11 April 2024
Electric Guitar plc
("Electric Guitar" or the "Company")
Update re. intention to de-list from the
standard segment of the Official List and Main Market of the London
Stock Exchange and
proposed application for admission to
trading on AIM in conjunction with the acquisition of 3radical
Limited and
Related Party
Transaction
Further to the Company's announcement on 13
March 2024, the directors of Electric Guitar provide an update
regarding their intention to request the Financial Conduct
Authority ("FCA") to cancel
the listing of the Company's ordinary shares (ISIN: GB00BN11T727) (the "Ordinary Shares") on the standard
listing segment of the Official List of the FCA (the "Standard List"), and to request London
Stock Exchange plc ("LSE")
to cancel the admission to trading of the Ordinary Shares on the
main market for listed securities of the LSE (together, the
"Delisting"), in view of
its proposed application for admission of its Ordinary Shares to
trading on AIM in conjunction with the acquisition of 3radical
Limited ("Admission").
The Company continues to progress the
acquisition of 3radical Limited, which would constitute a reverse
takeover under the Listing Rules (the "Proposed Transaction"), and expects to
be able to provide further details and convene a shareholder
meeting to approve the Proposed Transaction in due course. Details
of the Proposed Transaction were first announced on 7 July
2023.
It is now intended that the
Delisting will become effective no earlier than 1 May 2024, such
that the last date of listing on the Standard List and trading of
the Ordinary Shares on the Main Market of the LSE would be no
earlier than 30 April 2024. A further update will be provided by no
later than 30 April 2024 to confirm the Delisting date.
Further details of the Proposed
Transaction and a shareholder meeting to approve the Proposed
Transaction will be provided before the Delisting date.
Related party transaction
On 26 March 2024, the Company entered into a facility
agreement with Sanderson Capital Partners Limited (an 18.33 per
cent shareholder in the Company), supplementing a term sheet with
Sanderson Capital Partners Limited signed on 11 March 2024, for the
provision of a loan facility to the Company conditional on, inter
alia, completion of the Proposed Transaction. This agreement and
the term sheet includes standard events of default, covenants and
representations and warranties. The facility is an unsecured
facility of up to £600,000 available to be drawn down during the
period of 12 months from completion of the Proposed Transaction on
30 days' notice (first draw not to be more than £100,000). At the
end of the 12 month period, the Company has an option to extend the
facility for a further 8 months in exchange for a facility fee of
£15,000 which is payable at the end of the 8 month period. Fees of
£105,000 are payable on completion of the Proposed Transaction and
will be satisfied by the issue of new ordinary shares in the
Company. The loan will be convertible in whole or in part at any
time by Sanderson Capital Partners Limited into new ordinary shares
in the Company at a price per share equal to the 5 day volume
weighted average price of an ordinary share, subject to a minimum
conversion price per ordinary share of 2.1 pence (being the current
suspended share price of ordinary shares).
This conditional loan facility has been entered into
for the purposes of facilitating the Proposed Transaction, and will
be in addition to a proposed equity fundraising for the Proposed
Transaction which is expected to be finalised shortly, and
therefore the directors of Electric Guitar (excluding Sarfraz
Munshi who is an investment manager at Sanderson Capital Partners
Limited and therefore not independent) consider the transaction to
be fair and reasonable from the perspective of the Company and
other shareholders.
For further
information:
Electric
Guitar PLC
John Hutchinson
Chairman
|
01189 570
444
|
|
|
Axis Capital Markets
(Corporate Broker)
Richard Hutchison
|
020 3026
0320
rh@axcap247.com
|
Yellow Jersey PR
Sarah Hollins
Annabelle Wills
Bessie Elliot
|
020 3004
9512
electric@yellowjerseypr.com
|
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