NWT Newmark Security Plc

TIDMNWT

RNS Number : 5805O

Newmark Security PLC

01 June 2020

Newmark Security plc

("Newmark", the "Company" or the "Group")

Director shareholding and concert party update

Newmark Security plc (AIM: NWT), a leading provider of products and services in the security and data sectors, announces that Michel Rapoport, Non-Executive Director, has purchased 35,500,000 ordinary shares of 1p each of the Company ("Ordinary Shares") by way of a transfer at a price of 1.06p per share from Mr Elie Dwek (brother of Maurice Dwek, Chairman of the Company).

Following the completion of this transfer, Michel Rapoport will have a total beneficial interest in 58,555,000 Ordinary Shares, representing 12.49 per cent of the total issued share capital of the Company.

Elie Dwek no longer has a notifiable interest in the Company's issued share capital.

The Company has agreed with the Takeover Panel Executive that, as a result of the transfer of shares from Elie Dwek to Michel Rapoport, Michel Rapoport is now considered to be a member of the Dwek family concert party under the UK Takeover Code (the "Dwek Concert Party") pursuant to the provisions of Note 1 on Rule 9.1 of the UK Takeover Code (the "Code"). Mr Rapoport was not a member of The Dwek Concert Party prior to the transfer taking place. The Dwek Concert Party now consists of Maurice Dwek, Elie Dwek, Marie-Claire Dwek and Michel Rapoport. It has a combined shareholding of 155,854,467 Ordinary Shares, representing 33.25 per cent of the total issued share capital and voting rights of the Company.

Under Rule 9 of the Code any person who acquires, whether by a series of transactions over a period of time or not, an interest (as defined in the Code) in shares which (taken together with shares in which that person is already interested or in which persons acting with him are interested) carry 30% or more of the voting rights of a company which is subject to the Code, that person is normally required to make a general offer to all the remaining shareholders to acquire their shares.

Similarly, Rule 9 of the Code also provides that when any person, together with persons acting in concert with him, is interested in shares which, in aggregate, carry more than 30% of the voting rights of such company but does not hold shares carrying more than 50% of such voting rights, a general offer will normally be required if any further interest in shares is acquired which increases the percentage of shares carrying voting rights in which he, together with persons acting in concert with him, are interested.

As the Dwek Concert Party has a total interest in more than 30% of the voting rights of the Company, but less than 50%, for so long as they remain in concert, no member of The Dwek Concert Party shall be able to acquire an interest in any other shares without The Dwek Concert Party being required to make an offer for the Company pursuant to Rule 9 of the Code.

For further information:

 
 Newmark Security plc 
 Marie-Claire Dwek, Chief Executive   Tel: +44 (0) 20 7355 
  Officer                              0070 
  Graham Feltham, Group Finance        www.newmarksecurity.com 
  Director 
 Allenby Capital Limited              Tel: +44 (0) 20 3328 
  (Nominated Adviser and Broker)       5656 
 James Reeve / Liz Kirchner 
 

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                     Michel Rapoport 
     -----------------------  -------------------------------------------- 
 2    Reason for the notification 
     --------------------------------------------------------------------- 
 a)   Position/status          Non-Executive Director 
     -----------------------  -------------------------------------------- 
 b)   Initial notification     Initial notification 
       /Amendment 
     -----------------------  -------------------------------------------- 
 3    Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
     --------------------------------------------------------------------- 
 a)   Name                     Newmark Security plc 
     -----------------------  -------------------------------------------- 
 b)   LEI                      213800CL2XGDB1YCLM67 
     -----------------------  -------------------------------------------- 
 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              Ordinary shares of 1p each in Newmark 
       of the financial         Security plc 
       instrument,              Identification code (ISIN) for Newmark 
       type of instrument       Security plc ordinary shares: GB0006596406 
       Identification 
       code 
     -----------------------  -------------------------------------------- 
 b)   Nature of the            purchase of shares 
       transaction 
     -----------------------  -------------------------------------------- 
 c)   Price(s) and               Price(s)   Volume(s) 
       volume(s)                  1.06p      35,500,000 
                                 ---------  ----------- 
     -----------------------  -------------------------------------------- 
 d)   Aggregated information     Price(s)   Volume(s) 
       - Aggregated               n/a        n/a 
       volume                               ---------- 
       - Price 
     -----------------------  -------------------------------------------- 
 e)   Date of the              1 June 2020 
       transaction 
     -----------------------  -------------------------------------------- 
 f)   Place of the             Outside of a trading venue 
       transaction 
     -----------------------  -------------------------------------------- 
 

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END

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