TIDMTMOR
RNS Number : 3729A
More Acquisitions PLC
22 January 2024
January 22(nd) 2024
More Acquisitions Plc
("More Acquisitions" or the "Company")
Placing at 1p per share
Board Changes
The Directors of More Acquisitions Plc (LSE: TMOR) are delighted
to announce a placing as well as board changes designed to
facilitate the Company's next phase of growth.
Highlights
-- Appointment of two highly experienced company directors to
the TMOR board. Neil Sinclair will move to Executive Chairman and
Stanley Davis as non-executive director.
-- Fundraising of GBP312,240 through the issue of 31,224,000 new
ordinary shares of GBP0.01 each at a price of 1p per share
("Placing Shares") with 2 free attaching warrants for every 1
Placing Share issued exercisable at 1.5p (exercisable at any time
during the 60-month period from 4 March 2022). These options are on
identical terms to those granted to investors at the time of the
Company's IPO.
-- Current director Charles Goodfellow will remain on the board
with Roderick McIllree retiring effective immediately.
Rod McIllree, Executive Director of More Acquisitions plc,
said:
"Today marks a significant point in the evolution of More
Acquisitions. The appointment of Neil and Stanley to the Board of
the Company marks an exciting step towards the execution of a
reverse take-over which is expected to be value enhancing for all
stakeholders. They begin their tenure on a positive note by
investing in the Company at a significant premium to the market
thereby confirming their faith in their stated objective of value
creation. I am very confident I leave the company in good hands and
look forward to continuing as a shareholder as it now moves through
these next value enhancing steps."
Board Restructuring
The Company is pleased to announce the appointment of Neil
Sinclair as the Company's new Executive Chairman, and Stanley Davis
as a Non-executive Director to the Board.
Neil Sinclair - Executive Chairman
Neil Sinclair has over 60 years' experience in the real estate
sector. He was a co-founder of Sinclair Goldsmith, Chartered
Surveyors, which was admitted to the Official List in 1987. It
subsequently merged with Conrad Ritblat in 1993, when he became
Executive Deputy Chairman. Neil was appointed Chairman of Baker
Lorenz, surveyors in 1999, which was sold to Hercules Property
Services plc in 2001. He was appointed a non-executive director of
Tops Estates plc in 2003 and remained so until it was sold to Land
Securities plc in 2005. He co-founded Palace Capital plc with
Stanley Davis in July 2010 and helped build a GBP280m property
portfolio. He served as Chief Executive Officer until June
2022.
In respect of paragraphs 9.6.13(1) to 9.6.13(6) of the Financial
Conduct Authority's Listing Rules, the below details all
directorships held by the director in any other publicly quoted
company at any time in the previous five years:
Current directorships Previous directorships
Fortune Green Capital Group Ltd Palace Capital plc
Pristine Capital Ltd HQ Waverley Residential Limited
Sinclair Goldsmith & Co Ltd HQ Victoria Residential Limited
London Active Management Limited HQ Kings Residential Limited
(none of the above are publicly HQ Hudson Quarter Estate Limited
quoted)
Clubcourt Limited
One Derby Square Limited
Palace Capital (Properties) Limited
Palace Capital (Signal) Ltd
Palace Capital (Halifax) Limited
Palace Capital (Newcastle) Limited
Palace Capital (Manchester) Limited
Palace Capital (Developments) Limited
Palace Capital (Dartford) Limited
Palace Capital (York) Limited
Palace Capital (Northampton) Limited
Palace Capital (Leeds) Limited
Property Investment Holdings Limited
Meadowcourt Management (Meadowhall)
Limited
Roma Capital Group Ltd
Variety, The Children's Charity
Variety Events Limited
HBP Services Limited
Stanley Davis - Non-Executive Director
Stanley Davis is a successful entrepreneur who has been involved
in the City of London since 1977. He founded a company registration
agent, Stanley Davis Company Services Limited, which he sold in
1988. In 1990 he became Chief Executive of a small share
registration company which became known as IRG plc. It acquired
several businesses including Barclays Bank Registrars and was sold
in April 2000 for a substantial sum to the Capita Group plc. He was
Chairman of Stanley Davis Group Limited specialising in company
formations, property & company searches. It was sold in June
2020 to Dye & Durham listed on the Toronto Stock Exchange. He
co-founded Palace Capital plc with Neil Sinclair in July 2010 and
helped build a GBP280m property portfolio. He served as Chairman
until December 2021.
