8 August 2025
Amcomri Group plc
("Amcomri" or the "Company")
Exercise of Warrants and Total Voting Rights
and
Grant of LTIP Options
Amcomri Group plc (AIM: AMCO), the UK focused specialist engineering services and industrial manufacturing group, announces that it has received notice to exercise warrants over 140,363 new ordinary shares in the Company of 1p each ("Warrant Shares"), at an exercise price of 55p, resulting in the receipt of approximately £77,000.
Application has been made for the 140,363 Warrant Shares to be admitted to trading on AIM, which is expected to occur on 13 August 2025 ("Admission"). The Warrant Shares will rank pari passu in all respects with the ordinary shares of 1p each ("Ordinary Shares").
Following Admission, the Company's issued share capital will comprise 71,978,912 Ordinary Shares, none of which are held in treasury. Therefore, the total number of Ordinary Shares with voting rights in the Company following admission will be 71,978,912. This figure 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 Group under the FCA's Disclosure, Guidance and Transparency Rules.
In addition, the Company announces that it has today granted nominal cost options ("LTIP Options") over 884,000 Ordinary Shares under the Amcomri Long Term Incentive Plan 2024 ("LTIP") established by the Remuneration Committee to motivate, retain and incentivise high calibre executives, and align the interests of executives and shareholders in order to successfully grow shareholder value. Any vesting of the LTIP Options is subject to the achievement of Adjusted EBITDA and Total Shareholder Return performance targets over a three-year performance period to 31 December 2027 and to continued employment, under the terms of the LTIP.
The LTIP Options have been granted by the Remuneration Committee to the Executive Directors and PDMRs as follows:
| Director/PDMR |
Number of LTIP Options |
Vesting date |
Expiry date |
| Hugh Whitcomb, CEO |
228,000 |
7 August 2028 |
7 August 2038 |
| Mark O'Neill, Investment Director |
193,000 |
7 August 2028 |
7 August 2038 |
| Siobhán Tyrrell, Chief Financial Officer |
184,000 |
7 August 2028 |
7 August 2038 |
| Mark Mullen, Business Process Improvement Director |
139,500 |
7 August 2028 |
7 August 2038 |
| Steve Jones, Group Industrial Director |
139,500 |
7 August 2028 |
7 August 2038 |
The notifications below, made in accordance with the requirements of the UK Market Abuse Regulation, provide further details.
Application of the Takeover Code to awards of LTIP Options to persons acting in concert
Certain shareholders in the Company prior to its admission to AIM are deemed to be acting in concert for the purposes of the Takeover Code (together referred to as the "Concert Party"). At IPO and prior to the grant of the LTIP Options, collectively the Concert Party was interested in 74.5% of the Ordinary Shares in issue, increasing to a maximum percentage assuming the exercise of existing share options granted ("Existing Options") to 74.7%. Assuming the exercise of all Share Options (being the Existing Options and the LTIP Options), the aggregate maximum percentage of the Concert Party in Ordinary Shares following the grant of the LTIP Options today is 71.5%.
Under Rule 9 of the Takeover Code, any person who acquires an interest in shares which, taken together with shares in which that person or any person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code is normally required to make an offer to all the remaining shareholders to acquire their shares ("Rule 9 Offer").
Similarly, when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, a Rule 9 Offer will normally be required if any further interests in shares carrying voting rights are acquired by such person or any person acting in concert with that person. A Rule 9 Offer must be made in cash at the highest price paid by the person required to make the offer, or any person acting in concert with such person, for any interest in shares of the company during the 12 months prior to the announcement of the offer.
While the Concert Party controls over 50% of the total voting rights, the exercise of Share Options by the Concert Party will not trigger a requirement to make a Rule 9 Offer unless the relevant individual holder's shareholding increases through a Rule 9 threshold. However, it is possible that over the 10 year life of the Share Options the Concert Party's collective percentage shareholding could decrease to below 50%; for example, as a result of share sales by members of the Concert Party and/or as a result of a new Ordinary Shares being issued. In these circumstances the exercise of Share Options could trigger a Rule 9 Offer, unless waived by the Takeover Panel. The Takeover Panel has been consulted about such a waiver and has confirmed that it will not require a Rule 9 Offer to be made as a result of the exercise of the Share Options.
