Issue of Shares to Russell Lamming
Executive Chairman Russell Lamming issued 4.3m shares at 1.4p per share in lieu of £60,000 fees owed.
- Shares issued to Russell Lamming 4,285,714
- Issue price per share 1.4 pence
- Amount settled in lieu of fees £60,000
- Total issued share capital post-admission 156,873,054
- Russell Lamming interest post-admission 6.83%
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Keras Resources plc (AIM: KRS) announces that it has issued 4,285,714 new ordinary shares of 1p each ("Ordinary Shares") in the Company at a price of 1.4 pence per new Ordinary Share, the same as the Open Offer price, in lieu of payment of £60,000 owed to Russell Lamming, Executive Chairman of the Company.
Application has been made for the 4,285,714 new Ordinary Shares to be admitted to trading on AIM which is expected to occur on or around 21 August 2025. The new Ordinary Shares will rank pari passu with the existing Ordinary Shares which are currently traded on AIM, along with the Ordinary Shares issued under the Open Offer and pursuant to the conversion of the CLNs as announced earlier today.
Total Voting Rights
Following the issue of the Open Offer Shares, the shares issued pursuant to the CLNs and the issue of shares to Russell Lamming, the Company's issued share capital will comprise of 156,873,054 Ordinary Shares with voting rights.
This figure of 156,873,054 Ordinary Shares 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 in their interest in, the share capital of the Company under the Disclosure Rules and Transparency Rules of the United Kingdom Financial Conduct Authority.
Related Party Transaction
Russell Lamming is a Related Party of the Company as defined under the AIM Rules, and the issue of new Ordinary Shares to Mr Lamming as set out above is therefore deemed to be a Related Party Transaction pursuant to AIM Rule 13 of the AIM Rules for Companies.
The Directors of the Company independent of the share issue, being Brian Moritz and Claire Parry, consider, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the proposed terms of the issue are fair and reasonable insofar as the Company's Shareholders are concerned.
Following admission of the new Ordinary Shares (including the Ordinary Shares issued under the Open Offer and pursuant to the CLNs) the beneficial interest of Russell Lamming in the issued Ordinary Shares will be as follows:
| Director | Current interest in Ordinary Shares | Shares issued in lieu of amounts owed | Interest in Ordinary Shares following Admission | % interest in Ordinary Shares following Admission |
|---|---|---|---|---|
| Russell Lamming | 6,428,681 | 4,285,714 | 10,714,395 | 6.83 |
| Total | 6,428,681 | 4,285,714 | 10,714,395 | 6.83 |
See the Appendix below for further information on dealings by persons discharging managerial responsibilities.
| Russell Lamming | Keras Resources plc | info@kerasplc.com |
| Nominated Adviser & Joint Broker Ewan Leggat / J en Clarke Joint Broker Damon Heath / Erik Woolgar | SP Angel Corporate Finance LLP Shard Capital Partners LLP | +44 (0) 20 3470 0470 +44 (0) 207 186 9900 |
| Notes: | ||
| Appendix | ||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name: | Russell Lamming |
| 2. | Reason for the notification | |
| a) | Position/status: | Executive Chairman |
| b) | Initial notification/amendment: | Initial notification |
| a) | Name: | Keras Resources plc |
| b) | LEI: | 213800OZFKFM2N4R4F47 |
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of 1 pence each ISIN: GB00BMY2T534 |
| b) | Nature of the transaction: | Issue of Shares in lieu of fees |
| c) | Price(s) and volume(s): | Prices(s) Volume(s) 1.4 pence 4,285,714 |
| d) | Aggregated information: Aggregated volume: Price: | Prices(s) Volume(s) 1.4 pence 4,285,714 |
| e) | Date of transaction: | 14 August 2025 |
| f) | Place of transaction | London Stock Exchange, AIM |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.