Current directorships Previous directorships
Witfit Ltd Palace Capital plc
Mill Hill Place Limited University Jewish Chaplaincy
International Business Development Palace Capital (Halifax) Limited
Consultants Limited
Strategic Global Investments Limited Palace Capital (Leeds) Limited
Unitguide Limited Palace Capital (Manchester) Limited
(none of the above are publicly Palace Capital (Signal) Ltd
quoted)
One Derby Square Limited
Property Investment Holdings Limited
Palace Capital (Properties) Limited
Palace Capital (Northampton) Limited
Palace Capital (Dartford) Limited
Palace Capital (Newcastle) Limited
Palace Capital (Developments) Limited
R.T Warren (Investments) Limited
Meadowcourt Management (Meadowhall)
Limited
Stanley Davis Group Limited
Buckingham Gate (SW1) LLP
102 Jermyn Street LLP
There is no further information in respect of the appointment of
Neil Sinclair and Stanley Davis which would require disclosure
under Listing Rule 9.6.13 R (1) - (6).
Rod McIllree, Executive Director of the Company has retired from
the Board to pursue other business interests. The Board would like
to thank Rod for his stewardship of the Company to date and wish
him the best in his future endeavours.
The Board of the Company will now comprise Charles Goodfellow as
non-executive director, Neil Sinclair as executive chairperson, and
Stanley Davis as non-executive director.
Placing Details
This fundraise involves an investment by Neil Sinclair ( aged
80) and Stanley Davis (aged 85), both incoming directors of More
Acquisitions, for 10,408,000 new ordinary shares each in the
Company (the "Director Shares"), at a placing price of 1p each.
The Proceeds of the Placing, less expenses, will be utilised for
general working capital requirements and to ensure the Company
retains sufficient funds to meet the anticipated costs involved in
any future acquisition. The Company has issued 4,500,000 new
Ordinary shares at the Placing Price to the Company's Broker to
cover commissions and fees associated with advisory services ("Fee
Shares").
Completion of the Placing is conditional on, inter alia:- the
Placing Shares and the Fee Shares being admitted to listing on the
Official List (standard listing segment) and to trading on the
London Stock Exchange's main market for listed securities on or
around 26 January 2024.
Applications will be made to the FCA and to the London Stock
Exchange for Admission in respect of the Placing Shares and Fee
Shares proposed to be issued on completion of the Placing. It is
expected that Admission will become effective, and that dealings in
the Placing Shares and Fee Shares are expected to commence, at 8.00
a.m. on 26 January 2024.
The rights attached to the Placing Shares and Fee Shares will be
uniform in all respects and all of the new Placing Shares will rank
pari passu and form a single class for all purposes with the
existing issued shares of GBP0.01 par value in the Company.
Warrants
As part of the placing, the Company has issued 62,448,000
warrants to placees, being 2 warrants for every 1 Placing Share
issued, exercisable at 1.5p either in whole or in part for a period
of 5 years from issuance. The warrants have an accelerator clause
which applies if the Company announces and signs a sale and
purchase agreement within 60 months of Admission. The Company will
serve notice on the warrant holders to exercise their warrants in
this event. When the Company serves notice, any warrants remaining
unexercised after 7 calendar days following the notification of the
notice will be cancelled.
Director Dealings
Following the placing and, the Directors' holdings of Ordinary
Shares are as follows:
Name Previous Holding Placing Total Holding Percentage Holding
Neil Sinclair 100,000 10,408,000 10,508,000 6.54%
----------------- ----------- -------------- -------------------
Charles Goodfellow 1,454,545 - 1,454,545 0.90%
----------------- ----------- -------------- -------------------
Stanley Davis - 10,408,000 10,408,000 6.48%
----------------- ----------- -------------- -------------------
Total Voting Rights
Following Admission, the Company will have 160,724,100 ordinary
shares of GBP0.01 par value on issue, each with one vote per share
(and none of which are held in treasury). The total number of
voting rights in the Company is therefore 160,724,100. This figure
of 160,724,100 may be used by shareholders in the Company as the
denominator for calculations to determine if they have a notifiable
interest in the share capital of the Company under the Disclosure
Guidance and Transparency Rules, or if such interest has
changed.
