Intention to Float on the London Stock Exchange

Milton Capital plc

("Milton Capital", "Milton" or the "Company")

Intention to float on the Main Market of the London Stock Exchange 

Milton Capital Plc (LSE:MII) a new type of special purpose acquisition company, is pleased to announce its intention to apply for admission of its shares to the standard listing segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange ("Admission").

Admission is expected to take place on or around 4 October 2022 under the ticker 'MII'.  

Highlights:

•    One Price for All - All investors have come in at the same time and at the same IPO price; no Founder Shares or pre-IPO rounds; no pre-IPO warrants; no pre-IPO options.

•   No Advisory/Broking Fees- The Company's advisor and broker, Peterhouse Capital, has agreed to waive all advisory fees and commission on all funds raised at the IPO and will receive no annual retainer.

•     Capped listing and on-going costs -

•     Total costs for the IPO have been capped at £50,000, including all accounting, legal, PR and Exchange fees;

•     Total costs for the first full year after listing also capped at £50,000.

•    No ongoing director salaries - The Company's directors will receive no salaries or consultancy fees; compensation will only be received by way of a success fee on the completion of a Reverse Takeover, approved by shareholders.

Malcolm Burne, Director of Milton, commented: "I see this shell as being a particularly exceptional opportunity because it has a transparent capital structure with no founders' shares, minimal listing expenses, and the exclusively success-based remuneration for directors. This sets it apart from the typical cash shell and preserves cash, making it a more valuable M&A target. We now look forward to delivering a deal which will create shareholders' value".

FURTHER INFORAMTION

Strategy

The Company was formed to undertake one or more acquisitions of a majority interest in a company or business. Any such acquisition undertaken by the Company will be treated as a reverse takeover for the purposes of Chapter 5 of the Listing Rules.

The directors intend to search initially for acquisition opportunities in the technology sector. The theme focus for the prospective acquisition is megatrends. This includes sectors such as space, artificial intelligence, machine learning and blockchain technology.

Megatrends are powerful, transformative forces that can change the global economy, business and society. They drive innovation and redefine business strategies and have a meaningful impact on how we live, how we spend our money and how we invest. The disrupters in particular have produced dynamic profits for early-stage shareholders.

Placing

The Company has raised £1 million before costs by means of the placing of 100,000,000 Ordinary Shares of the Company at a price of £0.01 each (the "Placing"). The IPO costs, which amount to £55,955 have been capped at £50,000 by Peterhouse Capital and as such, post Admission, the Company will have net proceeds of £950,000. Peterhouse Capital is acting as Sole Broker in relation to the Placing.

Before purchasing any shares in the Company, persons viewing this announcement should ensure that they have read and fully understand and accept all information and risks, which will be set out in the Prospectus if published.

Investor Warrant Instrument

The Company, conditional on Admission, will issue 200,000,000 warrants equally to all investors who participated in the Placing ("Investor Warrants").

The Investor Warrants give the right to subscribe for one Ordinary Share at £0.015 per Ordinary Share, a 50% premium to the Issue Price. All Investor Warrants may be exercised for a period of 5 years from the date of Admission. The Investor Warrants have an accelerator clause which applies if the Company announces and signs a sale and purchase agreement within 60 months of Admission. The Company will serve notice on the Investor Warrant holders to exercise their Investor Warrants in this event. When the Company serves notice, any Investor Warrants remaining unexercised after 7 calendar days following the notification of the notice will be cancelled.

Broker Warrant Instrument

The Company, conditional on Admission and £1m being raised, will issue 5,000,000 warrants (equating to 5 per cent. of the Enlarged Share Capital) to Peterhouse Capital ("Broker Warrants").

The Broker Warrants are exercisable at £0.015 per Ordinary Share. All Broker Warrants may be exercised for a period of 5 years from the date of Admission, and conditional on Admission. The Broker Warrants are non-transferable. The Broker Warrants have an accelerator clause which applies if the Company announces and signs a sale and purchase agreement within 60 months of Admission. The Company will serve notice on the Broker Warrant holders to exercise their Broker Warrants in this event. When the Company serves notice, any Broker Warrants remaining unexercised after 7 calendar days following the notification of the notice will be cancelled.

Directors

Malcolm Burne started his long career with a leading firm of London Stockbrokers as an equities analyst and later became a financial columnist with the Financial Times and other business publications. He has started a number of businesses in the financial, technology and natural resources sectors not only in UK but also Australia, Hong Kong and North America. He has been the architect of a substantial number of SPACS usually targeting new trends and has completed many reverse takeovers. Malcolm has sat on the boards of numerous public companies, including Main Market companies such as Golden Prospect. He was a director of Auctus Growth Plc, a Standard List special purpose acquisition company, which acquired HeiQ Materials AG and was re-admitted to Standard List in December 2020. Malcolm is also a founder director of Star Tech NG Plc, a pre-IPO fund in US growth tech. As a corporate financier and venture capital investor Malcolm has a significant investment portfolio of private companies in the new economy and fintech space some of which he is a director representing his shareholding.

Eran Zucker has over 15 years of experience dealing with a range of transactional and advisory work, including company affairs, restructurings, mergers and acquisitions, and IPOs. Eran works with companies in both the UK and international markets, listed on the Standard List, AIM and AQSE Growth Market. Over his career, Eran has been instrumental in advising several reverse takeovers of technology and life sciences companies, including Rule 3 independent advisory, financial advisory for Main Market companies and corporate advisory for a combination of AIM and AQSE Growth Market companies. Starting as an associate at Lion Capital Corporation Limited, Eran Is now a Managing Director at Peterhouse, leading transactions on AIM and the Standard List. With more than 15 years of experience in driving innovation and technology companies to list on the London markets, Eran is well connected to the Israeli innovation ecosystem.

Eran holds a Masters in Finance degree from London Business School and First Class Honours degree in Business Studies from Cass Business School, City University London. He is also a combat medic and a trained chef.