation of, sustainable, non-toxic solutions that
leverage material property enhancements: improving energy
efficiency for a host of applications across a plethora of
potential end markets.
Martin Boughtwood is currently a director of DG Innovate. Martin
Boughtwood will be appointed to the board conditional on
Admission.
Patrick (Pat) Symonds, Proposed Independent Non-Executive
Director, aged 68
Dr Symonds has had a 40+ year career in motorsport. He started
his career designing championship winning cars for the lower
formulae and then joined the fledgling Toleman F1 team working with
Ayrton Senna. His subsequent partnerships with Michael Schumacher
and Fernando Alonso produced 32 race wins, four Drivers' World
Championships and three Constructors' World Championships. During
this time he became Technical Director of the Benetton Formula One
Team and latterly the Renault Formula One Team. After some years
running his engineering consultancy, Neutrino Dynamics, he accepted
an offer to become CTO at the Williams F1 team, a position he held
until the end of the 2016 season. Dr Symonds is now Chief Technical
Officer at F1 (Formula One Management) tasked with setting up a
small technical group to assist the FIA in the formulation of
future F1 and is involved in the transition of F1 to a low carbon
economy. Dr Symonds is also a visiting professor at Cranfield
University, a chartered engineer and a Fellow of both the
Institution of Mechanical Engineers and the Royal Aeronautical
Society.
Dr Symonds will be appointed to the board conditional on
Admission.
Sir Stephen Dalton, Proposed Independent Non-Executive Director,
aged 67
Sir Stephen Dalton served for nearly 40 years having joined the
Royal Air Force in 1976 after graduating with an honours degree in
Aeronautical Engineering from Bath University. Sir Stephen was
appointed Head of the Royal Air Force in 2009 and retired from the
Royal Air Force in 2013. He has worked with a number of major
international companies advising them on the development of
strategy and international engagement. He has also worked with a
number of Company Boards helping them to improve their collective
performance at Board level.
Sir Stephen Dalton was sworn into office as Lieutenant Governor
of Jersey, in March 2017 at the start of his 5-year term of office
and was President of The Royal Aeronautical Society for a one year
fixed term position. He was appointed a Knight Commander of the
Most Honourable Order of the Bath (KCB) in 2009 and advanced to
Knight Grand Cross of the Order of the Bath (GCB) in 2012. In 2019,
Her Majesty The Queen appointed him as Bath, King of Arms.
Sir Stephen Dalton will be appointed to the board conditional on
Admission.
Andrew Boughtwood, Proposed Non-Executive Director, aged 63
Andrew Boughtwood is an experienced company director. For the
last 17 years, he has been Managing Director of Megger Limited and
overseas operations in over 30 countries. His is experienced across
the electronic/electrical instrumentation field serving customers
in communications, power contracting and utilities, industrial
automation, power generation/ renewable energy, automotive,
military and aerospace. Andrew Boughtwood is a graduate of Swansea
University with a bachelor degree in computer technology.
Andrew Boughtwood is the brother of Martin Boughtwood and a
shareholder of DG Innovate. Andrew Boughtwood will be appointed to
the board conditional on Admission.
Trevor Gabriel, Proposed Non-Executive Director, aged 74
Mr Gabriel is managing partner of a real estate brokerage in
Monaco, having previously been finance director of Camper &
Nicholson International, the yacht brokerage firm . He is a
chartered accountant and fellow of the ICAEW and spent 12 years
with Jardine Matheson in finance and general management roles. He
is currently non-executive director of TSX-V listed GlobalBlock
Digital Asset Trading Limited and previously was a non-executive
director of Kirkland Lake Gold Ltd while it was TSX listed and AIM
quoted.
Mr Gabriel is currently a shareholder and director of DG
Innovate. Mr Gabriel will be appointed to the board conditional on
Admission.
Major Shareholders
So far as the Company is aware, the following persons, directly
or indirectly, had/will have an interest in the Company's capital
or Voting Rights which is notifiable under the Disclosure Guidance
and Transparency Rules:
Last Practicable Date Admission
Number of Percentage Percentage of
Ordinary of issued Number of Ordinary Enlarged Number of Options
Shareholder Shares share capital Shares Share Capita l and Warrants
John Story 200,000,000(1) 9.9 485,000,000 (1) 5.5 180,000,000
Monecor
(London)
Limited 177,802,112 8.8 218,602,112 2.5 -
Spreadex
Limited 121,086,246 6.0 165,436,246 1.9 44,350,000
Cantor Fitzgerald
Europe 109,000,000 5.4 109,000,000 1.2 -
David Williams 110,000,000(2) 5.4 594,280,093 (3) 6.7 48,000,000
Richard
& Charlotte
Edwards 100,016,875 4.9 100,016,875 1.1 -
Christopher
Theis 60,995,589 3.0 60,995,589 0.7 860,072,501 (5)
Martin Boughtwood
(4) - - 3,026,591,664 34.2 156,105,002 (5)
Trevor Gabriel
(6) - - 555,561,720 6.3 -
(1) John Story's interest in these Ordinary Shares is held
via a financial instrument issued by Argon Financial
Limited.
