Gledhow Investments plc (GDH)
Gledhow Investments plc: GM, Update of Investments and Total Voting Rights
30-Jun-2021 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014
(MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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GLEDHOW INVESTMENTS PLC
("Gledhow" or the "Company")
General Meeting and Review of Investing Activities
Total Voting Rights
30 June 2021
General Meeting and Review of Investing Activities
The Company announces that it is today posting a circular and Notice of General Meeting ("General Meeting") to
shareholders of the Company ("Circular") to be held at the offices of Gledhow Investments at 3rd Floor, 80 Cheapside,
London, EC2V 6EE, at 10.30 a.m. on 21 July 2021 at which the Resolutions will be proposed to, principally, approve
authorities to issue Ordinary Shares, pursuant to the Subscriber Warrants granted, as per the Placing announcement on 4
June 2021.
The Circular also provides a review of investing activities.
A copy of the Board's letter and the expected timetable of principal events contained in the Circular are set out in
full below this announcement without material amendment or adjustment.
A copy of the Circular will shortly be available at http://www.gledhowinvestments.com/
Total Voting Rights
In accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, Gledhow hereby announces that
it has 97,571,428 ordinary shares of GBP0.01 each ("Ordinary Shares") in issue, each share carrying the right to one
vote,
The above figure of 97,571,428 Ordinary Shares may be used by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency
Rules.
The directors of the issuer accept responsibility for the contents of this announcement.
For further information please contact:
Guy Miller 020 7220 9795 (Gledhow Investments plc)
Peterhouse Capital Limited (Corporate Stockbroker):
Lucy Williams: +44 (0) 20 7469 0930
Duncan Vasey: +44 (0) 20 7220 9797 (Direct)
Gledhow Investments plc
(Incorporated in England and Wales with Registered number 03848331)
Directors:
Registered Office:
3rd Floor
Guy Rowan Miller (Executive Director) 80 Cheapside
Geoffrey Hugh Melamet (Non-Executive Director & Company Secretary) London
EC2V 6EE
30 June 2021
To Shareholders
Notice of General Meeting
AND
Review of Investing Activities 1.
Introduction and Background to the General Meeting
On 4 June 2021, the Company announced a fundraising of
GBP850,000 gross through a placing of new Ordinary Shares at
GBP0.0175 per share. Placees were also granted one Subscriber
Warrant for every two Ordinary Shares subscribed for in the
Placing, with an exercise price of GBP0.03 per share.
The issuance of the Subscriber Warrants is subject to a General
Meeting to increase the Company's headroom, to enable Placees to
exercise the warrants. Subscriber Warrants can be exercised at any
time following this General Meeting, for a period of 18 months.
Full exercise of these Warrants will raise an extra GBP728,571 of
new funds for the Company, at a price materially above the current
price of the Company's shares on the AQSE Growth Market.
At the Annual General Meeting held on 12 March 2021,
Shareholders granted the Company authority to issue up to a total
nominal amount of GBP510,000 out of the right of statutory
pre-emption rights. Following the fundraising referred to above,
the Company issued 48,571,428 new Ordinary Shares, resulting in
2,428,572 authorities remaining to issue Ordinary Shares until the
next Annual General Meeting. The Directors are conscious that with
the grant of 24,285,714 warrants, there are not sufficient
authorities allowable to issue Ordinary Shares, in the event
warrant holders wish to exercise their Subscriber Warrants.
A notice convening the General Meeting at 10:30 a.m. on 21 July
2021, at Gledhow Investments plc at 3rd Floor, 80 Cheapside,
London, EC2V 6EE, to consider the Resolutions, is set out at the
end of this Circular. 2.
Dis-application of pre-emption rights and authority to allot
shares
In order to facilitate the exercise of Subscriber Warrants of
those warrant holders wishing to exercise their warrants, it is
necessary for the Directors to seek authority from Shareholders at
the General Meeting pursuant to the Companies Act 2006 to, inter
alia, issue Ordinary Shares for cash. The special resolution, seeks
approval to disapply the statutory pre-emption rights under section
561 of the Companies Act 2006.
The Directors need to ensure that the Company has sufficient
authorities to cover the 24,285,714 outstanding Subscriber Warrants
and the 6,000,000 outstanding options announced on 5 February
2018.
