Result of Placing & TVR
Earnz raises £1.02m gross through placing of 14.2m shares at 7.2p per share.
- Gross proceeds raised £1.02 million
- Placing Price 7.2 pence per share
- Premium to prior close 125%
- Total voting rights post-admission 116,408,362 shares
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Result of Placing
Related Party Transactions
and
Total Voting Rights
Further to its announcement made earlier today regarding the Placing (the "Launch Announcement"), EARNZ plc ("EARNZ" or the "Company") (AIM: EARNZ) is pleased to announce that it has raised gross proceeds of £1.02 million by way of a placing of 14,201,965 Placing Shares at the Placing Price. Allocations in the Placing will be confirmed to Placees as soon as practicable today.
Shore Capital and Corporate is acting as Nomad and Shore Capital Stockbrokers is acting as sole broker in connection with the Placing.
Highlights
- The Company has conditionally raised, in aggregate, gross proceeds of £1.02 million at the Placing Price.
- The Placing Price represents a premium of approximately 125 per cent. to the closing mid-market price of 3.2 pence per Existing Ordinary Share on 11 June 2025, being the last day prior to the release of the Launch Announcement.
- All the Directors have participated in the Placing and have subscribed for, in aggregate, £0.268 million, further details of which are set out below.
Directors' participation in the Placing
The Directors have subscribed for a total of 3,652,774 Placing Shares as set out below:
| Director | Number of Placing Shares | Shareholding following the Placing | % shareholding following the Placing |
|---|---|---|---|
| Robert "Bob" Holt (and associated parties) 1 | 1,319,444 2 | 12,359,444 3 | 10.62 |
| Elizabeth L ake 4 | 1,736,110 | 3,402,776 | 2.92 |
| John Charlton 5 | 180,555 | 1,280,555 | 1.10 |
| Linda Main | 55,555 | 255,555 | 0.22 |
| Sandra Skeete | 13,888 | 27,221 | 0.02 |
| Peter Smith 6 | 347,222 | 1,013,888 | 0.87 |
| Total | 3,652,774 | 18,339,439 | 15.75 |
1 As at the date of this announcement, 733,333 Ordinary Shares are held in a SIPP; 4,666,666 Ordinary Shares are held in a SSAS, both in his own name; 200,000 Ordinary Shares are held by his wife, Angela Burnett; and the remainder are held in his own name
21,000,000 Placing Shares subscribed for are to be held in Bob Holt's SIPP; Angela Burnett, Bob Holt's wife, has subscribed for 59,444 Placing Shares; James Holt (a member of the Bob Holt Concert Party) has subscribed for 200,000 Placing Shares; and Rachael Burnett (a member of the Bob Holt Concert Party) has subscribed for 60,000 Placing Shares
3 Following First Admission, 1,733,333 Ordinary Shares will be held in a SIPP; 4,666,666 Ordinary Shares will be held in a SSAS; both in his own name; 259,444 Ordinary Shares are held by his wife, Angela Burnett, and the remainder will be held in his own name
4416,666 Ordinary Shares are held by her husband, Peter Lake, who has subscribed for 416,666 Ordinary Shares as part of the Placing
5133,333 Ordinary Shares are held by his wife, Catherine Charlton. On Completion, John Charlton will resign as a director of the Company but will remain as Company Secretary
6Peter Smith who will become Group CEO on Completion.
Related Party Transactions
As Directors, the aggregate participation of Bob Holt (and his associated parties), John Charlton, Elizabeth Lake (and her husband Peter Lake), Linda Main and Sandra Skeete of 3,652,774 Placing Shares is a related party transaction pursuant to AIM Rule 13. As there are no independent Directors for this transaction, the Company's nominated adviser, Shore Capital and Corporate, considers that the terms of their participation in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.
Gresham House has agreed to subscribe for 3,472,222 Placing Shares. As at 11 June 2025, being the last business day prior to the date of the Launch Announcement, so far as the Company is aware, Gresham House holds 25,019,808 Existing Shares representing 24.48 per cent. of the Company's issued share capital. As such, Gresham House is a substantial shareholder of the Company and its participation in the Placing is also a related party transaction pursuant to AIM Rule 13. The Directors consider, having consulted with the Company's nominated adviser, Shore Capital and Corporate, that the terms of Gresham House's participation in the Placing are fair and reasonable insofar as the Shareholders are concerned
Details of the Placing
The Placing is conditional upon the Placing Agreement between the Company and Shore Capital not having been terminated in accordance with its terms. The Placing is being carried out pursuant to the Company's existing shareholder authorities granted at the Company's General Meeting held on 27 August 2024.
