Further Placing to raise £350,000

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

1 May 2020

Braveheart Investment Group plc

("Braveheart" or "the Company")

Further Placing to raise £350,000

Braveheart Investment Group (AIM: BRH), is pleased to announce that, further to the announcement on 29 April 2020 and following significant demand from investors in the last two days, Peterhouse Capital Limited, the Company's broker acting as agent for the Company, has, in an over-subscribed placing placed a further 1,590,909 new ordinary shares of 2 pence each in the Company ("Second Placing Shares") at a price of 22 pence per share ("Second Placing Price") to raise £350,000, before expenses (the "Second Placing"). Investors have also been offered the opportunity to be issued with warrants. Pursuant to this offer, a total of 1,590,909 unlisted and non-transferable warrants in the Company, exercisable at 40 pence ("Warrants") within eighteen months from Second Admission (as defined below) may be issued to the acquirers of the Second Placing Shares.

Placing highlights

·    The Company intends to primarily use the net proceeds of the Second Placing to enable the Company to continue to provide further additional financial investment into its Strategic Investments, as is required over the medium term, being: Paraytec Limited (100 per cent.), Pharm 2 Farm Limited (51.7 per cent.), Kirkstall Limited (64.67 per cent.), Gyrometric Systems Limited (19.95 per cent.), Phasefocus Holdings Limited (25.00 per cent.) and Sentinel Medical Limited (38.38 per cent.). The Board may consider adding new investments to its group of Strategic Investments but the priority will be the support of the existing Strategic Investments. 

·    Following on from the placing announced on 29 April 2020, the Second Placing provides the Company with significant additional resources to assist its Strategic Investments to grow quickly and places the Company in a stronger position in any discussions with third party investors.

·    The Second Placing and the Warrants utilises the Company's existing authority to issue new ordinary shares for cash on a non-pre-emptive basis.

Trevor Brown, Braveheart CEO, commented: "We were delighted with the response from the market to our first fundraising announced on 29 April 2020. Continuing demand over the last two days from investors wishing to subscribe to our Company's shares has now been satisfied by a second placing. The already robust balance sheet of Braveheart has been strengthened significantly, allowing our ambitious development plans for Pharm 2 Farm Limited, Kirkstall Limited and our other Strategic Investments to be accelerated. We believe that the two recent placings will improve liquidity - another positive consequence for all our shareholders."

Details of the Second Placing and admission to AIM

The Company has raised an additional £350,000 before expenses. Pursuant to the Second Placing, the Company will receive net cash proceeds of £332,500. The Second Placing will result in the issue of a total of 1,590,909 Second Placing Shares, representing, in aggregate, approximately 5.1 per cent. of the issued share capital of the Company as enlarged by the issue of the Second Placing Shares. The Second Placing Price represents a discount of approximately 9.1 per cent. to the closing mid-market price per existing ordinary share of 24 pence on 30 April 2020, being the last practicable trading day prior to release of this announcement. In connection with the Second Placing, a total of 39,773 new ordinary shares of 2 pence each in the Company (the "Adviser Second Fee Shares") will be issued as non-cash consideration at the Second Placing Price in lieu of part of the fees due to Peterhouse Capital Limited. The Second Placing Shares and the Adviser Second Fee Shares have been issued utilising the Company's existing share authorities. 

The Second Placing Shares and the Adviser Second Fee Shares, when issued and fully paid, will rank pari passu in all respects with the existing ordinary shares of 2 pence each of the Company in issue and therefore will rank equally for all dividends or other distributions declared, made or paid after the issue of the Second Placing Shares and the Adviser Second Fee Shares on the Second Admission (as defined below).

Pursuant to the Second Placing, the Company is also offering placees in the Second Placing the opportunity to be issued with the Warrants, at nil cost, to subscribe for new ordinary shares of 2 pence each in the Company ("New Ordinary Shares") on the basis of one Warrant for every Second Placing Share acquired pursuant to the Second Placing and on the following terms:

·    the Warrants are exercisable at a price of 40 pence per New Ordinary Share;

·    the Warrants have a life of eighteen months from the date of grant, being the date of Second Admission (as defined below) of the Second Placing Shares;

·    The Warrants will be non-transferable and no application will be made to admit the Warrants to trading on AIM or any other stock exchange; and

·    the Warrants may be exercised at any time during the life of the Warrants.

Placees may apply to be issued with a number of Warrants up to the number of Second Placing Shares they acquire pursuant to the Second Placing. The Warrants will be issued utilising the Company's existing share authorities. 

The issuance of the Warrants will be subject to the Second Admission (as defined below) and receipt of funds in relation to the Second Placing. The Warrants have the rights set out in a Warrant Instrument which is being entered into separately by the Company.

Application will be made to the London Stock Exchange for the Second Placing Shares and the Adviser Second Fee Shares to be admitted to trading on AIM ("the Second Admission"). It is anticipated that the Second Admission will occur, and dealings will commence in the Second Placing Shares and the Adviser Second Fee Shares at 8:00 a.m. on or around 6 May 2020 and in any event no later than 5.00 p.m. on 1 June 2020.

Total voting rights

Following the Second Admission, the Company will have 31,366,521 ordinary shares of 2 pence each in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of ordinary shares and voting rights will be 31,366,521. This figure may be used by shareholders from the Second Admission 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 FCA's Disclosure Guidance and Transparency Rules.

Market Abuse Regulation (MAR)

MAR came into effect from 3 July 2016. Market soundings, as defined in MAR, were taken in respect of the Subscription with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, investors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing and Subscription.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, only investors who have met the criteria of professional clients and eligible counterparties have been procured.  For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.