(2) Of these Ordinary Shares, 96,000,000 are registered
in the name of Wentworth Limited, a company which is
beneficially owned by David Williams and of which he
is a director.
(3) Of these Ordinary Shares, 192,000,000 will be registered
in the name of Wentworth Limited, a company which is
beneficially owned by David Williams and of which he
is a director.
(4) Martin Boughtwood's interest in Ordinary Shares includes
3,026,591,664 Ordinary Shares held by Deregallera Trust,
a trust in which Denise Boughtwood (the spouse of Martin
Boughtwood and a Connected Person) is the sole beneficiary.
Martin Boughtwood's children Rebecca Louise Hainsworth
and Lewis Raymond Boughtwood are the trustees of Deregallera
Trust and are both Connected Persons.
(5) The vesting of the following LTIP Options is performance
based and measured over a three-year period to be determined
by the Board: Chris Theis (78,052,501) and Martin Boughtwood
(156,105,002).
(6) Trevor Gabriel's interest in Ordinary Shares includes
555,561,720 Ordinary Shares held by Disruptech Ltd,
a company in which Trevor Gabriel is the sole shareholder
and a director.
The Concert Party
The Concert Party is made up of Martin Boughtwood, Trevor
Gabriel and certain shareholders of DG Innovate. The members of
Concert Party and their respective expected holdings following
Admission are set out below.
Last Practicable Admission Admission
Date Enlarged Share Partially Diluted Enlarged
Capital Share Capital
Interest
in the Partially
Diluted Enlarged
Share Capital
Assuming
only Concert
Party Options
Interest Initial are exercised
in Consideration Number Entitlement and the Deferred
Existing Shares Interest of Concert to Deferred Consideration
Ordinary Interest to be in Enlarged Party Consideration Shares are
Shares in Options issued Share Capital Options Shares issued
Concert Party No. % No. No. No. % No. No. No. %
Member
Martin
Boughtwood(1) - - - 3,026,591,664 3,026,591,664 34.2 156,105,002 502,208,943 3,684,905,609 37.1
Trevor
Gabriel(2) - - - 555,561,720 555,561,720 6.3 92,185,565 647,747,285 6.5
Michael Depper - - - 252,528,054 252,528,054 2.9 41,902,529 294,430,583 3.0
Graham Weller - - - 252,528,054 252,528,054 2.9 41,902,529 294,430,583 3.0
William
Brogden - - - 126,264,027 126,264,027 1.4 20,951,264 147,215,291 1.5
Andrew
Boughtwood - - - 75,758,416 75,758,416 0.9 12,570,758 88,329,174 0.9
Ross Hyett(3) - - - 157,830,033 157,830,033 1.8 26,189,081 184,019,114 1.9
Rebecca Louise
Hainsworth - - - 6,060,674 6,060,674 0.1 4,947,453 1,005,661 12,013,788 0.1
Xin (Lucy)
Liu - - - 15,151,683 15,151,683 0.2 44,173,696 2,514,151 61,839,530 0.6
TOTAL - - - 4,468,274,325 4,468,274,325 50.5 205,226,151 741,430,481 5,414,930,957 54.5
(1) Martin Boughtwood's interest in Ordinary Shares includes
3,026,591,664 Ordinary Shares held by Deregallera
Trust, a trust in which Denise Boughtwood (a connected
person and the spouse of Martin Boughtwood) is the
sole beneficiary. Martin Boughtwood's children Rebecca
Louise Hainsworth and Lewis Raymond Boughtwood are
the trustees of Deregallera Trust and are both connected
persons of Martin Boughtwood.
(2) Trevor Gabriel's interest in Ordinary Shares includes
555,561,720 Ordinary Shares held by Disruptech Ltd,
a company in which Trevor Gabriel is the sole shareholder
and a director.
(3) Ross Hyett's interest in Ordinary Shares includes
157,830,033 Ordinary Shares held by Denton & Co Trustees
Limited, a trustee of the pension trust in which
Ross Hyett is the sole beneficiary.
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END
PDIJIMJTMTMBBIT
(END) Dow Jones Newswires
March 14, 2022 09:09 ET (13:09 GMT)
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