TIDMMOGP
RNS Number : 0806R
Mountfield Group plc
03 March 2021
3 March 2021
Mountfield Group Plc
("Group" or "Company")
Completion of Disposals, Directorate Changes and Grant of
Options
Further to the announcement of 2 March 2021, Mountfield Group
Plc announces, , the completion of the disposal of Mountfield
Building Group Limited ("MBG") and Connaught Access Flooring
Holdings Limited ("Connaught") ("Completion") and directorate
changes.
Following Completion, the Company has been designated as a Cash
Shell pursuant to AIM Rule 15. As such, the Company must make an
acquisition or acquisitions which constitute a reverse takeover
under Rule 14 of the AIM Rules or be re-admitted to trading on AIM
as an investing company under the AIM Rules (which requires the
raising of at least GBP6 million) within six months failing which
trading in the Company's shares on AIM will be suspended pursuant
to Rule 40 of the AIM Rules. Admission to trading on AIM would be
cancelled six months from the date of suspension, should the reason
for the suspension not have been rectified.
It is the intention of the board to commence the process of
identifying suitable acquisition targets immediately.
Directorate Changes
As previously announced, Andy Collins has resigned as Chief
Executive Officer of the Company and Graham Read has resigned as
Executive Director the Company with immediate effect. Simon
Grant-Rennick and Nigel Fitzpatrick have been appointed to the
board as non-executive directors with immediate effect. Peter Jay,
currently a non-executive director, has become an executive
director.
Simon Grant-Rennick graduated from the Cambourne School of Mines
(Bsc Mining Engineering, ACSM) and has been actively involved in
the mining and metal trading industry for over 30-years. During
this time Simon has served Board & Management roles for both
private and public (LSE, ASX, AQSE) entities globally. Mr
Grant-Rennick founded and ran Portsmouth Metals Limited in Bermuda,
a trader in rare earth minerals, which he sold to Ferromet Group
Plc. Mr Grant-Rennick maintains a number of board and management
roles across industries including agriculture, property and
technology. Among his current company directorships, he is the
Chairman of, AQSE quoted, Evrima plc, and a non-executive director
of AIM quoted All Active Asset Capital Limited. He was also interim
chairman of QX Resources Limited (previously Black Mountain
Resources Ltd), listed on the ASX and is an adviser to several
companies in the industrial minerals' field.
Nigel Fitzpatrick (known as Brent) has as over 20 years'
experience as a corporate finance consultant and brings with him
considerable quoted company experience, with current directorships
including Lombard Capital plc, Path Investments plc and Vela
Technologies plc. He has been instrumental in advising a number of
companies on their acquisitions, funding and subsequent flotations.
Mr Fitzpatrick was Chairman of Global Marine Energy plc, an AIM
traded oil services company. He was also Chairman of RiskAlliance
Group Limited and Powerhouse Energy Group plc. He is a member of
the Audit Committee Institute. In the Queen's Birthday Honours List
2012, Mr Fitzpatrick was awarded an MBE for services to
education.
Additional Disclosures
The following information is disclosed pursuant to Schedule Two
paragraph (g) of the AIM Rules of Companies:
Simon Grant-Rennick
Simon Richard de Clanay Grant-Rennick, aged 63, has held the
following current and former directorships in the past five
years:
Current directorships and/or Former directorships and/or partnerships
partnerships: (within the last five years):
African Tree Nuts Limited Barnardo Capital Limited
ASP Corp Ltd Force Commodities Ltd
Elk Investments Limited Glyncastle PLC
Evrima PLC Glyncastle Resource Limited
Gunmakers Hall Limited Jacoma Estates Limited
IMFH Limited Kardav Limited
IM Performance Minerals Limited QX Resources Limited
Langleycourt Properties Limited
Quetzal Capital PLC
Selection Mines Limited
All Active Asset Capital Limited
Mr Grant-Rennick was a director of Glyncastle plc (previously
Unity Power plc) and two of its subsidiaries, Glyncastle Mining
Limited (previously Horizon Mining Limited) and Glyncastle Resource
Limited (previously Unity Mine Limited), when these three companies
went into administration on 30 October 2013. Statements of affairs
for each of these companies dated 13 December 2013 stated an
aggregate estimated deficiency as regards creditors of
GBP172,966,671. A Receiver was appointed to Glyncastle plc on 23
May 2018 and Mr Grant-Rennick ceased to be a director of this
company on 27 January 2020. Glyncastle Mining Limited and
Glyncastle Resource Limited both entered into Company Voluntary
Arrangements on 7 October 2016 and Mr Grant-Rennick ceased to be a
director of both companies on 24 January 2018.
Mr Grant-Rennick was a director of Oakland Investments (UK)
Limited from 30 January 1995 until 8 August 1995. This company
entered into voluntary creditors liquidation on 14 November
1995.
Mr Grant-Rennick does not currently hold any ordinary shares in
the Company.