The Directors do not envisage needing to raise additional cash
pursuant to its investment strategy to build up positions in AIM,
LSE and Aquis Exchange traded companies.
Full details of the authorities the Directors are seeking at the
General Meeting are set out in the attached notice of General
Meeting. 3.
Review of Investing Activities
The Company will continue to build up positions in AIM, LSE and
Aquis Exchange traded companies, including those companies at early
stages of development, companies that are regarded as
recapitalisation opportunities and with entry levels at low
valuations.
Further to the interim results to 31 March 2021, the Company is
now reporting on some of the current investments. The Company's
current unaudited net cash is approximately GBP940,000 after
accounting for GBP96,460 owing to taxation.
Portfolio Update
Coinsilium Group plc
As at 31 March, the Value of the Company's holdings in
Coinsilium Group plc was valued at approximately GBP378,000. The
price per share of Coinsilium has dropped substantially recently
and an unaudited valuation at bid puts the Company's holding at
approximately GBP121,000.
Kanabo Group plc
As at 31 March, the value of the Company's holding in Kanabo
Group was approximately GBP352,000. The Company has added a further
284,205 shares to its portfolio since reporting the 31 March
results, and the current value is approximately GBP350,000.
Global Resources Investment Trust (GRIT)
Gledhow owns 4,666,667 ordinary shares, equate to 9.27 per cent
of GRIT's (LSE Premium Listed) share capital. Gledhow has also
conditionally subscribed for GBP80,000 of the convertible loan
notes (CULNs). On conversion of these CULNs into Ordinary Shares,
Gledhow will hold an aggregate 17.96 per cent. of the fully
enlarged share capital of GRIT. The Company Directors view this
investment as a recapitalisation opportunity, having provide equity
and loan capital at a low valuation. GRITs interim results
announced in May 2021 gives some update on its activities.
Evrima plc
The Company owns 1,700,000 ordinary shares in Evrima plc. As
announced on 1 June 2021, Evrima has an option to earn an
investment interest equating to 25% of projects (historical drill
data below), owned by Eastport Ventures Inc., Ontario incorporated,
subject to certain of the conditions of the Agreement being
satisfied:
- Evrima to fund, USD400,000 of qualifying exploration
expenditures over the Projects within 24-months of executing, the
Agreement
- Evrima shall commit to a minimum of USD150,000 in exploration
expenditures within 6 months of execution of the Agreement
> Upon completion of the requisite exploration expenditures,
Evrima (subject to all approvals) shall maintain a 25% Investment
Interest in the Projects: Selebi North & Keng
Nickel-Copper-PGM
Historical data from the projects:
Phudulooga Target [Historic Drilling Returned] ? DS07-011 -
4.42% Cu, 5.94 g/t Ag over 3.3m at 24.1m depth ? DS07-012 - 3.36%
Cu, 3.72g/t Ag over 3.4m at 85.8m depth
Nakalakwana Target [Historic Drilling Returned] ? NH-014 - 2.47%
Cu over 10m at 65.9m depth ? NH-016 - 2.42% Cu over 5.26m at 60.4m
depth ? The Selebi North & The Keng Nickel-Copper-PGM
Projects
See announcement of 2 June 2021.
Eastport Ventures is working to IPO on a UK Recognised
Investment Exchange.
Evrima also has a 19.6% interest in Kalahari Key Mineral
Exploration Pty Ltd. (KKME). Some results of the KKME drilling
campaign can be found in announcement of 9 April 2021.
Evrima also has a meaningful position in Premium Nickel
Resources ("PNR"). See announcement of 25 March 2021.
Guy Miller, executive Director of the Company, joined the board
of Evrima plc as a non-executive director.
On an unaudited basis, approximately 34% of the investing
portfolio value at bid represents AQSE Growth Market traded
companies. There are holdings in 12 AQSE Growth Market traded
companies, with one investee company representing approximately
5.15% of the entire portfolio value at bid, and including net cash.
No other companies represent more than 5% of the current net
assets. At bid the AQSE Growth Market portfolio value is
approximately GBP670,000. The Directors caution that there is a
historically perceived lack of liquidity generally in AQSE Growth
Market traded companies and that this value may not be readily
achievable into Sterling.
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