THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY SPORT CAPITAL GROUP 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.
Sport Capital Group Plc
(“Sport Capital Group” or the “Company”)
Equity Financing; Appointment of Additional Directors; Directors’ Dealings in Voting Rights and Related Party Transactions
Sport Capital Group has completed a financing to raise proceeds before expenses of £324,400. The Company is also pleased to announce the appointments of Mr. Burns Singh Tennent-Bhohi (Executive Director & CEO) and Mr. Guy Miller (Executive Director) to the Board of Directors, effective immediately.
Sport Capital Group plc has raised £324,400 before expenses through a placing (the “Placing”) of 108,133,333 new ordinary shares of 0.1 p each at 0.3 pence per share (the “Placing Shares”), conditional upon admission of the Placing Shares to trading on AQSE Growth Market. Alongside each Placing Share subscribed, subscribers receive warrants to subscribe for one additional new ordinary share, exercisable at 0.6 pence per share for a period ending three years from the date of admission to AQSE Growth Market of the Placing Shares. Should a subscriber in the Placing elect to exercise their warrants in full during their currency, for each new ordinary share at 0.6 pence so subscribed, the subscriber shall be issued with “replacement warrants” granting a right to subscribe for one additional new ordinary share each with an exercise price of 1.2 pence per share, exercisable for three years from the date of issue of the replacement warrant.
The Incoming Directors
i) Further Information on Burns Singh Tennent-Bhohi
Burns Tennent-Bhohi is the founder & CEO of The Glenpani Group, an international private venture capital business based in London/UK. Glenpani’s principal focus is the evaluation and augmentation of distressed-asset opportunities and private-transaction/investment origination. Glenpani Group cornerstone-invest, originate transactions and provide corporate consultancy to international companies both private and public including; AQSE, AIM, TSX-V, CSE & ASX.
Burns assumes a number of directorships of both private and public companies and his current appointments in public interest companies include. Forum Energy Metals Corp. (TSX-V: FMC), in 2019 FMC executed a $30,000,000 project earn-in agreement with Rio Tinto on its Janice Lake sedimentary copper project and a $6,000,000 project earn-in with Orano. Burns is also on the Boards of Eurocann International plc (AQSE: BUD) and is the CEO and a director of IamFire plc (AQSE: FIRE)
Active in North American capital markets, Burns is also the founder of LC, a specialised private investment vehicle that syndicates and connects global capital investment for private transaction origination & pre-IPO opportunities.
Glenpani Group maintains an extensive international network that includes corporate brokers/financiers, investment bankers, merchant banks, UHNWIs, project financiers, asset-banks and technical teams. Burns graduated from the University of Glasgow with a degree in Economics/Social Sciences.
Burns Tennent-Bhohi has subscribed for 7,000,000 Placing Shares resulting in an interest upon admission of 3.07% of the enlarged share capital. Prior to the Placing, he held no interest in the share capital of the Company.
Save as set out below, there is no further information regarding Burns Singh Tennent-Bhohi that is required to be disclosed pursuant to Appendix 1, Table A, paragraph 5.1.2 of the AQSE Growth Market Rules for Issuers:
|Current Directorships||Previous Directorships|
|Forum Energy Metals Corp (TSX-V: FMC)||None|
|IamFire plc (AQSE: FIRE)|
|Eurocann International plc (AQSE: BUD)|
|Glenpani Group Limited|
|Glenpani Capital Limited|
|GPC 101 Ltd|
|Loncad Holdings Ltd|
|VNS Global Ltd|
|Capital Homes (London) Ltd|
|Residential Sales (London) Limited|
|Lincoln Road Ltd|
|Glenpani Capital Group Ltd|
|Tomas Capital Limited|
ii) Further information on Guy Miller
Guy Miller is an Executive Director of Gledhow Investments plc (AQSE: GDH), an investment company investing in small- to medium-sized, undervalued or fast-growing companies, with the investment objective of achieving long-term capital growth in excess of the FTSE All Share Index. Guy specialises in the small-capitalisation corporate advisory and private-to-public transition areas of corporate finance at Peterhouse Capital Limited.
