TIDMAUK
RNS Number : 5924T
Aukett Swanke Group PLC
21 March 2023
21 March 2023
Aukett Swanke Group Plc
("Aukett Swanke", the "Company", or, together with its
subsidiaries, the "Group")
Result of General Meeting
Board Change and Issue of Consideration Shares
Aukett Swanke (AIM: AUK), a company that principally provides
architectural and interior design services, announces that, at the
General Meeting on 20 March 2023, the resolutions, as set out in
the Notice of General Meeting dated 2 March 2023, were duly passed
by shareholders as ordinary resolutions. The Waiver Resolution was
passed on a poll. Full details of the voting at the General Meeting
are set out in the table further below.
Consequently, the Company is pleased to confirm that the Initial
Acquisition of Torpedo Factory Group Limited ( "TFG" ) has
completed.
As detailed in the Company's circular dated 2 March 2023 (
"Circular" ) Nick Clark, CEO and Founder of TFG, has joined the
Board of Aukett Swanke as an executive director with immediate
effect.
Unless otherwise indicated, defined terms in this announcement
shall have the same meaning as described in the Circular.
Following issue of the 110,142,286 Consideration Shares, the
Concert Party will be interested in 89,159,484 Ordinary Shares,
representing 32.38% of the Company's issued ordinary share capital,
as enlarged by the issue of the Consideration Shares.
Clive Carver, Aukett Swanke Group plc Chairman, said:
"We were delighted to receive such a strong show of support from
shareholders for the Torpedo Factory Group acquisition.
Our focus now is to grow both the traditional core architecture
businesses and to move forward quickly in the quest to develop the
Group in the smart buildings arena."
Nick Clark, TFG founder and CEO of TFG, said:
"This transaction helps broaden TFG's reach as it becomes a
master systems integrator. Moreover it provides a platform for
growth and an exciting future for the enlarged Group."
Voting results
No. Resolution In favour Against Total Votes withheld
votes
cast as
a % of
issued
share
capital
Votes % Votes %
---------- ------ ------ ----- --------------
1. Allotment Resolution 89,628,208 99.96% 39,494 0.04% 54.27% 0
-------------------- ---------- ------ ------ ----- -------- --------------
2. Waiver Resolution 89,628,208 99.96% 39,494 0.04% 54.27% 0
-------------------- ---------- ------ ------ ----- -------- --------------
Relationship Agreement
Nick Clark, Keith McCullagh, Freddie Jenner and Jason Brameld
(the " TFG Parties "), on 20 March 2023, entered into the
Relationship Agreement (which is conditional upon Admission of the
Consideration Shares) with the Company and Strand Hanson Limited,
as nominated adviser.
Under the terms of the Relationship Agreement, the TFG Parties
undertake, inter alia, that they shall use all their rights and
powers (including, without limitation, voting rights) and procure
that each member of the Concert Party uses all their rights and
powers, attaching to the Ordinary Shares in which the Concert Party
are interested from time to time so that the Company and its
Business (as defined therein) shall be managed for the benefit of
the Shareholders as a whole and independently of the Concert
Party.
The Relationship Agreement further requires that all
transactions, agreements, and arrangements between
any member of the Group and the Principal Sellers is on an arm's
length basis and on normal commercial terms.
The Relationship Agreement also contains a right for Keith
McCullagh to attend board meetings of the Company as an observer
until the first anniversary of Completion, provided that Keith
McCullagh and his associated persons together hold at least 10% of
the Ordinary Shares.
The Relationship Agreement shall automatically terminate if the
Principal Sellers cease to hold 20% or more of the rights to vote
at a general meeting of the Company attaching to the Ordinary
Shares.
Lock-in Deed
The Principal Sellers (being Nick Clark, Keith McCullagh, Jean
McCullagh, Freddie Jenner, Mel Jenner, Jason Brameld, Siobhan
Robinson, Pamela Clark, Simon Clark and Amanda Boyce) on 20 March
2023 entered into the Lock-in Deed with the Company, Strand Hanson
Limited and Zeus Capital Ltd, containing certain restrictions on
each of the Principal Sellers regarding the disposal of their
Ordinary Shares following Completion including a restriction on
disposals of any interest over any Ordinary Shares held by them for
12 months following Completion (save that they may dispose of
Ordinary Shares to another existing member of the Concert Party)
and, at the end that 12 month period, not make any disposal of any
Ordinary Shares otherwise than through the Company's broker, for a
further 12 months. These restrictions will not prevent the
Principal Sellers from, among other things, accepting a general
offer (in accordance with the Takeover Code) made to the
Shareholders of the Company to acquire all the Company's issued
Ordinary Shares or to the execution and delivery of an irrevocable
undertaking to accept such general offer.
Options
The Company, on 20 March 2023, entered into the CP Option
Agreements with each of Freddie Jenner and Jason Brameld, who have
been granted options to subscribe for 3,700,000 and 4,700,000
Ordinary Shares respectively, in accordance with the terms set out
in the CP Option Agreements.
