DJ Gledhow Investments plc: Acquisition, Issue of Convertible Loan Notes and Treasury Shares
Gledhow Investments plc (GDH)
Gledhow Investments plc: Acquisition, Issue of Convertible Loan Notes and Treasury Shares
21-May-2025 / 14:00 GMT/BST
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Gledhow Investments plc
("Gledhow" or the "Company")
Acquisition, Issue of Convertible Loan Notes and Treasury Shares
The Company is pleased to announce that it has acquired a combination of LSE, AIM and Aquis listed and quoted shares,
and a small number of unlisted pre-IPO shares, valued at their mid-prices, or last round values in the case of unlisted
shares, for a total value of GBP441,182 (the "Acquisition"). The consideration payable has been satisfied by the issue of
the 9,949,084 ordinary shares of GBP0.01 each in the Company (Ordinary Shares") previously held in treasury (the
"Treasury Shares") and the balance of GBP398,899 is payable in two-year secured, over assets of the Company, convertible
loan notes ("CLNs").
The Treasury Shares and the CLNs will be issued to P3 Capital Limited and P4 Capital Limited (the "Vendors"). The CLNs
will be convertible into Ordinary Shares in Gledhow ("New Ordinary Shares") at GBP0.00425 per share (the "Conversion
Price"), which is the mid-price of the Company's shares on closing on 20 May 2025, the last practical date prior to
this announcement . The secured CLNs bear an interest rate of 5% per annum, payable in New Ordinary Shares at the
Conversion Price and/or cash at the holders' discretion. Any CLNs remaining unconverted on the two-year anniversary of
issuance will be automatically converted into New Ordinary Shares at the Conversion Price. Any such conversion is
subject to any regulatory approval and/or Takeover Panel requirements.
This transaction provides the opportunity to significantly increase the size of Gledhow's overall portfolio, and the
Board is actively seeking further such portfolio acquisitions to attempt to differentiate the Company from the plethora
of sub-scale UK listed investment companies. All such deals will involve Gledhow receiving a basket of tradeable
shares that can be monetised, allowing the Company to acquire further cash in order to carry out its investment policy,
whilst seeking to expand its investment strategy in due course.
Following the issue of the Treasury Shares and assuming full conversion of the CLNs, the Vendors' holdings in Gledhow
will be:
Ordinary Ordinary Shares % Issued Share Capital No. of shares % Enlarged Issued Share
Vendor shares prior following issue of the following issue of the following Capital following
to Acquisition Treasury Shares Treasury Shares conversion of conversion of CLNs
CLNs
P3 Capital 6,061,902 11,036,444 11.31% 75,692,074 45.31%
Limited
P4 Capital 11,036,444
Limited 6,061,902 11.31% 18,166,455 15.26%
Total Voting Rights
In accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, following the issue of the Treasury Shares, Gledhow has 97,571,428 ordinary shares of GBP0.01 each ("Ordinary Shares") in issue, each share carrying the right to one vote.
The Company has no further treasury shares.
The above figure of 97,571,428 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 to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
The directors of the issuer accept responsibility for the contents of this announcement.
For further information please contact:
Guy Miller gm@gledhowinvestments.com (Gledhow Investments plc)
----------------------------------------------------------------------------------------------------------------------- Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
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ISIN: GB0008842717 Category Code: MSCM TIDM: GDH Sequence No.: 389836 EQS News ID: 2142752 End of Announcement EQS News Service =------------------------------------------------------------------------------------
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(END) Dow Jones Newswires
May 21, 2025 09:00 ET (13:00 GMT)
