Admission of Shares and other matters

RNS Number : 6630Y

Nightcap PLC

14 May 2021

 

14 May 2021

Nightcap plc

("Nightcap" or the "Company") 

Admission of Shares

Director and PDMR Shareholdings

Grant of shares options

and

Circular to Shareholders

Nightcap (AIM: NGHT) is pleased to announce that, following the admission of the 4,761,905 Initial Consideration Shares and 1,976,190 Debt Conversion Shares ("Acquisition Shares") to trading on AIM at 8.00 a.m. this morning, completion of the Acquisition of the Adventure Bar Group (as announced on 4 May 2021) has taken place. Admission of 22,437,502 First Placing Shares to trading on AIM also occurred at 8.00 a.m. this morning.

The Company's issued ordinary share capital now consists of 164,434,435 Ordinary Shares with voting rights (the "Enlarged Share Capital"). The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights is 164,434,435. The above figure of 164,434,435 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Interests of Directors and persons discharging managerial responsibilities (PDMRs)

Nightcaps' Directors now have the following percentage interests in the Enlarged Share Capital following the issue of the First Placing Shares and the Acquisition Shares:

	Following First Placing Admission and Acquisition Shares Admission
Director	Number of Ordinary Shares held	Percentage of Enlarged Share Capital
Michael Willingham-Toxvaerd	12,552,501	7.63%
Sarah Willingham-Toxvaerd	21,686,584	13.19%
Tobias Van der Meer	9,050,000	5.50%
Lance Moir	360,000	0.22%
Thi-Hanh Jelf	180,000	0.13%

Certain of Nightcap's persons discharging managerial responsibilities (PDMRs) now have the following interests in the Enlarged Share Capital :

	Following First Placing Admission and Acquisition Shares Admission
	Number of Ordinary Shares held	Percentage of Enlarged Share Capital
PDMRs
John James Goodman*	16,032,157	9.75%
James Hopkins	8,105,810	4.93%
Tobias Jackson	1,277,433	0.78%
Thomas Kidd	1,668,737	1.01%

* Includes 901,312 Ordinary Shares held by CGCC Ltd which is beneficially owned and controlled by John James Goodman.

Grant of Options

The Company announces also that it has today granted a total of 4,679,988 Share Options (the "EMI Options") under the Company's EMI Option Plan. 

All of the EMI Options have been granted with an exercise price of 25 pence, representing the closing mid-market price on the day prior to the date of grant. The EMI Options will become exercisable from the third anniversary of the grants until the tenth anniversary of the date of the grants, but will only be exercisable when and if the Company was profitable in the prior accounting year (for these purposes, "profitable" means taking the Company's reported consolidated profit before tax for the relevant prior accounting year and adding back interest, depreciation and amortisation, exceptional items and non-recurring costs). Further details of the terms of the Company's Share Option Plan can be found in paragraph 11 of Part VII of the Company's Admission Document dated 7 January 2021.

Of the total EMI Options granted today, an aggregate of 1,999,992 EMI Options have been granted to Thomas Kidd and Tobias Jackson, both of whom are Co-Managing Directors of Adventure Bar Group and 999,996 EMI Options are being granted to Dawn Donahoe, Managing Director of The London Cocktail Club, all of whom are persons discharging managerial responsibilities ("PDMRs"). The other 1,680,000 EMI Options have been granted to employees of the Company's subsidiaries The London Cocktail Club Ltd and +Venture Battersea Ltd.

The FCA notification, made in accordance with the requirements of the UK Market Abuse Regulation is appended further below.

Posting of Circular and Notice of General Meeting

The Company also announces that it will send a circular today to shareholders (the "Circular") which includes a notice of General Meeting to be held in connection with the Second Placing at the offices of Allenby Capital Limited, 5th Floor, 5 St Helen's Place, London EC3A 6AB at 10:00 a.m. (UK time) on 1 June 2021.

As a result of the ongoing nature of the COVID-19 pandemic, and in line ‎with the UK Government's restrictions and guidelines on public gatherings‎, the Board has decided to hold the General Meeting as a closed meeting with only the requisite Company personnel attending to enable the formal business of the General Meeting to be conducted. As a result, shareholders should not attend the General Meeting in person and are strongly encouraged to submit their votes by appointing the Chairman of the meeting as their proxy.

A copy of the Circular will be available to download shortly from the Company's website at: https://nightcapplc.com/  

Capitalised terms in this announcement shall have the meanings given to such terms in the announcement issued by the Company dated 12 May 2021 unless otherwise defined herein.

For further enquiries:

Nightcap plc Sarah Willingham   -Toxvaerd   /  Toby Rolph / Gareth Edwards	c/o Fleet Street Communications
Allenby Capital Limited (Nominated Adviser and Broker) Nick Naylor / Alex Brearley (Corporate Finance) Matt Butlin / Amrit Nahal / Tony Quirke (Sales and Corporate Broking)	[phone] www.allenbycapital.com
Fleet Street Communications (Financial PR) Mark Stretton / Mike Berry	[phone] www.fsc.uk.com

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	Thomas Kidd
2.	Reason for the Notification
a)	Position/status	Co-Managing Director, Adventure Bar Group
b)	Initial notification/Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Nightcap plc
b)	LEI	213800MVK2M2T12TZA46
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 1p each
	Identification code	ISIN: GB00BLKGVD49
b)	Nature of the transaction	Grant of options
c)	Price(s) and volume(s)	Price(s) Volume(s) Exercise price of 25 pence per share 999,996
d)	Aggregated information: -  Aggregated volume -  Price	n/a
e)	Date of the transaction	14th May 2021
f)	Place of the transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Tobias Jackson
2.	Reason for the Notification
a)	Position/status	Co-Managing Director, Adventure Bar Group
b)	Initial notification/Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Nightcap plc
b)	LEI	213800MVK2M2T12TZA46
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 1p each
	Identification code	ISIN: GB00BLKGVD49
b)	Nature of the transaction	Grant of options
c)	Price(s) and volume(s)	Price(s) Volume(s) Exercise price of 25 pence per share 999,996
d)	Aggregated information: -  Aggregated volume -  Price	n/a
e)	Date of the transaction	14th May 2021
f)	Place of the transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Dawn Donahoe
2.	Reason for the Notification
a)	Position/status	Managing Director, The London Cocktail Club Ltd
b)	Initial notification/Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Nightcap plc
b)	LEI	213800MVK2M2T12TZA46
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 1p each
	Identification code	ISIN: GB00BLKGVD49
b)	Nature of the transaction	Grant of options
c)	Price(s) and volume(s)	Price(s) Volume(s) Exercise price of 25 pence per share 999,996
d)	Aggregated information: -  Aggregated volume -  Price	n/a
e)	Date of the transaction	14th May 2021
f)	Place of the transaction	Outside a trading venue

 

END

 

 

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