Subscription, Directors' Dealings, Related Party Transaction and Issue of Equity
Marechale Capital plc announced it has conditionally raised £202,500 through a subscription of 13,500,006 new ordinary shares at a price of 1.5p per share. New investors contributed £102,000, including £50,000 from Nick Wells for 3,333,334 shares, representing 2.8% of the enlarged share capital. Company directors invested £70,000 for 4,666,670 shares. Specifically, Patrick Booth-Clibborn subscribed for 1,000,000 shares, Mark Warde-Norbury for 2,000,000 shares, and Chris Kenning for 1,666,670 shares, all at 1.5p per share. Following admission, expected around October 16, 2025, the company's enlarged share capital will comprise 119,441,253 ordinary shares with voting rights. The funds will support investment opportunities and working capital.
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Marechale Capital Plc (AIM: MAC) is pleased to announce that it has conditionally raised £202,500 via subscription for 13,500,006 new ordinary shares of 0.8p each in the Company (“New Ordinary Shares”) at a price of 1.5p per share (“Issue Price”) (the “Subscription”) with new and existing shareholders participating.
Details of the Subscription
Of the total funds raised, £102,000 was raised through new investors, which included Nick Wells, an experienced City investment banker, who has invested £50,000 via the subscription for 3,333,334 New Ordinary Shares, representing 2.8 per cent. of the enlarged issued share capital.
As part of the terms of the Subscription, Nick Wells has entered into a 12 month orderly market agreement in respect of the disposal of any of his shares.
In addition to the new investors, all of the Directors of the Company have participated in the fundraise, raising £70,000 via the subscription for 4,666,670 New Ordinary Shares, set out as follows:
| Director | Number of Ordinary Shares Subscribed for | Subscription Price (p) | Shareholding Following Subscription | Shareholding Following Subscription as a Percentage of Enlarged Issued Share Capital (%) |
|---|---|---|---|---|
| Patrick Booth-Clibborn | 1,000,000 | 1.5p | 10,659,086 | 8.92% |
| Mark Warde-Norbury | 2,000,000 | 1.5p | 13,282,002 | 11.12% |
| Chris Kenning | 1,666,670 | 1.5p | 12,146,670 | 10.17% |
Further details are set out in the Notification of Dealing Form below.
The proceeds of the Subscription will be used to provide the Company with additional resources for potential investment and co-investment opportunities in connection with the Company’s activity for its corporate clients and to provide the Company with additional working capital.
Admission and Total Voting Rights
The 13,500,006 New Ordinary Shares will rank pari passu with the existing ordinary shares. Admission of the New Ordinary Shares is expected to take place on, or around, 16 October 2025. Completion of the Subscription is conditional on Admission.
Following Admission, the Company’s enlarged share capital will comprise 119,441,253 ordinary shares. No shares are held in Treasury. Therefore, the total number of ordinary shares with voting rights will be 119,441,253. This figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change of their interest in, the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
Related Party Transaction
The participation of the Company’s directors in the Fundraise (the “Transaction”) constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules. As all of the Company’s directors are participating in the Transaction, there are no directors independent of the Transaction to be able to consult with the Company’s nominated adviser, Cairn Financial Advisers LLP, that the terms of the Transaction are fair and reasonable insofar as shareholders are concerned. Consequently, Cairn Financial Advisers LLP confirms that the terms of the Transaction are fair and reasonable insofar as shareholders of the Company are concerned.
Patrick Booth-Clibborn, CEO of Marechale Capital, commented: “We are pleased to announce the completion of the fundraise, which included the participation of both two experienced corporate finance advisors as well as members of the Board, demonstrating ongoing support for the Company and its development, at a time when we are seeing an encouraging increase in the number of projects progressing through our pipeline.
“We are delighted to welcome on board our new shareholders, and, in particular, Nick Wells, who we look forward to welcoming, and the wealth of experience and potential deal flow that he brings, especially at a time when we are witnessing an increase in confidence in the market.”
| a) | Name | Patrick Booth-Clibborn Mark Warde-Norbury Chris Kenning |
| 2 | Reason for the notification | |
| a) | Position/Status | Chief Executive and Founder Executive Chairman Non-executive Director |
| b) | Initial notification/ Amendment | Initial notification |
| a) | Name | Marechale Capital plc |
| b) | LEI | 2138003NUK6SXCDIAT89 |
| b) | Nature of the transaction | Acquisition of ordinary shares |
| c) | Price(s) and volume(s) | Price(s) Volume(s) 1) Patrick Booth Clibborn 1.5p 1,000,000 2) Mark Warde-Norbury 1.5p 2,000,000 3) Chris Kenning 1.5p 1,666,670 |
| d) | Aggregated information - Aggregated volume - Aggregated Price | 4,666,670 1.5p |
| e) | Date of transaction | 13 October 2025 |
| f) | Place of transaction | London Stock Exchange |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.