CRUSHMETRIC Group Ld - Completion of Acquisition, Share Transfers & Loan
Announcement provided by
Crushmetric Group Limited · CUSH23/12/2022 07:00
23 December 2022
CRUSHMETRIC GROUP LIMITED
(formerly known as "MiLOC Group Limited")
("CRUSHMETRIC" or "the Company")
Allotment of Shares, Director's share transfers
And Demand on Subsidiary's Loan
ALLOTMENT OF SHARES
CRUSHMETRIC GROUP LIMITED (AQSE: CRUSH), the AQSE Growth Market quoted Company, is pleased to advise, further to the Annual General Meeting of 2 November 2022, that it has completed the allotments and issue of the consideration shares, pursuant to the acquisition of CRUSHMETRIC Limited. 153,486,965 new Ordinary Shares have been issued to the following shareholders.
|
Shareholder |
Amount of new Ordinary Shares to be issued |
% of Enlarged Issued Shares |
|
ONG Ban Poh Michael (Chief Executive Officer and Executive Director)* |
66,920,317 |
27.9 |
|
Noah Deledda |
69,683,082 |
29 |
|
Lim Yi Shenn ** |
16,883,566 |
7 |
|
Total |
153,486,965 |
63.9 |
* Mr. ONG Ban Poh Michael ("Mr. Ong"), Chief Executive Officer of the Company currently holds 13,934,150 Ordinary Shares through Megasia International Limited, which represents 5.81% of enlarged issued shares. Mr. Ong will hold in total 80,854,467 Ordinary Shares in the Company, representing 33.7% of the enlarged issued shares.
** Mr. Lim Yi Shenn ("Mr. Lim"), prior to the acquisition owned 3,830,261 ordinary shares of the Company. Together with the share allotment of 16,883,566, the total shareholding of Mr. Lim will be 20,713,824 Ordinary Shares, which represents 8.63% of the enlarged issued share capital.
Application will be made for the 153,486,965 Ordinary Shares to be admitted to trading on the AQSE Growth Market and it is expected that admission will occur on or before 29 December 2022.
The Ordinary Shares, when issued, will be credited as fully paid and rank pari passu in all respects with the existing Ordinary Shares of the Company.
TOTAL VOTING RIGHTS
The Company announces that, following the issue of Ordinary Shares referred to above, in accordance with the Financial Conduct Authority's Disclosure and Transparency Rules (the "Disclosure and Transparency Rules"), the total number of Ordinary Shares in issue will be 239,933,283 with each share carrying the right to one vote.
CRUSHMETRIC does not hold any shares in Treasury.
The above figure of 239,933,283 may be used by shareholders 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 Company, under the Disclosure and Transparency Rules.
TRANSFER OF DIRECTOR'S SHARES
The Company also announces that Dr. Chow Ching Fung ("Dr. Chow"), non-Executive Director, will gift 23,968,230 Ordinary Shares for £Nil consideration to all existing shareholders pro-rata to their current shareholding as at 30th June 2022, excluding Mr. Ong Ban Poh Michael, Mr. Noah Deledda, and any of their family members. None of these Ordinary Shares will be gifted to family members of Dr. Chow.
Dr. Chow currently holds 28,290,546 Ordinary Shares through Megasia International Limited, representing 11.79% of enlarged issued share capital. After the share transfers, his shareholding of the Company will be reduced to 4,322,316 Ordinary Shares, representing 1.8% of the enlarged issued share capital. The share transfers are expected to be completed around the end of January 2023. A further announcement will be made in due course once the share transfers have completed.
DEMAND ON SUBSIDIARY'S LOAN
The Company also announces that one of the Company's shareholders, Mr. Lim Yi Shenn has submitted a statutory demand to the Company's wholly-owned subsidiary, CRUSHMETRIC Limited, for a loan of approximately
The Directors of the Company accept responsibility for the contents of this announcement.
For further information, please contact:-
|
CRUSHMETRIC Group Limited ONG Ban Poh Michael - Chief Executive Officer Lilian Lo - Acting Chief Financial Officer
|
Tel: +852 2110 4221
|
|
AQSE Growth Market Corporate Adviser PETERHOUSE CAPITAL LIMITED Guy Miller Mark Anwyl
|
Tel: +44 (0) 20 7469 0930 |
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
ONG Ban Poh Michael |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
PDMR (Chief Executive Officer) |
||||
|
b)
|
Initial notification /Amendment |
Initial notification |
||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
CRUSHMETRIC Group Limited |
||||
|
b) |
LEI |
213800LQRD2H94XEL429 |
||||
|
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 no par value each in CRUSHMETRIC Group Limited
Identification code (ISIN) for CRUSHMETRIC Group Limited ordinary shares: KYG613521031 |
||||
|
b) |
Nature of the transaction |
Purchase of Ordinary Shares |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information - Aggregated volume - Price |
N/A |
||||
|
e) |
Date of the transaction |
21 December 2022 |
||||
|
f) |
Place of the transaction |
Aquis Exchange |
||||
|
1 |
Details of the person discharging managerial responsibilities / person closely associated |
|||||
|
a) |
Name |
Noah Deledda |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
PDMR |
||||
|
b)
|
Initial notification /Amendment |
Initial notification |
||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
CRUSHMETRIC Group Limited |
||||
|
b) |
LEI |
213800LQRD2H94XEL429 |
||||
|
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 no par value each in CRUSHMETRIC Group Limited
Identification code (ISIN) for CRUSHMETRIC Group Limited ordinary shares: KYG613521031 |
||||
|
b) |
Nature of the transaction |
Purchase of Ordinary Shares |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information - Aggregated volume - Price |
N/A |
||||
|
e) |
Date of the transaction |
21 December 2022 |
||||
|
f) |
Place of the transaction |
Aquis Exchange |
||||
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