Admission, settlement and dealings
Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that First Admission will become effective and that dealings in the Placing Shares will commence, at 8.00 a.m. on 17 June 2025.
The Placing Shares will, on Admission, rank pari passu in all respects with the Existing Shares and will rank in full for all dividends and other distributions declared, made or paid on the Placing Shares after First Admission. Definitive share certificates in respect of the Placing Shares will be despatched within 10 business days of First Admission.
Total Voting Rights
Following First Admission, the total issued capital of the Company will consist of 116,408,362 Ordinary Shares with voting rights.
The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company following First Admission will be 116,408,362 and this figure may be used by shareholders in the Company 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 and Transparency Rules.
| 2 | Reason for the notification | |||||
| a) | Position/status | 1) Executive Chairman 2) Chief Financial Officer 3) Executive Director 4) Non - Executive Director 5) Non - Executive Director 6) CEO designate | ||||
| b) | Initial notification /Amendment | Initial Notification | ||||
| a) | Name | EARNZ plc | ||||
| b) | LEI | |||||
| a) | Description of the financial instrument, type of instrument | Ordinary Shares of 4 pence each | ||||
| Identification code | GB00BRC2TB67 | |||||
| b) | Nature of the transaction | Issue of Placing Shares | ||||
| c) | Price(s) and volume(s) | Price(s) Volume(s) 1) 7.2p 1) 1,000,000 2) 7.2p 2) 1,319,444 3) 7.2p 3) 180,555 4) 7.2p 4) 55,555 5) 7.2p 5) 13,888 6) 7.2p 6) 347,222 | ||||
| d) | Aggregated information Aggregate volume Price | N/A - single transactions | ||||
| e) | Date of the transaction | 12 June 2025 | ||||
| f) | Place of the transaction | AIM | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Peter Lake | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Husband of Elizabeth Lake, CFO of the Company | ||||
| b) | Initial notification /Amendment | Initial Notification | ||||
| a) | Name | EARNZ plc | ||||
| b) | LEI | |||||
| a) | Description of the financial instrument, type of instrument | Ordinary Shares of 4 pence each | ||||
| Identification code | GB00BRC2TB67 | |||||
| b) | Nature of the transaction | Issue of Placing Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information Aggregate volume Price | N/A - single transaction | ||||
| e) | Date of the transaction | 12 June 2025 | ||||
| f) | Place of the transaction | AIM | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Angela Burnett | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Wife of Bob Holt, Executive Chair of the Company | ||||
| b) | Initial notification /Amendment | Initial Notification | ||||
| a) | Name | EARNZ plc | ||||
| b) | LEI | |||||
| a) | Description of the financial instrument, type of instrument | Ordinary Shares of 4 pence each | ||||
| Identification code | GB00BRC2TB67 | |||||
| b) | Nature of the transaction | Issue of Placing Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information Aggregate volume Price | N/A - single transaction | ||||
| e) | Date of the transaction | 12 June 2025 | ||||
| f) | Place of the transaction | AIM | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | James Holt | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Member of the Bob Holt Concert Party | ||||
| b) | Initial notification /Amendment | Initial Notification | ||||
| a) | Name | EARNZ plc | ||||
| b) | LEI | |||||
| a) | Description of the financial instrument, type of instrument | Ordinary Shares of 4 pence each | ||||
| Identification code | GB00BRC2TB67 | |||||
| b) | Nature of the transaction | Issue of Placing Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information Aggregate volume Price | N/A - single transaction | ||||
| e) | Date of the transaction | 12 June 2025 | ||||
| f) | Place of the transaction | AIM | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Rachael Burnett | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Member of the Bob Holt Concert Party | ||||
| b) | Initial notification /Amendment | Initial Notification | ||||
| a) | Name | EARNZ plc | ||||
| b) | LEI | |||||
| a) | Description of the financial instrument, type of instrument | Ordinary Shares of 4 pence each | ||||
| Identification code | GB00BRC2TB67 | |||||
| b) | Nature of the transaction | Issue of Placing Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information Aggregate volume Price | N/A - single transaction | ||||
| e) | Date of the transaction | 12 June 2025 | ||||
| f) | Place of the transaction | AIM |
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