Nigel Fitzpatrick
Nigel Brent Fitzpatrick , aged 71, has held the following
current and former directorships in the past five years:
Current directorships and/or partnerships: Former directorships and/or partnerships
(within the last five years):
Aboyne-Clyde Rubber Estates of Alpha Returns Group PLC
Ceylon Limited
Dixons Academies Trust Ltd Forward Catering (Yorkshire) Ltd
LCP Financial Limited J Burdon & Partners Limited
Lombard Capital PLC Mesh Holdings PLC
Low Wave Limited Optometrics Corporation
National Governance Association Powerhouse Energy Group PLC
Path Investments PLC Puzzlebox Limited
Path Investments USA Holdings Ltd Riskalliance Consulting Limited
Pennine Academies Yorkshire Riskalliance Finance Ltd
Pondermatters Limited Riskalliance Group Limited
Powerhouse Energy UK Limited Riskalliance Management Services
Ltd
SPV2020 Ltd Tim (My Life Is Brilliant) Limited
Waste and Recycling Solutions Ltd Wakefield City Academies Trust
Wey Education Schools Trust Vordere Limited
Vela Technologies PLC
Nigel Brent Fitzpatrick was a director of Onyx Media Limited
(Company Number 02661328), from 1 May 2003 until 15 June 2005. An
administrative receiver of Onyx Media Limited was appointed on 20
July 2005 and the company was dissolved on 7 April 2011 with a
deficiency with regards to creditors of GBP0.4 million.
Nigel Brent Fitzpatrick was a director of NIM Engineering
Limited (Company Number 02921486), from 29 January 2004. An
administrative receiver of NIM Engineering Limited was appointed on
20 March 2007 and the company was dissolved on 3 January 2014 with
a deficiency with regards to creditors of GBP3.6 million.
Nigel Brent Fitzpatrick was a director of Conferaccom Limited
(Company Number 03952023), a subsidiary of Real Affinity plc, from
22 February 2008 to 14 August 2008. An administrative receiver was
appointed on 28 May 2008. The Company was dissolved on 19 May 2015
with a deficiency with regards to creditors of GBP4.0 million.
Nigel Brent Fitzpatrick was a director of Holly Benson
Communications Limited (Company Number 02546123), a subsidiary of
Real Affinity plc, from 22 February 2008 until 1 October 2008. An
administrative receiver of Holly Benson Communications Limited was
appointed on 28 November 2008 and the company was subsequently
dissolved on 15 November 2011 with a deficiency with regards to
creditors of GBP1.3 million.
Nigel Brent Fitzpatrick was a director of Real Affinity plc
(Company Number 03471448) from 14 March 2001 to 1 October 2008. An
administrative receiver of Real Affinity plc was appointed on 28
November 2008 and the company was dissolved on 16 March 2010 with a
deficiency to creditors of GBP1.3 million.
Mr Fitzpatrick holds no shares in the Company. A family company,
of which Mr Fitzpatrick is a minority shareholder, owns 17,721,519
shares in the Company.
There is no further information to be disclosed in relation to
AIM Rule 17 or paragraph (g) of Schedule Two of the AIM Rules for
Companies.
Grant of Options
As part of the terms of appointment for the directors, options
over 6 per cent. of the Company's issued share capital have been
award to directors as follows:
Name Number of Options Options awarded
awarded as percentage of
issued share capital
(following Admission)
Peter Jay 46,305,478 2.5%
------------------- -----------------------
Brent Fitzpatrick 32,413,835 1.75%
------------------- -----------------------
Simon Grant-Rennick 32,413,835 1.75%
------------------- -----------------------
There are no existing options in issue. The options granted are
exercisable at the a price of 0.1975 pence each, vest immediately
and may be exercised prior to (and including) the day falling on
the first anniversary of grant. If an option holder leaves the
Company, such option holder may, at the discretion of the board,
retain any vested share options.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 (which forms part of
domestic UK law pursuant to the European Union (Withdrawal) Act
2018).
For further information, please contact:
Mountfield Group Plc 07500 558 235
Peter Jay, Chairman
Cairn Financial Advisers LLP 020 7213 0880
Jo Turner / Sandy Jamieson
Peterhouse Capital Limited 020 7469 0930
Lucy Williams / Duncan Vasey
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1 Details of the persons discharging managerial responsibilities
/ person closely associated
a) Name a. Peter Jay
b. Brent Fitzpatrick
c. Simon Grant-Rennick
-------------------------- --------------------------------------------------
2 Reason for the notification
------------------------------------------------------------------------------
a) Position/Status a. Executive Director
b. Non-executive Director
c. Non-executive Director
-------------------------- --------------------------------------------------
b) Initial notification/ Initial notification
Amendment
-------------------------- --------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------------
a) Name Mountfield Group Plc
-------------------------- --------------------------------------------------
b) LEI 213800IM978BOB5QZA69
-------------------------- --------------------------------------------------
4 Details of the transaction(s): section to be repeated for (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 Options over ordinary shares
the financial
instrument, type
of
instrument
GB00B3CQW227
Identification
code
-------------------------- --------------------------------------------------
b) Nature of the transaction Grant of share options
-------------------------- --------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
a. Exercise price: GBP0.001975 46,305,478
b. Exercise price: GBP0.001975 32,413,835
c. Exercise price: GBP0.001975 32,413,835
------------
-------------------------- --------------------------------------------------
d) Aggregated information
* Aggregated volume
111,133,148
GBP0.001975
* Price
-------------------------- --------------------------------------------------
e) Date of transaction 3 March 2021
-------------------------- --------------------------------------------------
f) Place of transaction London Stock Exchange
-------------------------- --------------------------------------------------
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END
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