Grant of LTIP Options to members of the Concert Party
The interests of the Concert Party members who were granted LTIP Options are shown in the table below. The maximum percentage has been calculated on the basis that only the LTIP Options granted to members of the Concert Party are exercised.
| Name |
Number of Ordinary Shares |
Existing Share Options |
Maximum percentage on exercise of Existing Share Options |
New LTIP Options |
Maximum percentage on exercise of all Share Options |
| Hugh Whitcomb |
4,636,976 |
414,546 |
7.0% |
228,000 |
7.2% |
| Mark O'Neill |
1,869,778 |
160,000 |
2.8% |
193,000 |
3.0% |
| Mark Mullen |
500,205 |
126,000 |
0.9% |
139,500 |
1.0% |
Full details of the Concert Party's composition and its interests in Ordinary Shares and Existing Share Options are set out on pages 41 and 42 of the Company's Admission Document which is available at https://amcomrigroup.com/investor-relations/aim-rule-26 .
For further information please contact:
| Amcomri Group plc |
Via Walbrook |
| Hugh Whitcomb, Chief Executive Officer Mark O'Neill, Investment Director |
Tel: +44 (0)20 7933 8780 |
| Siobhán Tyrrell, Chief Financial Officer
|
|
| Cavendish Capital Markets Limited |
Tel: +44 (0)20 7220 0500 |
| Adrian Hadden/Katy Birkin - Corporate Finance |
|
| Michael Johnson/Jasper Berry/Andrew Burdis - Sales/Broking
|
|
| Walbrook PR Ltd |
Tel: +44 (0)20 7933 8780 |
| Tom Cooper/Nick Rome |
|
| |
|
To find out more, please visit: www.amcomrigroup.com
Notes to Editors:
Amcomri is a "Buy, Improve, Build" group focusing on acquiring, integrating and enhancing specialist engineering services and industrial manufacturing businesses that provide technical services to major UK infrastructure, transportation and energy companies and bespoke mission-critical services to a diverse range of sectors and markets.
The Group currently operates through the following two divisions:
(i) Embedded Engineering Division: provides specialist technical and engineering services for major industrial, infrastructure and transportation clients, typically with complex technical needs and undertaken in operating environments where safety and compliance performance are critical requirements. The division predominantly provides engineering services and support for their clients' capital intensive, mission-critical assets such as high voltage electrical transmission systems, petrochemical and continuous process operations, and large power generation plants.
(ii) B2B Manufacturing Division: focuses on selective niche B2B markets or businesses, where the Group has identified an opportunity to achieve enhanced financial performance by leveraging an initially strong competitive market position combined with the Group's business improvement capabilities.
The Group operates across a diverse range of sectors and markets, including industrial, infrastructure and mass transportation. The Group deploys a structured "Buy, Improve, Build" strategy with a track record of value enhancing acquisitions in the industrial environment. It has a particular focus on leveraging the Group's experience and track record in relation to acquisitions arising from owner manager 'retirement' situations, where there are no, or limited, alternative plans for succession to sustain the enterprise value present within the target business.
The Group has been created through a series of 18 successful acquisitions, comprising the acquisition of 14 operating companies and 4 bolt-on asset/business purchases, each of which has been integrated into the Group. Post acquisition, the Group has a strong focus on facilitating and supporting its operating companies with organic growth initiatives, and the Group's businesses are well placed to take advantage of generally positive conditions in their respective niche end markets.
