Publication of Prospectus

RNS Number : 1418S

Path Investments plc

12 March 2021

 

12 March 2021

Path Investments plc
("Path" or the "Company")

Publication of Prospectus,
Update on Fundraise,

Appointment of Director
and

Issue of Shares and Options to Directors

Path Investments plc (TIDM: PATH) , the energy and natural resources investment company, is pleased to announce, further to the announcements on 19 and 26 February 2021 in respect of a placing and subscription for, in aggregate, £3.85 million before expenses (the "Fundraise"), the publication of a prospectus, as approved by the Financial Conduct Authority ("FCA"), in connection with the admission of new Ordinary Shares to trading on the Standard Segment of the Official List and the Main Market of the London Stock Exchange ("Admission" and the "Prospectus").

Any capitalised terms used but not otherwise defined in this announcement have the meaning set out in the Prospectus.

The Fundraise and Issue of Shares and Warrants

The Company will be issuing 1,540,000,000 new Ordinary Shares at an issue price of 0.25 pence each in connection with the Fundraise (the "Investor Shares").  The Fundraise is conditional on Admission and consequently completion of the Fundraise is expected to occur on 18 March 2021.

In addition, participants in the Fundraise will be issued with one warrant for every two new Ordinary Shares subscribed for with an exercise price of 0.25 pence per new Ordinary Share and one warrant for every two new Ordinary Shares subscribed for with an exercise price of 0.5 pence per new Ordinary Share. The warrants will have a five-year exercise period from Admission.

In connection with the Fundraise, ETX Capital will on Admission be issued with warrants to subscribe for up to 40,800,000 new Ordinary Shares at an exercise price of 0.25 pence per Ordinary Share. These warrants are exercisable at any time from the date of Admission to the fifth anniversary of Admission.

The proceeds of the Fundraise will be used to pay for:

· the expenses of the Fundraise and Admission which are expected to be in the region of £534,000;

· to pay certain outstanding trade creditors, principally advisory fees and up-front deal costs totalling £279,591;

·   t o redeem certain Convertible Loan Stock totalling £160,000;

· to pay both internal and external costs for future asset acquisition identification, analysis and negotiation; and

· for general working capital purposes of the business.

In addition to the Investor Shares, the Company will be issuing 151,533,333 new Ordinary Shares to certain of the Company's trade creditors in satisfaction of sums owed to them (the "Settlement Shares") and 130,520,000 new Ordinary Shares following conversion of £108,767 (nominal value) of Convertible Loan Stock (the "Conversion Shares"). Following this conversion and repayment of the remaining Convertible Loan Stock from the Fundraise proceeds, the Company will no have outstanding Convertible Loan Stock.

Further information related to the Fundraise and issue of new Ordinary Shares is set out in the Prospectus.

Appointment of Director

Further to the Company's announcement on 30 September 2020, it is pleased to confirm that Nicholas Tulloch's appointment as a director of the Company will be effective from Admission.

Director's interests

Certain directors have waived, subject to Admission, accrued salary and have been issued options in the Company as follows:

Directors-ShareOptions
Option holder	ShareOptions	ExercisePrice	ExercisePeriod
Christopher Theis	739,520,000	£0.001	10yearsfrom Admission
BrentFitzpatrick	162,820,000	£0.001	10yearsfromAdmission
JohnAllardyce	62,500,000	£0.001	10yearsfromAdmission

Additionally, certain directors have converted Convertible Loan Stock into new Ordinary Shares (which is included in the conversion detailed above). The details of their conversions are:

Holder	Conversion Shares
Christopher Theis	1,200,000
BrentFitzpatrick (1)	55,320,000
JohnAllardyce	6,000,000

(1) Brent Fitzpatrick will be issued 33,720,000 new Ordinary Shares, 6,000,000 to Alexander Fitzpatrick (Brent Fitzpatrick's son), 9,600,000 to Pondermatters Limited (a company ultimately owned by Brent Fitzpatrick) and 6,000,000 to Ocean Park Developments Limited (a company ultimately owned by Brent Fitzpatrick)

The resultant holdings of the directors in the Company, as at Admission, are set out below.

Director	OrdinaryShares	Share Options	Fully diluted shareholding  at Admission
Christopher Theis	60,995,589	780,020,000	16.8%
BrentFitzpatrick	57,336,875	162,820,000	4.4%
JohnAllardyce	6,000,000	62,500,000	1.40%
NicholasTulloch	0	0	0

The notifications shown below, made pursuant to Article 19(3) of the Market Abuse Regulation, provides further details of the directors' transactions. 

Availability of the Prospectus

The Prospectus has been approved by the FCA will be available shortly electronically from the Company's website at www.pathinvestmentsplc.com and at the National Storage Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

Admission and Total Voting Rights

A total of 1,822,053,333 new Ordinary Shares in the capital of the Company will be admitted to trading on Standard Segment of the Official List and the Main Market of the London Stock Exchange at 8.00 a.m. on 18 March 2021 .

