Completion of CVA, CLN conversion & other matters
Electric Guitar PLC has completed its Company Voluntary Arrangement (CVA), approved on March 27, 2025, and the outstanding Convertible Loan Note (CLN) from Sanderson Capital Partners Ltd will convert into new Ordinary Shares. A total of 236,782,175 new Ordinary Shares related to the CVA and 306,665,817 new Ordinary Shares related to the CLN will be admitted to trading on AIM around October 13, 2025. Following these issues, the company's issued share capital will comprise 2,749,991,691 Ordinary Shares with voting rights. Directors Grahame Cook, Richard Horwood, and Sarfraz Munshi will be issued 1,496,982, 12,824,976, and 1,796,378 CVA Shares, respectively. Sanderson will hold 676,120,775 Ordinary Shares, representing 24.59% of the company's issued share capital, while Mayford 1TN Limited will hold 19.55% and John Story will hold 11.36%.
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Director and significant shareholdings
Total Voting Rights
Company Voluntary Arrangement ("CVA")
The Board of Electric Guitar (LSE: ELEG) is pleased to announce completion of the CVA, which was approved by shareholders and creditors on 27 March 2025. The CVA involves the issue of new ordinary shares of £0.0001 each in the Company ("Ordinary Shares") in exchange for the Company's pre-CVA liabilities. Accordingly, application has been made to the London Stock Exchange plc for the 236,782,175 new Ordinary Shares that were approved for issue to the Company's creditors pursuant to the CVA (the "CVA Shares") to be admitted to trading on AIM ("CVA Admission"). It is expected that CVA Admission will become effective at 8:00 a.m. on or around 13 October 2025 whereupon the CVA will complete.
Conversion of Convertible Loan Note ("CLN")
The Company also announces that with the completion of the CVA, the outstanding CLN from Sanderson Capital Partners Ltd ('Sanderson'), as announced on 11 March 2025, will automatically convert into new Ordinary Shares on CVA Admission in accordance with its terms. Accordingly, 306,665,817 new Ordinary Shares (the "CLN Shares") will be issued and allotted to Sanderson in full satisfaction of this loan. Application has been made to the London Stock Exchange plc for the CLN Shares to be admitted to trading on AIM ("CLN Admission") and it is expected that CLN Admission will become effective at 8:00 a.m. on or around 13 October 2025.
As a result of the CVA and the CLN conversion, the Company has become essentially debt free.
Total Voting Rights
Following the issue of the CVA Shares and the CLN Shares, the issued share capital of the Company now comprises 2,749,991,691 Ordinary Shares with one voting right per share, as well as the unlisted 257,145,740 deferred shares of £0.0049 each which have no voting rights. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company is 2,749,991,691.
The figure of 2,749,991,691 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 Guidance and Transparency Rules.
Director shareholdings
As a result of the CVA, Grahame Cook, Richard Horwood and Sarfraz Munshi, directors of the Company, will be issued CVA Shares as follows:
| No. of CVA Shares | New holding of Ordinary Shares | New % holding of Ordinary Shares | |
|---|---|---|---|
| Grahame Cook | 1,496,982 | 98,811,608 | 3.59% |
| Richard Horwood | 12,824,976 | 17,487,636 | 0.64% |
| Sarfraz Munshi* | 1,796,378 | 30,963,044 | 1.13% |
* the 1,796,378 CVA Shares due to Sarfraz Munshi have been issued to Belmont Partners Limited, an entity controlled by Sarfraz Munshi.
Further details of these director transactions are set out in the FCA notification forms, made in accordance with the requirements of the UK Market Abuse Regulation, which are appended further below.
Significant shareholdings
As a result of the CVA, Sanderson will be issued 15,408,933 CVA Shares. Therefore, due to the issue of these CVA Shares and the CLN Shares, on CVA Admission and CLN Admission, Sanderson will hold 676,120,775 Ordinary Shares, representing 24.59% of the Company's then issued share capital.
In addition, the Company understands that due to dilution from the issue of the CVA Shares and CLN Shares, Mayford 1TN Limited's holding of 537,500,000 Ordinary Shares now represents 19.55% of the Company's issued share capital and John Story's holding of 312,500,000 Ordinary Shares now represents 11.36% of the Company's issued share capital. In addition, the Company understands that Colin Bird no longer has a notifiable interest in Ordinary Shares.
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Grahame Cook | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification/Amendment | Initial Notification | ||||
| a) | Name | Electric Guitar plc | ||||
| b) | LEI | 894500943SA9KY5T9V86 | ||||
| a) | Description of the Financial instrument, type of instrument | ordinary shares of £0.0001 each | ||||
| Identification code | ISIN: GB00BN11T727 | |||||
| b) | Nature of the transaction | Issue of ordinary shares of £0.0001 each | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: -Aggregated volume -Price | n/a | ||||
| e) | Date of the transaction | 8 October 2025 | ||||
| f) | Place of the transaction | London Stock Exchange, XLON | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Richard Horwood | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification/Amendment | Initial Notification | ||||
| a) | Name | Electric Guitar plc | ||||
| b) | LEI | 894500943SA9KY5T9V86 | ||||
| a) | Description of the Financial instrument, type of instrument | ordinary shares of £0.0001 each | ||||
| Identification code | ISIN: GB00BN11T727 | |||||
| b) | Nature of the transaction | Issue of ordinary shares of £0.0001 each | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: -Aggregated volume -Price | n/a | ||||
| e) | Date of the transaction | 8 October 2025 | ||||
| f) | Place of the transaction | London Stock Exchange, XLON | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Belmont Partners Limited | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Personal closely associated with Sarfraz Munshi, Non-Executive Director | ||||
| b) | Initial notification/Amendment | Initial Notification | ||||
| a) | Name | Electric Guitar plc | ||||
| b) | LEI | 894500943SA9KY5T9V86 | ||||
| a) | Description of the Financial instrument, type of instrument | ordinary shares of £0.0001 each | ||||
| Identification code | ISIN: GB00BN11T727 | |||||
| b) | Nature of the transaction | Issue of ordinary shares of £0.0001 each | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: -Aggregated volume -Price | n/a | ||||
| e) | Date of the transaction | 8 October 2025 | ||||
| f) | Place of the transaction | London Stock Exchange, XLON |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.