The CP Options will vest on, and become exercisable from, the
second anniversary of the CP Options Agreements and each of Freddie
Jenner and Jason Brameld will be able to exercise their respective
CP Options at a price of 1 pence per CP Options Share from that
date.
In the event that the CP Options are not exercised by the end of
the sixth anniversary of the CP Option Agreements, or where the CP
Options are transferred or assigned (other than to Freddie Jenner's
and Jason Brameld's respective personal representatives),
mortgaged, charged, or otherwise disposed, then the CP Options
shall immediately lapse and cease to be exercisable.
In addition, and otherwise as set out in the CP Option
Agreements, in the event that either Freddie Jenner and/or Jason
Brameld cease to hold employment with any member of the Group,
their respective CP Options will cease to be exercisable.
AIM Application and TVR
Application has been made for the admission to trading on AIM of
the 110,142,286 Consideration Shares which will, upon issue, rank
pari passu with the Company's existing issued ordinary shares.
Admission is expected to become effective and dealings are expected
to commence on 22 March 2023.
Further applications will be notified, as appropriate, in
respect of the issue of up to 3,631,124 Additional Consideration
Shares which may be issued to Participating TFG Option Holders.
The total number of Ordinary Shares in issue following the issue
of the Consideration Shares will be 275,355,938. The Company holds
no shares in treasury. This figure may be used by shareholders as
the denominator for the calculations by which they will determine
if they are required to notify their voting rights interest, or a
change to that interest, in the Company under the FCA's Disclosure
Guidance and Transparency Rules.
Contacts
Aukett Swanke Group Plc +44 (0) 20 7843 3000
Clive Carver, Chairman
Robert Fry, Chief Executive
Strand Hanson Limited, Financial and Nominated Adviser +44 (0)
20 7409 3494
Richard Johnson, James Bellman
Zeus Capital Limited, Broker +44 (0) 20 3829 5000
Simon Johnson, Louisa Waddell
Investor/Media + 44 (0) 7979 604 687
Chris Steele
Additional Information
The following additional information is provided in accordance
with paragraph (g) of Schedule Two of the AIM Rules for
Companies.
Nicholas Clark (aged 48)
Current Directorships/Partnerships Past Directorships/Partnerships
(last five years)
Drumz Plc Ortana Media Group Limited*
--------------------------------
BrightGrow Ltd
--------------------------------
Steampunk Ltd
--------------------------------
Orion Audio Visual Limited*
--------------------------------
Pinnerton Video Systems Limited*
--------------------------------
Awesomestow Properties Ltd*
--------------------------------
Foresight Audio Visual Limited*
--------------------------------
Torpedo Factory Ltd*
--------------------------------
TFG Stage Technology Ltd*
--------------------------------
Gordon Audio Visual Ltd*
--------------------------------
Torpedo Factory Group Limited
--------------------------------
*Subsidiaries or associate investments of Torpedo Factory Group
Ltd
Upon Admission, Nick Clark will be, alongside his family (as
such term is defined in the AIM Rules for Companies), interested in
40,531,539 Ordinary Shares, representing 14.72% of the Company's
issued ordinary share capital, as enlarged by the issue of the
Consideration Shares.
Nick Clark was a director of HVS Media Limited, a company which
became insolvent whilst he was a director. He became a director of
HVS Media Limited when the company was acquired on 4 July 2007 by
TFG for a nominal consideration. It was placed into administration
on 9 May 2008, and while secured creditors were paid in full there
was an estimated shortfall to unsecured creditors of
GBP225,355.
Other than the information contained within this announcement,
there is no further information required to be disclosed pursuant
to paragraph (g) of Schedule Two of the AIM Rules.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them:
a) Name 1. Freddie Jenner
2. Jason Brameld
Reason for the notification
2
-------------------------------------------------------------------------------
a) Position/status 1. PDMR
2. PDMR
----------------------------- ------------------------------------------------
b) Initial notification Initial notification
/Amendment
----------------------------- ------------------------------------------------
Details of the issuer, emission allowance market participant,
3 auction platform, auctioneer
or auction monitor
-------------------------------------------------------------------------------
a) Name Aukett Swanke Group plc
----------------------------- ------------------------------------------------
b) LEI 213800WWNHLPUBSUK220
----------------------------- ------------------------------------------------
Details of the transaction(s): section to be repeated for
4 (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 Options over Ordinary shares of 1p (ISIN:
financial instrument, GB00BYZQM590)
type of instrument
Identification code
b) Nature of the transaction Grant of options
c) Price(s) and volume(s)
----------------- -------------------
Price(s) Volume(s)
----------------- -------------------
1. 1p 1. 3,700,000
2. 1p 2. 4,700,000
----------------- -------------------
d) Aggregated information N/A - single transaction
e) Date of the transaction 20.03.23
f) Place of the transaction Off Exchange
----------------------------- ------------------------------------------------
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END
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