AUKETT SWANKE GROUP PLC

Related Party Transaction • Apr 4, 2024

National Storage Mechanism | Additional information

RNS Number : 2490J

Aukett Swanke Group PLC

04 April 2024

4 April 2024

Aukett Swanke Group Plc

("Aukett Swanke", the "Company", or, together with its subsidiaries, the "Group")

Further re Subscription

Director/PDMR Notifications

Aukett Swanke (AIM: AUK), the group providing Smart Buildings, Architectural and Design Services, is pleased to announce that, further to its announcement on 21 March 2024, certain members of the Board and management have subscribed for, in aggregate, 15,000,000 Subscription Shares on the same terms (including Subscription Price and Warrant entitlement) as the Subscription announced on 21 March 2024, providing gross proceeds of a total of £150,000 (the "Additional Subscription"). Participation by such members of the Board and management in the Additional Subscription is as set out in the table below:

Name	Role	Number of ordinary  s hares subscribed for in the Additional Subscription	No. of ordinary shares   held post-Admission	% of enlarged share capital	Number of Warrants*
Nick Clark	Director	2,000,000	42,531,539	12.67%	2,000,000
Tony Barkwith	Director	5,000,000	5,000,000	1.49%	5,000,000
Freddie Jenner	Director	2,500,000	8,564,817	2.55%	2,500,000
Robert Fry	Director	2,000,000	4,150,000	1.24%	2,000,000
Jason Brameld	PDMR (non-Board)	2,500,000	3,285,110	0.98%	2,500,000
Jamie Finnan	Subsidiary director (non PDMR)	1,000,000	3,492,000	1.04%	1,000,000

* Warrants to be issued subject to approval of authority at AGM on 26 April 2024.  

Related Party Transaction

Nick Clark, Tony Barkwith, Freddie Jenner and Robert Fry ( as Directors of the Company), and Jason Brameld and Jamie Finnan (as directors of one or more wholly-owned subsidiaries of the Company) are classified as related parties under the AIM Rules for Companies and their participation in the Additional Subscription constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.

Accordingly, Clive Carver and Tandeep Minhas, being the independent Directors for the purpose of the related party transaction, having consulted with the Company's nominated adviser, Strand Hanson, consider that the terms of the above-named individuals' participation in the Additional Subscription are fair and reasonable insofar as shareholders in the Company are concerned. 

Admission to trading on AIM and Total Voting Rights

Application will be made to the London Stock Exchange for admission ("Admission") of the new shares to be issued pursuant to the Additional Subscription to trading on AIM. It is expected that admission of the Additional Subscription shares will occur on or around 11 April 2024.

On Admission, the Company's issued ordinary share capital will consist of 335,655,938 ordinary shares of one penny each ("Ordinary Shares"), with one vote per share. The Company does not hold any Ordinary Shares in treasury. Therefore, on Admission, the total number of Ordinary Shares and voting rights in the Company will be 335,655,938. With effect from Admission, 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 Guidance and Transparency Rules.

Concert Party interest

Following the issue of the Additional Subscription shares and Admission, the total holding of the Concert Party (as detailed in the Company's announcement on 2 March 2023) shall comprise 96,159,484 Ordinary Shares, representing 28.65% of the Company's enlarged issued Ordinary Shares. Nick Clark, Freddie Jenner (each a Director) and Jason Brameld (a PDMR) are members of the Concert Party.

Capitalised terms in this announcement shall have the same meaning as in the Company's announcement on 21 March 2024, unless otherwise specified.

Contacts

Aukett Swanke Group Plc                                                                                  +44 (0) 20 7843 3000  

Clive Carver, Chairman                                                                            

Nick Clark, Chief Executive                                                                                  

Strand Hanson Limited, Financial and Nominated Adviser                         +44 (0) 20 7409 3494

Richard Johnson, James Bellman                                                                      

Zeus Capital Limited, Broker                                                                             +44 (0) 20 3829 5000

Simon Johnson, Louisa Waddell

Investor/Media                                                                                                   + 44 (0) 7979 604 687

Chris Steele

About Aukett Swanke Group plc

Aukett Swanke Group has a strong foundation in architectural services and is on a transformative journey to become a London-listed provider of Smart Buildings and related services. ASG are uniquely positioned to ensure the technical systems that run modern premises are designed as an integral part of the structure, from the outset.

For more information go to https://www.aukettswankeplc.com  

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them:

a)	Name	1.     Nick Clark 2.     Tony Barkwith 3.     Freddie Jenner 4.     Robert Fry 5.     Jason Brameld
2	Reason for the notification
## a)	Position/status	1.     Director 2.     Director 3.     Director 4.     Director 5.     PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Aukett Swanke Group plc
b)	LEI	213800WWNHLPUBSUK220
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary shares of 1p (ISIN: GB0000617950 )
b)	Nature of the transaction	Subscription for new ordinary shares
c)	Price(s) and volume(s)
		Price(s)	Volume(s)
		1.  1p 2.  1p 3.  1p 4.  1p 5.  1p	1.  2,000,000 2.  5,000,000 3.  2,500,000 4 .  2,000,000 5.  2,500,000
d)	Aggregated information	N/A - single transactions
e)	Date of the transaction	3 April 2024
f)	Place of the transaction	Off Exchange

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