Proposed Placing of Existing Ordinary Shares
Amcomri Group PLC has announced a proposed placing of 7,407,407 existing ordinary shares at 135 pence per share, representing approximately 10.29% of the company's issued share capital. This placing, which will not result in proceeds for the company, is being undertaken by certain existing shareholders to diversify the institutional shareholder base and improve liquidity. The selling shareholders, including investment vehicles of co-founders Paul McGowan and Hugh Whitcomb, and COO Mark O'Neill, have agreed to a 12-month lock-up period following the completion of the placing.
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Amcomri Group plc (AIM: AMCO), the 'Buy, Improve, Build' UK and Ireland focused, specialist engineering services and industrial manufacturing group, announces the proposed sale by certain existing shareholders (the "Selling Shareholders") of 7,407,407 existing ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") (the "Placing Shares") at a price of 135p per share (the "Placing").
The Selling Shareholders recognise the strategic importance of a diversified institutional shareholder base and have decided to release a portion of their shareholdings to help satisfy institutional demand and improve liquidity in the Ordinary Shares, supporting longer term growth, whilst also retaining the significant majority of their existing shareholdings.
The Placing is the first realisation of value in Amcomri for the Co-Founders, Paul McGowan and Hugh Whitcomb who formally founded the Group in 2022, and two other sellers.
The Selling Shareholders comprise:
| Selling Shareholder | Description | Existing Ordinary Shares held | Ordinary Shares to be sold | Number of LTIP Option Awards held |
|---|---|---|---|---|
| Stephill Investments Limited | Investment vehicle of Hugh Whitcomb, Chief Executive Officer & Co-Founder | 4,636,976 | 1,159,244 | 800,514 3 |
| Mark O'Neill | Chief Operating Officer | 1,869,778 | 560,933 | 456,926 |
| Amcomri Holdings Limited | Investment vehicle of Paul McGowan (1) , Deputy Chairman & Co-Founder | 20,233,470 | 2,614,774 | - |
| Paul McGowan (1) (2) | Deputy Chairman & Co-Founder | 3,835,524 | 1,818,182 | - |
| HFO, Inc | Investment vehicle of Jeffrey Hecktman, significant shareholder | 9,406,864 | 1,254,274 | - |
Notes:
- Paul McGowan is currently beneficially interested in a total of 27,887,176 Ordinary Shares, representing 38.8% of the Company's issued share capital, including 20,233,470 Ordinary Shares held through his private investment company, Amcomri Holdings Limited (not part of Amcomri Group Plc), 3,818,182 Ordinary Shares held through its wholly owned subsidiary, Oranmore Limited and 3,835,524 Ordinary Shares held in his own name.
- The Ordinary Shares held by Oranmore Limited were issued pursuant to a debt for equity swap agreement on IPO at the IPO placing price. In addition, Paul McGowan invested £1 million in the Company's £12 million placing connected with the IPO.
- LTIP awards held by Hugh Whitcomb.
Cavendish Capital Markets Limited ("Cavendish" or the "Bookrunner") is acting as sole bookrunner in relation to the Placing.
The Placing is expected to comprise the sale of 7,407,407 existing Ordinary Shares, representing approximately 10.29% of the Company's issued share capital. The Placing Shares will be sold by the Selling Shareholders only and the Company will not receive any proceeds from the Placing.
The Placing will be conducted by way of an accelerated bookbuild to institutional investors, which will be launched immediately following this announcement (the "Bookbuild"). The timing of the close of the Bookbuild and the final number of Placing Shares will be determined at the discretion of the Selling Shareholders and Cavendish.
A further announcement will be made shortly following completion of the Placing confirming the number of Placing Shares sold, as well as the relevant PDMR dealing notifications.
Lock‑in arrangements
Following completion of the Placing, the Selling Shareholders have undertaken not sell, transfer or dispose of any Ordinary Shares held by them for 12 months. These restrictions are subject to certain customary exceptions including any sale or disposal with the prior consent of Cavendish.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.