For further information, please visit
http://www.moreacquisitions.co.uk/ or contact the following:
More Acquisitions plc
Rod McIllree/ Charles Goodfellow
Peterhouse Capital Limited +44 (0)20 7469 0930
Financial Adviser
Narisha Ragoonanthun/ Guy Miller/ Brefo Gyasi
Broker
Lucy Williams/ Duncan Vasey
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, or vote in any manner, any securities
pursuant to this announcement or otherwise. The distribution of
this announcement in jurisdictions outside the United Kingdom may
be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction. The following information relating to the transaction
by Directors have been filed with the Financial Conduct Authority
in accordance with Article 19(1) of UK MAR.
Notification and public disclosure of transactions by persons discharging managerial responsibilities
and persons closely associated with them.
1 Details of the person discharging managerial responsibilities / person closely associated
-------------------------------------------------------------------------------------------------------------
a) Name Ronald Neil Sinclair
------------------------------------------------------------ -----------------------------------------------
2 Reason for the notification
-------------------------------------------------------------------------------------------------------------
a) Position/status Executive Chairman of More Acquisitions Plc
------------------------------------------------------------ -----------------------------------------------
b) Initial notification /Amendment
Initial
------------------------------------------------------------ -----------------------------------------------
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
-------------------------------------------------------------------------------------------------------------
a) Name More Acquisitions Plc
------------------------------------------------------------ -----------------------------------------------
b) LEI 213800UCZMSGWTYROR59
------------------------------------------------------------ -----------------------------------------------
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 the financial instrument, type of instrument Ordinary Shares of GBP0.01 each
Identification code
ISIN: GB00BMWKKM32
------------------------------------------------------------ -----------------------------------------------
b) Nature of the transaction Acquisition of new Ordinary Shares
------------------------------------------------------------ -----------------------------------------------
c) Price(s) and volume(s) 10,408,000 Ordinary Shares at 1pence per share
------------------------------------------------------------ -----------------------------------------------
d) Aggregated information
- Aggregated volume
- Price
------------------------------------------------------------ -----------------------------------------------
e) Date of the transaction 19 January 2024
------------------------------------------------------------ -----------------------------------------------
f) Place of the transaction Main Market
------------------------------------------------------------ -----------------------------------------------
Notification and public disclosure of transactions by persons discharging managerial responsibilities
and persons closely associated with them.
1 Details of the person discharging managerial responsibilities / person closely associated
--------------------------------------------------------------------------------------------------------------
a) Name Stanley Harold Davis
------------------------------------------------------------ ------------------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------------------------------------------
a) Position/status Non-Executive Director of More Acquisitions Plc
------------------------------------------------------------ ------------------------------------------------
b) Initial notification /Amendment
Initial
------------------------------------------------------------ ------------------------------------------------
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer
or auction monitor
--------------------------------------------------------------------------------------------------------------
a) Name More Acquisitions Plc
------------------------------------------------------------ ------------------------------------------------
b) LEI 213800UCZMSGWTYROR59
------------------------------------------------------------ ------------------------------------------------
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 the financial instrument, type of instrument Ordinary Shares of GBP0.01 each
Identification code
ISIN: GB00BMWKKM32
------------------------------------------------------------ ------------------------------------------------
b) Nature of the transaction Acquisition of new Ordinary Shares
------------------------------------------------------------ ------------------------------------------------
c) Price(s) and volume(s) 10,408,000 Ordinary Shares at 1pence per share
------------------------------------------------------------ ------------------------------------------------
d) Aggregated information
- Aggregated volume
- Price
------------------------------------------------------------ ------------------------------------------------
e) Date of the transaction 19 January 2024
------------------------------------------------------------ ------------------------------------------------
f) Place of the transaction Main Market
------------------------------------------------------------ ------------------------------------------------
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END
IOEPPURPGUPCGBG
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January 22, 2024 02:00 ET (07:00 GMT)
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