Guy has also worked for a producing mining company, listed on the Toronto Stock Exchange, for four years. He holds a Bachelor of Arts (Hons.) degree in business studies from The University of West London.
Guy Miller has subscribed for 5,000,000 shares in the Placing resulting in an interest of 2.19% of the enlarged share capital of the Company. Prior to the Placing, he held no interest in the share capital of the Company.
Save as set out below, there is no further information regarding Guy Miller that is required to be disclosed pursuant to Appendix 1, Table A, paragraph 5.1.2 of the AQSE Growth Market Rules for Issuers:
|Current Directorships||Previous Directorships|
|Gledhow Investments plc (AQSE: GDH)||None|
|Beddington Investments Limited|
Directors’ Dealings; Related Party Disclosure
The participations of Simon Grant-Rennick, Burns Singh Tennent-Bhohi and Guy Miller, in the Placing represent dealings in the capital of the Company by Directors; the participations of IamFire plc & Gledhow Investments plc are transactions by related parties under Rule 52 of the AQSE Rules for Issuers. Having consulted with Sport Capital Group’s Corporate Adviser, the terms of the Placing subscriptions by the related parties are deemed to be fair and reasonable; and to be in the interests of the Company and of the shareholders as a whole.
Upon allotment of the Placing Shares, the shareholdings of the participating Directors and the related parties mentioned above shall be as follows:
|Director/Related Party||Shares Currently Held||Placing Shares||After Allotment of Placing Shares||Percentage of Enlarged Issued Share Capital|
|Burns Singh Tennent-Bhohi||None||7,000,000||7,000,000||3.07%|
|Gledhow Investments plc*||None||17,000,000||17,000,000||7.47%|
† Simon Grant-Rennick is interested in 27,000,000 voting rights through Alpha Corporate Services (Bermuda) Ltd., a trust to which he is an adviser.
* Guy Miller is a director of Gledhow Investments plc (AQSE: GDH).
** Burns Singh Tennent-Bhohi is a director and the CEO of IamFire plc (AQSE: FIRE).
Admission of Shares
Application will be made for the Placing Shares to be admitted to trading on AQSE Growth Market and this is expected to occur on or around 22nd July 2020. No application shall be made to admit to trading on AQSE Growth Market or to any other forum of quotation the warrants (which are not divisible or transferable) being issued alongside the Placing Shares.
Enlarged Voting Rights
Following the admission of the Placing Shares, Sports Capital Group’s issued ordinary share capital shall consist of £227,367 divided into 227,367,278 ordinary shares of 0.1 pence each. This number represents the total voting rights in the Company, and following admission, may be used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s (“FCA”) Disclosure and Transparency Rules. The Placing Shares shall rank pari passu in all respects with the existing ordinary shares of the Company.
Commenting on the developments described above the Chairman, Simon Grant-Rennick, said, “I am pleased to announce a well-supported financing and the appointments of both Burns & Guy to the Board of Sport Capital Group. Upon receipt of the placing funds, the Company will be reserving up to £70,000 of the proceeds raised in preparation for an application to be made in due course for admission of the Company’s issued share capital to the standard segment of the FCA’s Official List and to trading on the Main Market of the London Stock Exchange, subject to Board’s discussions with shareholders and the Company’s financing partners.
The Company has been reviewing of a number of value-accretive opportunities and has focused on the mining and exploration sector, where my colleagues and I see the early signs of broader capital participation that inspires confidence for what we consider could be the start of a strong commodities market. In the short-term, I look forward to updating shareholders and the market on a defined strategy, the introduction of further management (including at Board level) and to setting out to the shareholders for their approval the avenues which the Company is seeking to pursue.”
15th July 2020
This announcement has been made after due and careful enquiry and the Directors of the Company accept responsibility for the content.
Sport Capital Group plc:
Simon Grant-Rennick (Director)
Mobile: +44 (0) 7973253124; email@example.com
Keith, Bayley, Rogers & Co. Limited (AQSE Corporate Adviser):
Peterhouse Capital Limited (Corporate Stockbroker):
Lucy Williams: +44 (0) 20 7469 0930
Duncan Vasey: +44 (0) 20 7220 9797 (Direct)