REG - Plexus Holdings Plc - Directors’ Subscription and Loan Note Conversion
31/03/2025 07:15
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RNS Number : 7940C Plexus Holdings Plc 31 March 2025
Plexus Holdings PLC / Index: AIM / Epic: POS / Sector: Oil equipment &
services
31 March 2025
Plexus Holdings PLC
('Plexus' or 'the Company')
Directors' Subscription
and Loan Note Conversion
Plexus Holdings PLC, the AIM-traded wellhead services business, is pleased to
confirm that, further to the Company's announcement on 19 March 2025 regarding
the proposed Fundraising, and following publication of the Company's Interim
Results on 28 March 2025, Ben van Bilderbeek, Anastasio van Bilderbeek, Thrall
Enterprises Inc., OFM Investments Limited, Craig Hendrie and Mike Park have
subscribed for a total of 30,246,151 New Ordinary Shares at the Issue Price of
6.5 pence each pursuant to the Subscription to raise a total of £2.0 million
for the Company.
The Fundraise, comprising the Placing, Subscription and Retail Offer, will
therefore raise gross proceeds of £3.5 million for Plexus.
The Company also confirms that the Noteholder Majority has proceeded with its
intention to convert the principal amount and the interest accrued on the
Outstanding Convertible Loan Notes until 7 April 2025 (being the latest
practicable date prior to the date of Admission) into 13,461,692 Conversion
Shares at the Conversion Price.
Subject to shareholder approval being obtained for the Fundraising at the
Company's general meeting to be held on 7 April 2025, and admission of the New
Ordinary Shares to trading on AIM, the interests of the Subscriber Directors
will be as follows.
Percentage of Enlarged Share Capital following
proposed
Name Title Number of Existing Ordinary Shares* Number of Conversion Shares Number of Subscription Shares Value of Subscription Shares Resulting shareholding following proposed transaction transaction
Ben van Bilderbeek¹ Non-Executive Chair 58,077,461 12,500,154 23,169,230 £1,506,000 93,746,845 54.29%
Jeffrey Thrall² Non-Executive Director 44,307,513 961,538 4,615,384 £300,000 49,884,435 28.89%
Craig Hendrie Director 12,600 - 461,538 £30,000 474,138 0.27%
Mike Park Director - - 461,538 £30,000 461,538 0.27%
Anastasio van Bilderbeek Director 1,538,461 £100,000 1,712,074
173,613 - 0.99%
* The number of Existing Ordinary Shares presented in this table as
being held or subscribed for by those Directors refers to the number of
Existing Ordinary Shares held or subscribed for by them either personally or
through a nominee or indirectly through connected entities.
¹ Ben van Bilderbeek is settlor of a trust which controls 58.267
per cent. of the shares of Mutual Holdings Limited and the entire issued share
capital of OFM Investments Limited. At the date of this Circular, Mutual
Holdings Limited holds 42,700,001 shares and OFM Investments Limited holds
15,069,767 shares in Plexus Holdings Plc. Additionally, Ben van Bilderbeek
holds 307,693 ordinary shares directly.
² Jeffrey Thrall has an indirect beneficial interest in a company
which controls 34.487 per cent. of Mutual Holdings Limited. Additionally,
Jeffrey Thrall has both a direct and an indirect beneficial interest in Thrall
Enterprises Inc., a company which holds 1,591,512 shares in the Company and he
holds 16,000 shares personally, as at the date of the Circular.
Related Party Transaction
The participation in the Subscription by each of Ben van Bilderbeek, Anastasio
van Bilderbeek, Thrall Enterprises Inc., OFM Investments Limited, Craig
Hendrie and Mike Park constitute related party transactions for the purposes
of Rule 13 of the AIM Rules. Charles Jones (an independent Director of the
Company), considers, having consulted with the Company's nominated adviser,
Cavendish Capital Markets Limited, that the terms of the transaction are fair
and reasonable insofar as its shareholders are concerned.
Application has been made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. It is expected that Admission will
become effective, and that dealings in the New Ordinary Shares will commence
on AIM, at 8.00 a.m. on 8 April 2025. The Enlarged Issued Share Capital, as
increased by the New Ordinary Shares, immediately following Admission will be
172,691,366 Ordinary Shares.
Capitalised terms not otherwise defined in the text of this Announcement have
the meanings given in the Circular published on 20 March 2025.
ENDS
For further information please visit www.plexusplc.com
(http://www.plexusplc.com) or contact:
Plexus Holdings PLC Tel: 01224 774222
Craig Hendrie, CEO
Mike Park, CFO
Cavendish Capital Markets Limited Tel: 0131 220 6939
Derrick Lee
Adam Rae
St Brides Partners Ltd plexus@stbridespartners.co.uk
Isabel de Salis
Paul Dulieu
Will Turner
NOTES
Plexus Holdings plc (AIM: POS) is an IP-led company specialising in developing
and providing wellhead systems and associated products and services for
offshore operations.
Headquartered in Aberdeen, the company focuses on providing wellheads for
Jack-up rig operations such as exploration and appraisal drilling, Plug &
Abandonment work and emerging markets for Carbon Capture & Storage,
hydrogen production and storage and geothermal. Plexus has a collaboration
agreement with SLB to supply Exact adjustable wellhead systems for Jack-up
applications and supports these operations with a range of proprietary
equipment and tools, and project engineering services.
