REG - Milton Capital PLC - Board Changes, Share Purchases and PDMR Dealings

Milton CapitalAnnouncement

31/10/2023 07:15

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RNS Number : 7747R  Milton Capital PLC  31 October 2023

 

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                 info@milton-cpaital.co.uk (mailto:info@milton-cpaital.co.uk)

 Directors                          or

 Edward Dawson                      Miltoncapitalplc@gmail.com (mailto:Miltoncapitalplc@gmail.com)

 Peterhouse Capital Limited         +44 (0)20 7469 0930

 Financial Adviser

 Brefo Gyasi / Guy Miller

 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  Ordinary Shares of £0.01 each

     Identification code

                                                                  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  Ordinary Shares of £0.01 each

 Identification code

                                                              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  Ordinary Shares of £0.01 each

 Identification code

                                                              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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