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Harrogate Group Plc (HGTE)

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Friday 04 December, 2020

Harrogate Group Plc

Issue of Equity; Directors' Interests

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY HARROGATE GROUP 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.

Harrogate Group Public Limited Company

(“Harrogate Group” or the “Company”)

Issue of Equity;

Adjustment to Voting Rights in Issue; Consequential Changes in Notifiable Interests in Voting Rights

Outstanding Voting Rights

On 9th November 2020, 161,458,716 Ordinary Shares were admitted to trading on AQSE Growth Market. The document published on 23rd October 2020 by Harrogate Group, applying for admission to trading on AQSE Growth Market of the whole of its issued ordinary share capital (the “Admission Document”) stated its ordinary share capital to have consisted at that date of 161,458,716 ordinary shares of five pence each (“Ordinary Shares”) or £8,072,936. This is the position that was reflected in the register of members at the relevant date. The capital history of the Company is set out in the Admission Document including, on 18th April 2018, a consolidation in the ratio of 1: 5 (one-for-five) of its ordinary shares of one penny each into Ordinary Shares (“Consolidation”).

Work since the date of the Admission Document by the Company’s registrar in preparation inter alia for the exchange of remaining certificates for ordinary shares of one penny each in Harrogate Group’s predecessor company, Iberian Gold plc (“Iberian Gold”), with replacement share certificates representing post-Consolidation Ordinary Shares in the capital of the Company (or alternatively, if requested, the deposit of such Ordinary Shares electronically in shareholders’ CREST accounts) has led the Company to conclude that the number of Ordinary Shares which should be in issue following the Consolidation and past allotments of Ordinary Shares had been understated in the register of members by 446,436 Ordinary Shares and should have been 161,905,152 (£8,095,257) and not 161,458,716 (£8,072,936).

The Company has accordingly now resolved to allot 446,436 new Ordinary Shares to correct the deficit and has authorised the registrar to allocate these, together with a further 51,064 existing Ordinary Shares which had been miss-allocated owing to Consolidation rounding and other errors, to the Harrogate Group shareholders who had been and are entitled to them as a result of conversions of convertible securities which had been issued by Iberian Gold and otherwise. Application has been made to Aquis Exchange to admit to trading on AQSE Growth Market 446,436 new Ordinary Shares. This is expected to occur on or about 9th December 2020; a filing has also been lodged with the Registrar of Companies, to update Ordinary Share issuance data to reflect the currently-outstanding total of 161,905,152 voting rights.

The 446,436 new Ordinary Shares allotted represent approximately 0.28% (zero point two-eight per cent.) of the increased number of voting rights in issue. The new total of 161,905,152 Ordinary Shares is thus the denominator which shareholders should use to determine whether they are obliged to notify Harrogate Group of an interest in (or of a change to a notifiable interest in) voting rights.

Changes to the Interests in Voting Rights of Directors and Persons Connected with them

The interest in voting rights of Mr. Reginald John Brealey had been stated in the Admission Document as being 121,504,500 Ordinary Shares; or 75.25% (seventy-five and one quarter per cent.) of the outstanding voting rights numbering 161,458,716. This holding had been stated to consist of 101,702,524 Ordinary Shares in Mr. Brealey’s name and 19,801,976 Ordinary Shares registered to Petwood Hotel Limited. Mr. Brealey’s personal shareholding, which has now been adjusted, had been over-stated by 51,002 Ordinary Shares*.

The table below reflects the Directors’ interests in the Ordinary Share capital of the Company following the allotment of 446,436 new Ordinary Shares and the other adjustments described above:

Name of Interested Director Shareholder Previously-stated no. of Voting Rights (if changed) No. of Voting Rights Sub-total Previously-stated percentage of Voting Rights Current percentage of Voting Rights
Michael Burton 10,230,501
Victoria Burton 5,940,593
Michael Joseph Burton 16,171,094 10.02 9.99
Reginald Brealey 101,702,524 *101,651,522
Petwood Hotel Limited 19,80 1 ,976
Reginald John Brealey *121,453,498 75.25 75.01
Total 137,624,592 85.27 85.00

* The reduction by 51,002 in the previously-disclosed Director’s interest of Mr. Reginald Brealey in the outstanding voting rights does not arise from any dealing(s) in Ordinary Shares.

The Directors wish to acknowledge with thanks the assistance of Neville Registrars Limited in identifying the inconsistencies in the Company’s historical capital records and for working with them to resolve matters with the minimum of delay.

Michael J. Burton,

Financial Director,
Lincoln, 3rd December 2020

The Directors of Harrogate Group, after due and careful enquiry, accept responsibility for the contents of this announcement.

REGULATORY ANNOUNCEMENT ENDS.

Enquiries :

Keith, Bayley, Rogers & Co. Limited
Graham Atthill-Beck: +44 20 7464 4091/ +44 7506 43 41 07 /
 [email protected] 
Brinsley Holman: +44 20 7464 4098 / 
[email protected] 

Harrogate Group Public Limited Company
Michael Burton: +44 7894 23 36 94/
[email protected]


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