Plexus is known for its highly innovative POS-GRIP® wellhead technology and
HG® metal-to-metal sealing systems, for which licences have been sold to
major industry players such as SLB and TechnipFMC for limited applications.
Plexus continues to develop products based on POS-GRIP technology for
challenging surface production wellhead platforms, special projects and
connector and subsea applications such as the Python® subsea wellhead system.
Plexus has always been at the forefront of innovation to reduce risk and
improve performance in the energy industry, such as developing through-BOP
wellhead systems which help to prevent blow-outs, and POS-GRIP "HG" Seals
which are leak-free throughout field life and so reduce methane emissions and
minimise maintenance costs. These innovations support the oil and gas
industry's ESG and NetZero, and in recognition of this, Plexus was Awarded the
London Stock Exchange's Green Economy Mark in 2021.
For more information visit: https://www.plexusplc.com/
(https://www.plexusplc.com/)
1 Details of the person discharging managerial responsibilities
a) Name Craig Hendrie
2 Reason for the notification
a) Position/status CEO
b) Initial notification/amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Plexus Holdings Plc
b) LEI 213800EP3LC8K5TKDU87
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 Ordinary shares of 1 pence each
Identification code
GB00B0MDF233
b) Nature of the transaction Conditional subscription of ordinary shares of 1 pence each
c) Price(s) and volume(s) Price(s) Volume(s)
6.5 p 461,538
d) Aggregated information
- Aggregated volume 461,538
- Price £30,000
e) Date of the transaction 28 March 2025
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
461,538
£30,000
e)
Date of the transaction
28 March 2025
f)
Place of the transaction
London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities
a) Name Mike Park
2 Reason for the notification
a) Position/status CFO
b) Initial notification/amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Plexus Holdings Plc
b) LEI 213800EP3LC8K5TKDU87
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 Ordinary shares of 1 pence each
Identification code
GB00B0MDF233
b) Nature of the transaction Conditional subscription of ordinary shares of 1 pence each
c) Price(s) and volume(s) Price(s) Volume(s)
6.5 p 461,538
d) Aggregated information
- Aggregated volume 461,538
- Price £30,000
e) Date of the transaction 28 March 2025
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
461,538
£30,000
e)
Date of the transaction
28 March 2025
f)
Place of the transaction
London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities
a) Name Ben van Bilderbeek
2 Reason for the notification
a) Position/status Chairman
b) Initial notification/amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Plexus Holdings Plc
b) LEI 213800EP3LC8K5TKDU87
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 Ordinary shares of 1 pence each
Identification code
GB00B0MDF233
b) Nature of the transaction 1) Conditional subscription of ordinary shares of 1 pence each
2) Conditional conversion of Convertible Loan Notes
c) Price(s) and volume(s) Price(s) Volume(s)
1) 6.5 p 1) 23,169,230
2) 5.2 p 2) 12,500,154
d) Aggregated information
- Aggregated volume 1) 23,169,230 shares with aggregated price £1,506,000
- Price 2) 12,500,154 shares
loan notes converted at 5.2p per share
e) Date of the transaction 28 March 2025
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
1) 23,169,230 shares with aggregated price £1,506,000
2) 12,500,154 shares
loan notes converted at 5.2p per share
e)
Date of the transaction
28 March 2025
f)
Place of the transaction
London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities
a) Name Jeffrey Thrall
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification/amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Plexus Holdings Plc
b) LEI 213800EP3LC8K5TKDU87
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 Ordinary shares of 1 pence each
Identification code
GB00B0MDF233
b) Nature of the transaction 1) Conditional subscription of ordinary shares of 1 pence each (via Thrall
Enterprises Inc)
2) Conditional conversion of Convertible Loan Notes
c) Price(s) and volume(s) Price(s) Volume(s)
1) 6.5 p 1) 4,615,384
2) 5.2 p 2) 961,538
d) Aggregated information
- Aggregated volume 1) 4,615,384 shares with aggregated price £300,000
- Price 2) 961,538 shares
loan notes converted at 5.2p per share
e) Date of the transaction 28 March 2025
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
1) 4,615,384 shares with aggregated price £300,000
2) 961,538 shares
loan notes converted at 5.2p per share
e)
Date of the transaction
28 March 2025
f)
Place of the transaction
London Stock Exchange, AIM
1 Details of the person discharging managerial responsibilities
a) Name Anastasio van Bilderbeek
2 Reason for the notification
a) Position/status Executive Director
b) Initial notification/amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Plexus Holdings Plc
b) LEI 213800EP3LC8K5TKDU87
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 Ordinary shares of 1 pence each
Identification code
GB00B0MDF233
b) Nature of the transaction Conditional subscription of ordinary shares of 1 pence each
c) Price(s) and volume(s) Price(s) Volume(s)
6.5 p 1,538,461
d) Aggregated information
- Aggregated volume 1,538,461
- Price £100,000
e) Date of the transaction 28 March 2025
f) Place of the transaction London Stock Exchange, AIM
d)
Aggregated information
- Aggregated volume
- Price
1,538,461
£100,000
e)
Date of the transaction
28 March 2025
f)
Place of the transaction
London Stock Exchange, AIM
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