THE INFORMATION CONTAINED WITHIN THIS
ANNOUNCEMENT IS DEEMED BY IMAFIRE 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.
IamFire plc
AQSE: FIRE
(“IamFire plc” or
the “Company”)
Results of
Fundraise
Directorate
Changes
Particulars of the RIS
- The Equity Financing
- Directorate Change & Appointments
- Directors Participation and Related Party Disclosure
- Incoming & Leaving Directors Statements
- Admission and Total Voting Rights
1. Equity Financing
IamFire plc is pleased to announce that it has raised £369,000
before expenses through a placing (the “Placing”) of 12,300,000 new
ordinary shares of 0.1 p each at 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 will
receive warrants to subscribe for one additional new ordinary
share, exercisable at 10 pence per
share for a period ending three years from the date of admission to
AQSE Growth Market of the Placing Shares.
IamFire plc has issued Peterhouse Capital 200,000 Broker
Warrants with a strike price of 10p and a life to expiry of 3-years
from admission of the Placing Shares as part of the consideration
in relation to the Placing.
2. Directorate Changes & Appointments
The Company is also pleased to announce the appointments of Mr
John Taylor and Mr Sandy
Barblett. John Taylor will
join the Board as Executive Director & Sandy Barblett who will
join the Board as Non-Executive Chairman. Neither John Taylor nor Sandy Barblett has any interest
in the share capital of IamFire plc.
Mr John Taylor (Executive
Director)
John's most recent focus has been on assisting small cap listed
companies with their development. Prior to this, he spent 18 months
working in private equity backed portfolio companies, driving
operational turnaround initiatives and implementing costing
systems. He spent over 20 years in the Army Air Corps, leaving in
2015 with the rank of Lieutenant Colonel. Between 2013 and 2015 he
was senior strategic communications officer for the Ministry of
Defence.
John is Chairman of both Asimilar Group plc, an AIM quoted
investing company focused on high growth potential companies in the
disruptive tech space, and Quetzal Capital plc, an AQSE Growth
Market quoted investment company focused on high growth companies
in the technology, eCommerce and lifestyle sciences sectors.
He is also Executive Director of TECC Capital Plc, a SPAC recently
listed on AQSE. In addition, John is a non-executive director
of AIM quoted BrandShield Systems Plc, a brand protection software
business. He is a former non-executive director of AIM quoted
Pathfinder Minerals Plc, Sabien Technology Group plc, an AIM quoted
provider of energy reduction technologies and Bidstack Group Plc,
the AIM quoted in-game advertising company.
Current
Directorships/Partnerships |
Past
Directorships/Partnerships |
Ugly Panda LLP |
Bidstack Group plc |
Asimilar Group plc |
Sabien Technology Group plc |
Brandshield Systems plc |
AS Group Ventures Inc |
|
Pathfinder Minerals plc |
Ignis Capital plc |
IM Minerals Limited |
Quetzal Capital plc
TECC Capital plc |
Blenheim Natural
Resources Limited |
Except as set out above, there is no further information
regarding John Taylor, that is
required to be disclosed pursuant to Rule 4.9 of the AQSE Growth
Market Access Rulebook.
Mr Alexander (Sandy) John Barblett (Non-Executive Chairman)
Sandy has over 25 years of senior management experience across
numerous sectors. He sits as a director and advises companies, both
private and listed, in relation to raising private equity and
general fundraising, admission onto public markets, strategy and
management selection. He spent 10 years in senior management
working for former FTSE250 technology company, Pace plc, including
overseas assignments in the USA
and Hong Kong.
Sandy is a founder and former director of AIM listed Capital
Metals plc and a former non-executive director of Two Shields
Investments plc. Sandy is currently Chairman of Aquis listed Rogue
Baron plc, recently listed SPAC, TECC Capital plc and LSE listed
East Star Resources plc. Sandy has a Bachelor of Business from
Curtin University of Technology in
Perth, Australia, and a Bachelor
of Laws from the University of
Queensland.
Current
Directorships/Partnerships |
Past
Directorships/Partnerships |
East Star Resources plc |
Brandshield Systems plc |
Arwon Capital (UK) Limited |
Capital Metals Limited |
Ironbridge Capital Partners LLP |
Monterey Mining Group Limited |
Rottnest Foundation London |
Solo Oil plc |
Chapter Limited |
Brighton Metals Limited |
Rogue Baron plc |
Blenheim Natural Resources
Limited |
EnviroStream Limited |
|
Except as set out above, there is no further information
regarding Sandy Barblett, that is required to be disclosed pursuant
to Rule 4.9 of the AQSE Growth Market Access Rulebook.
In conjunction with these appointments, Mr Burns Singh
Tennent-Bhohi & Mr Marc T Bamber will retire their
Directorships, effective immediately.
3. Directors Participation & Related Party
Disclosure
The participations of Burns Singh Tennent-Bhohi & Marc T
Bamber in the Placing represent dealings in the capital of the
Company by the retiring Directors.
Upon allotment of the Placing Shares the shareholdings of the
participating, retiring Directors and the related parties mentioned
above shall be as follows:
Director/Related Party |
Shares Currently Held |
Placing Shares |
After Allotment |
Percentage of Enlarged Issued
Share Capital |
(Retiring Director) Burns Singh
Tennent-Bhohi |
3,633,334 |
400,000 |
4,033,334 |
8.58% |
(Retiring Director) Marc T
Bamber |
916,666 |
500,000 |
1,416,666 |
3.01% |
|
|
|
|
|
4. Incoming Executive Director, John Taylor Statement
“I am delighted to be joining the Board of IamFire Plc alongside
Sandy Barblett as we seek to drive forwards the investing policy
and the provision of value to investors. I look forward to
updating the market on our future progress. I would also like
to take this opportunity to thanks Burns and Marc for the
considerable progress achieved to date since they joined the
Company and wish them the best in their future endeavours.”
Retiring Director, Burns Singh Tennent-Bhohi commented,
“I would like to take this
opportunity to thank all shareholders for their support whilst a
Director of IamFire plc. In 2019, when leading the recapitalisation
and restructure of what was formerly Karoo Energy it was critical
that as a Board, we restored the Company and created a new purpose
and presence.
Since 2019, we have completed two
modest equity financings, a back-to-back debt transaction of over
five million pounds and procured investments that provide the
Company exposure to investment themes through WeShop and Bio2pure
that we believe have the ability to attract the attention of global
capital.
As my time as a Director reaches its
natural conclusion, my support continues as a shareholder. I wish
John & Sandy all the best upon appointment and look forward to
what the future holds for IamFire plc.”
5. Admission of Shares and Enlarged Voting Rights
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 15th October
2021. 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.
Following the admission of the 12,300,000 Placing Shares,
IamFire plc’s issued ordinary share capital shall consist of
47,014,017 ordinary shares of 0.0025
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.
London, 20th September 2021
The Directors of the Company, who have
issued this RIS announcement after due and careful enquiry, accept
responsibility for its content.
REGULATORY ANNOUNCEMENT ENDS
Enquiries:
Company:
John Taylor (Executive
Director)
John.taylor@iamfireplc.com
Sandy Barblett (Non-Executive Chairman)
Sandy.barblett@iamfireplc.com
Peterhouse Capital Limited
Corporate Advisor :
Guy Miller: + 44 (0) 20 7469 0930
(Direct)
Corporate Broker:
Lucy Williams: +44 (0) 20 7469
0930
Duncan Vasey: +44 (0) 20 7220 9797
(Direct)