Maestrano Group PLC (LON:MNO), has announced that it will be issuing 7,338,336 ordinary shares of £0.01 each as final consideration for the acquisition of Airsight Holdings Pty Ltd that was approved by shareholders on 31st October 2019.
As originally announced on the 23rd September 2019, further Ordinary Shares would be issued to the shareholders of Airsight on the 30th September 2020, with the exact number calculated pro-rata against a revenue target for the total revenue achieved by Airsight products and services of A$1.5 million for the financial year ended 30th June 2020. As the revenues for Airsight for that period have exceeded A$1.5 million, the Company will be issuing at a valuation of £0.0165 per Ordinary Share the full consideration of 7,338,336 Ordinary Shares under the terms of the Airsight acquisition agreement.
Settlement and Dealings
Application has been made to the AIM Market of the London Stock Exchange Plc for admission to trading of the 7,338,336 Holdback Shares, which rank pari passu with the Company’s existing issued Ordinary Shares. Dealings on AIM are expected to commence at 8:00am on or around 30th September 2020.
Total Voting Rights
For the purposes of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules, following Admission Maestrano will have 153,423,705 Ordinary Shares in issue with voting rights attached. Maestrano does not hold any shares in treasury. This figure of 153,423,705 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 Company, under the DTRs.
Concert Party shareholdings
Shareholdings of members of the Concert Party, as defined in the circular to shareholders on the 15th October 2019 in respect of the Airsight acquisition, as at the date of this announcement and following the issue of the Holdback Shares are and will be as follows:
| Name | Number of Ordinary Shares | Percentage of the Company’s issued share capital | Number of Holdback Shares to be issued on 30 September 2020 | Number of Ordinary Shares held immediately following issue of Holdback Shares | Percentage of the Company’s issued share capital immediately following issue of Holdback Shares |
| Nicholas Smith(Director) | 23,034,375 | 15.8% | 2,559,375 | 25,593,750 | 16.7% |
| Aaron Hoye | 23,034,375 | 15.8% | 2,559,375 | 25,593,750 | 16.7% |
| David Israel | 9,406,499 | 6.4% | 1,228,500 | 10,634,999 | 6.9% |
| Ashley Cox | 4,299,750 | 2.9% | 477,750 | 4,777,500 | 3.1% |
| Ian Buddery(Chairman) | 8,470,140 | 5.8% | 513,336 | 8,983,476 | 5.9% |
| Totals: | 68,245,139 | 46.7% | 7,338,336 | 75,583,475 | 49.3% |
