Result of GM & Issue of Equity
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Issue of Equity
Warrants
Voyager is pleased to announce that at the General Meeting held earlier today, all resolutions were duly passed.
Issue of Equity
Following shareholder approval at the General Meeting the Company has issued 22,239,150 new ordinary shares (being the Second Tranche Shares). The Company has also issued 14,407,803 Investor Warrants and 900,000 Broker Warrants, in aggregate 15,307,803 Warrants have been issued in connection with the Fundraise.
Director Participation & Director / PDMR Shareholding
As part of the Fundraise, Eric Boyle, Non-Executive Chairman, and Fetlar Capital Limited (a company controlled by Nick Tulloch, Chief Executive Officer and his spouse) have subscribed, in aggregate, for £50,000 of Fundraise Shares ("Director Participation") as set out in the table below.
| Director | Amount subscribed for in the Fundraise | Number of Fundraise Shares | Number of Investor Warrants | Resultant shareholding following Second Admission |
|---|---|---|---|---|
| Nick Tulloch | £25,000 * | 833,333 | 416,666 | 2,988,442 |
| Eric Boyle | £25,000 | 833,333 | 416,666 | 2,587,474 |
*Participation made through Fetlar Capital Limited (a company controlled by Nick Tulloch, Chief Executive Officer and his spouse)
Related Party Transaction
The Director Participation (the "Transaction") is a related party transaction for the purposes of Rule 4.6 of the AQSE Growth Market Access Rulebook. Jill Overland, the director of Voyager independent of the Transaction confirms that, having exercised reasonable care, skill and diligence, the Transaction is fair and reasonable insofar as the shareholders of Voyager are concerned.
Admission
Application has been made for the Second Tranche Shares to be admitted to trading on the Aquis Stock Exchange AQSE Growth Market. Second Admission is expected to occur at 8:00 am on or around 19 July 2024.
Total voting rights
Following Second Admission, the Company's enlarged share capital will comprise 43,218,494 ordinary shares of 1 pence each. Therefore, the total number of voting rights in the Company will be 43,218,494. 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 the Company, or a change to their interest in the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the circular published by the Company on 1 July 2024.
| a) | Name | Eric Boyle |
| 2 | Reason for the notification | |
| a) | Position/Status | Non-executive Chairman |
| b) | Initial notification/ Amendment | Initial |
| a) | Name | Voyager Life plc |
| b) | LEI | 213800XIUQ3AHRZ6UF89 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1 pence each GB00BLD3FF28 |
| b) | Nature of the transaction | Participation in the Fundraise Investor Warrants attached to the Fundraise with an exercise price of 6 pence per share, expiring two years from Second Admission |
| c) | Price(s) and volume(s) | Shares / Warrants Price(s) (pence) Volume(s) Shares 3 pence 833,333 Warrants 6 pence 416,666 |
| d) | Aggregated information - Aggregated volume - Price | |
| e) | Date of transaction | 18 July 2024 |
| f) | Place of transaction | London Stock Exchange |
| 1 | Details of the persons discharging managerial responsibilities / person closely associated | |
| a) | Name | Nick Tulloch (through Fetlar Capital Limited) |
| 2 | Reason for the notification | |
| a) | Position/Status | CEO |
| b) | Initial notification/ Amendment | Initial |
| a) | Name | Voyager Life plc |
| b) | LEI | 213800XIUQ3AHRZ6UF89 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 1 pence each GB00BLD3FF28 |
| b) | Nature of the transaction | Participation in the Fundraise Investor Warrants attached to the Fundraise with an exercise price of 6 pence per share, expiring two years from Second Admission |
| c) | Price(s) and volume(s) | Shares / Warrants Price(s) (pence) Volume(s) Shares 3 pence 833,333 Warrants 6 pence 416,666 |
| d) | Aggregated information - Aggregated volume - Price | |
| e) | Date of transaction | 18 July 2024 |
| f) | Place of transaction | London Stock Exchange |
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