On Admission, the Company's issued share capital will consist of 2,029,463,802 ordinary shares.  The Company does not hold any Ordinary Shares in Treasury. The total voting rights from Admission will therefore be 2,029,463,802 ordinary shares. This figure above may be used by shareholders from 18 March 2021 as the denominator for the calculations by which they determine if they are required to notify their interest in, or change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Share Statistics

Number of Existing Ordinary Shares	207,410,469
Number of Investor Shares	1,540,000,000
Number of Settlement Shares	151,533,333
Number of Conversion Shares	130,520,000
Enlarged Share Capital	2,029,463,802
Number of Warrants outstanding at Admission	1,620,800,000
Number of Share Options outstanding at Admission	1,363,097,500
Fully Diluted Share Capital (assuming all outstanding Share Options and Warrants are exercised)	5,013,361,302

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU No. 596/2014) which is part of UK law by virtue of the European Union (withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

For further information please contact:

Path Investments plc	C/O IFC
Christopher Theis Jack Allardyce
IFC Advisory (Financial PR & IR)	020 3934 6630
Tim Metcalfe Zach Cohen
Grant Thornton UK LLP (Financial Adviser) Jamie Barklem Samantha Harrison Harrison Clarke	020 7383 5100
ETX Capital (Broker)	020 7392 1400
Elliot Hance

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	Christopher Theis
2.	Reason for the Notification
a)	Position/status	Chief Executive Officer
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Path Investments plc
b)	LEI	21380058VQBP76M7TN11
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	Grant of Options over Ordinary Shares of £0.001 each
	Identification code	GB00BYQD5059
b)	Nature of the transaction	Grant of Options
c)	Price(s) and volume(s)	Price Volume  nil 739,520,000
d)	Aggregated information:  · Aggregated volume  · Price	N/A
e)	Date of the transaction	18 March 2021
f)	Place of the transaction	Outside of trading venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	JohnAllardyce
2.	Reason for the Notification
a)	Position/status	Executive Director
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Path Investments plc
b)	LEI	21380058VQBP76M7TN11
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	Grant of Options over Ordinary Shares of £0.001 each
	Identification code	GB00BYQD5059
b)	Nature of the transaction	Grant of Options
c)	Price(s) and volume(s)	Price Volume  nil 62,500,000
d)	Aggregated information:  · Aggregated volume  · Price	N/A
e)	Date of the transaction	18 March 2021
f)	Place of the transaction	Outside of trading venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Brent Fitzpatrick
2.	Reason for the Notification
a)	Position/status	Chairman
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Path Investments plc
b)	LEI	21380058VQBP76M7TN11
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	Grant of Options over Ordinary Shares of £0.001 each
	Identification code	GB00BYQD5059
b)	Nature of the transaction	Grant of Options
c)	Price(s) and volume(s)	Price Volume  nil 162,820,000
d)	Aggregated information:  · Aggregated volume  · Price	N/A
e)	Date of the transaction	18 March 2021
f)	Place of the transaction	Outside of trading venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Christopher Theis
2.	Reason for the Notification
a)	Position/status	Chief Executive Officer
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Path Investments plc
b)	LEI	21380058VQBP76M7TN11
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	Conversion of convertible loan stock
	Identification code	GB00BYQD5059
b)	Nature of the transaction	Grant of Options
c)	Price(s) and volume(s)	Price Volume  0.25 pence 1,200,000
d)	Aggregated information:  · Aggregated volume  · Price	N/A
e)	Date of the transaction	18 March 2021
f)	Place of the transaction	Outside of trading venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	John Allardyce
2.	Reason for the Notification
a)	Position/status	Executive Director
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Path Investments plc
b)	LEI	21380058VQBP76M7TN11
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	Conversion of convertible loan stock
	Identification code	GB00BYQD5059
b)	Nature of the transaction	Grant of Options
c)	Price(s) and volume(s)	Price Volume  0.25 pence 6,000,000
d)	Aggregated information:  · Aggregated volume  · Price	N/A
e)	Date of the transaction	18 March 2021
f)	Place of the transaction	Outside of trading venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	BrentFitzpatrick
2.	Reason for the Notification
a)	Position/status	Chairman
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Path Investments plc
b)	LEI	21380058VQBP76M7TN11
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	Conversion of convertible loan stock
	Identification code	GB00BYQD5059
b)	Nature of the transaction	Grant of Options
c)	Price(s) and volume(s)	Price Volume  0.25 pence 55,320,000
d)	Aggregated information:  · Aggregated volume  · Price	N/A
e)	Date of the transaction	18 March 2021
f)	Place of the transaction	Outside of trading venue

 

END

 

 

PDILLLFFFXLZBBD