Gledhow Investments plc: Acquisition, Issue of Convertible Loan Notes and Treasury Shares

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 £441,182 (the “Acquisition”). The consideration payable has been satisfied by the issue of the 9,949,084 ordinary shares of £0.01  each in the Company (Ordinary Shares”) previously held in treasury (the “Treasury Shares”) and the balance of £398,899 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 £0.00425 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:

 

Vendor	Ordinary shares prior to Acquisition	Ordinary Shares following issue of the Treasury Shares	% Issued Share Capital following issue of the Treasury Shares	No. of shares following conversion of CLNs	% Enlarged Issued Share Capital following conversion of CLNs
P3 Capital Limited	6,061,902	11,036,444	11.31%	75,692,074	45.31%
P4 Capital Limited	6,061,902	11,036,444	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 £0.01 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)