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
|
Hugh Whitcomb |
||||
| 2
|
Reason for the notification
|
|||||
| a)
|
Position/status
|
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
|
Amcomri Group plc |
||||
| b)
|
LEI |
64887R4549E0TZ3ZZV74 |
||||
| 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 (ISIN)
|
Ordinary Shares in Amcomri Group plc
GB00BMBWCV32 |
||||
| b)
|
Nature of the transaction
|
Grant of LTIP Options |
||||
| c)
|
Price(s) and volume(s)
|
|
||||
| d)
|
Aggregated information - Aggregated volume - Price |
N/A (single transaction) |
||||
| e)
|
Date of the transaction
|
7 August 2025 |
||||
| f)
|
Place of the transaction
|
AIMX |
||||
| 1
|
Details of the person discharging managerial responsibilities / person closely associated
|
|||||
| a)
|
Name |
Mark O'Neill |
||||
| 2
|
Reason for the notification
|
|||||
| a)
|
Position/status |
Investment Director |
||||
| b)
|
Initial notification /Amendment
|
Initial notification |
||||
| 3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
|||||
| a)
|
Name
|
Amcomri Group plc |
||||
| b)
|
LEI
|
64887R4549E0TZ3ZZV74 |
||||
| 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 in Amcomri Group plc
GB00BMBWCV32 |
||||
| b)
|
Nature of the transaction
|
Grant of LTIP Options |
||||
| c)
|
Price(s) and volume(s)
|
|
||||
| d)
|
Aggregated information - Aggregated volume - Price
|
N/A (single transaction) |
||||
| e)
|
Date of the transaction
|
7 August 2025 |
||||
| f)
|
Place of the transaction
|
AIMX |
||||
| 1
|
Details of the person discharging managerial responsibilities / person closely associated
|
|||||
| a)
|
Name
|
Siobhán Tyrrell |
||||
| 2
|
Reason for the notification |
|||||
| a)
|
Position/status
|
Chief Financial Officer |
||||
| b)
|
Initial notification /Amendment
|
Initial notification |
||||
| 3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
|||||
| a)
|
Name
|
Amcomri Group plc |
||||
| b)
|
LEI
|
64887R4549E0TZ3ZZV74 |
||||
| 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 in Amcomri Group plc
GB00BMBWCV32 |
||||
| b)
|
Nature of the transaction
|
Grant of LTIP Options |
||||
| c)
|
Price(s) and volume(s)
|
|
||||
| d)
|
Aggregated information - Aggregated volume - Price
|
N/A (single transaction) |
||||
| e)
|
Date of the transaction
|
7 August 2025 |
||||
| f)
|
Place of the transaction
|
London Stock Exchange, AIM Market (XLON) |
||||
| 1
|
Details of the person discharging managerial responsibilities / person closely associated
|
|||||
| a)
|
Name
|
Mark Mullen |
||||
| 2
|
Reason for the notification
|
|||||
| a)
|
Position/status
|
Business Process Improvement Director |
||||
| b)
|
Initial notification /Amendment
|
Initial notification |
||||
| 3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
|||||
| a)
|
Name
|
Amcomri Group plc |
||||
| b)
|
LEI
|
64887R4549E0TZ3ZZV74 |
||||
| 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 in Amcomri Group plc
GB00BMBWCV32 |
||||
| b)
|
Nature of the transaction
|
Grant of LTIP Options |
||||
| c)
|
Price(s) and volume(s)
|
|
||||
| d)
|
Aggregated information - Aggregated volume - Price
|
N/A (single transaction) |
||||
| e)
|
Date of the transaction
|
7 August 2025 |
||||
| f)
|
Place of the transaction
|
AIMX |
||||
| 1
|
Details of the person discharging managerial responsibilities / person closely associated
|
|||||
| a)
|
Name
|
Steve Jones |
||||
| 2
|
Reason for the notification
|
|||||
| a)
|
Position/status
|
Group Industrial Director |
||||
| b)
|
Initial notification /Amendment
|
Initial notification |
||||
| 3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
|||||
| a)
|
Name
|
Amcomri Group plc |
||||
| b)
|
LEI
|
64887R4549E0TZ3ZZV74 |
||||
| 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 in Amcomri Group plc
GB00BMBWCV32 |
||||
| b)
|
Nature of the transaction
|
Grant of LTIP Options |
||||
| c)
|
Price(s) and volume(s)
|
|
||||
| d)
|
Aggregated information - Aggregated volume - Price
|
N/A (single transaction) |
||||
| e)
|
Date of the transaction
|
7 August 2025 |
||||
| f)
|
Place of the transaction
|
AIMX |
||||
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