Ananda Developments Plc - Shareholdings in the Company
PR Newswire
London, May 7
7 May 2021
ANANDA DEVELOPMENTS PLC
("Ananda" or the "Company")
Shareholdings in the Company
In June 2019, URA Holdings Plc ("URA") subscribed for 88,888,888 ordinary shares of 0.2p each in the Company ("Ordinary Shares") and received warrants to subscribe for a further 88,888,888 Ordinary Shares (the "Warrants").
Ananda has now been notified that URA has completed the required steps to allow it to distribute its holdings of Ordinary Shares and Warrants to shareholders in URA on a pro rata basis (the "Distribution").
Directors' Interests
Charles Morgan, Melissa Sturgess and Peter Redmond, all of whom are Directors of the Company, are also shareholders in URA and will receive Ordinary Shares and Warrants in the Distribution as follows:
| Director | Current Holding of Ordinary Shares | Distribution of Ordinary Shares | Holding of Ordinary Shares following the Distribution | Percentage interest in Ordinary Shares following the Distribution | Distribution of Warrants |
| Charles Morgan | 45,541,666 | 5,530,115 | 51,071,781 | 8.65% | 5,530,115 |
| Melissa Sturgess | 69,653,888 | 8,070,282 | 77,724,170 | 13.16% | 8,070,282 |
| Peter Redmond | 5,000,000 | 3,686,743 | 8,686,743 | 1.47% | 3,686,743 |
Concert Party
The three Directors referred to above are members of the Concert Party, along with Michael Langoulant, who is also a shareholder in URA. These individuals will receive, in aggregate, 18,761,837 Ordinary Shares and 18,761,837 Warrants in the Distribution, as set out below.
Following the Distribution, the members of the Concert Party will be interested, in aggregate, in 143,657,607 Ordinary Shares, representing 24.33 per cent of the Company's enlarged issued share capital. The maximum potential interest of the Concert Party in the voting rights of the Company is set out in the table below:
| Concert Party Member | Current Holding of Ordinary Shares | Distribution of Ordinary Shares | Holding of Ordinary Shares following Distribution of Ordinary Shares | Distribution of Warrants | Contingent Consideration Shares | Exercise of Options | Maximum interest in Ordinary Shares following exercise of the Warrants by the Concert Party, the issue of the Contingent Consideration Shares and exercise of Options | Maximum percentage interest in voting rights following exercise of the Warrants by the Concert Party, the issue of the Contingent Consideration Shares and exercise of Options |
Charles Morgan* | 45,541,666 | 5,530,115 | 51,071,781 | 5,530,115 | 100,000,000 | - | 156,601,896 | 19.10% |
Melissa Sturgess* | 69,653,888 | 8,070,282 | 77,724,170 | 8,070,282 | 100,000,000 | - | 185,794,452 | 22.66% |
Jeremy Sturgess-Smith | 1,700,000 | - | 1,700,000 | - | - | 10,451,389 | 12,151,389 | 1.48% |
Peter Redmond | 5,000,000 | 3,686,743 | 8,686,743 | 3,686,743 | - | - | 12,373,486 | 1.51% |
Michael Langoulant | 3,000,000 | 1,474,697 | 4,474,697 | 1,474,697 | - | - | 5,949,394 | 0.73% |
URA | 88,888,888 | (88,888,672) | 216 | 216 | - | - | 432 | - |
TOTAL HOLDING OF CONCERT PARTY |
213,784,442 | 143,657,607 | 18,762,073 | 200,000,000 | 10,451,389 | 372,871,049 | 45.49% | |
TOTAL SHARES IN ISSUE | 590,538,886 | 590,538,886 | 609,300,939 | 809,300,939 | 819,752,328 | 819,752,328 |
*In addition to the Ordinary Shares set out above, Charles Morgan and Melissa Sturgess have been granted options over 9,282,778 and 9,282,778 Ordinary Shares respectively, pursuant to the Company's Incentive Scheme. Charles Morgan and Melissa Sturgess have undertaken not to exercise these options unless such exercise is permitted by the Takeover Code.
As the Concert Party's aggregate maximum potential interest in voting rights in Ananda will be reduced to between 30 per cent and 50 per cent by the Distribution, the members of the Concert Party will no longer be able to increase their aggregate interest in the Ordinary Shares, other than as set out in the table above or otherwise with the consent of the Panel, without incurring an obligation under Rule 9 of the Takeover Code to make a general offer for the remaining shares.
Words and expressions defined in the circular to shareholders in the Company dated 24 May 2019, which is available on the Company's website at www.anandadevelopments.com, have the same meaning in this announcement.
-Ends-
The Directors of the Company accept responsibility for the contents of this announcement.
| ANANDA DEVELOPMENTS PLC Chief Executive Officer Melissa Sturgess Investor Relations Jeremy Sturgess-Smith | +44 (0)7717 573 235 ir@anandadevelopments.com |
| PETERHOUSE CAPITAL LIMITED Corporate Finance Mark Anwyl Allie Feuerlein Corporate Broking Lucy Williams Duncan Vasey | +44 (0)20 7469 0930 |
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to constitute inside information. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
| Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them. | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Charles Morgan |
| 2 | Reason for the notification | |
| a) | Position/status | Chairman |
| b) | Initial notification /Amendment | Initial |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Ananda Developments plc |
| b) | LEI | 894500DFM8VOC5FW4X47 |
| 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 0.2p each ISIN: GB00BDQPXQ60 |
| b) | Nature of the transaction | Distribution of Ordinary Shares and Warrants by URA |
| c) | Price(s) and volume(s) | 5,530,115 Ordinary Shares 5,530,115 Warrants |
| d) | Aggregated information - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 7 May 2021 |
| f) | Place of the transaction | N/A |
| Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them. | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Melissa Sturgess |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer |
| b) | Initial notification /Amendment | Initial |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Ananda Developments plc |
| b) | LEI | 894500DFM8VOC5FW4X47 |
| 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 0.2p each ISIN: GB00BDQPXQ60 |
| b) | Nature of the transaction | Distribution of Ordinary Shares and Warrants by URA |
| c) | Price(s) and volume(s) | 8,070,282 Ordinary Shares 8,070,282 Warrants |
| d) | Aggregated information - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 7 May 2021 |
| f) | Place of the transaction | N/A |
| Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them. | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Peter Redmond |
| 2 | Reason for the notification | |
| a) | Position/status | Non-executive Director |
| b) | Initial notification /Amendment | Initial |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Ananda Developments plc |
| b) | LEI | 894500DFM8VOC5FW4X47 |
| 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 0.2p each ISIN: GB00BDQPXQ60 |
| b) | Nature of the transaction | Distribution of Ordinary Shares and Warrants by URA |
| c) | Price(s) and volume(s) | 3,686,743 Ordinary Shares 3,686,743 Warrants |
| d) | Aggregated information - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 7 May 2021 |
| f) | Place of the transaction | N/A |
