TIDMTPX
RNS Number : 5567R
Panoply Holdings PLC (The)
09 March 2021
9 March 2021
The Panoply Holdings PLC
("The Panoply", or the "Group")
Issue of Shares and PDMR dealings
The Panoply Holdings PLC, the technology-enabled services group
focused on digital transformation, announces that the Group has
today issued 573,233 new ordinary shares of 1 pence each in respect
of outstanding acquisition consideration totalling GBP1,032,288
("Earnout Shares") and 4,221 new ordinary shares of 1 pence in
respect of the Share Incentive Plan ("SIP").
The SIP Trustees (Cytec Trustees Limited) acquired a total of
4,221 shares (the "Partnership Shares") on 8 March 2021 at a price
of GBP2.19 per Ordinary Share and total cost of GBP9,244. The
Partnership Shares were acquired by purchase in the market and
allocated to those Group employees participating in its Share
Incentive Plan (SIP) scheme. As set out at the time of the
announcement of The Panoply's interim results on 30 November 2020,
this SIP Plan is designed to reward and incentivise employees of
the Group through tax-efficient salary sacrifice and a free
matching award of Ordinary Shares on a one-for-one basis.
Accordingly, on 8 March 2021, the SIP Trustees also allocated a
total of 4,221 matching shares (the "Matching Shares") under the
SIP. The Matching Shares are covered by the Group's block listing
as announced on 15 January 2021.
Neal Gandhi and Oliver Rigby received Earnout Shares in respect
of the acquisitions, together with Partnership Shares and Matching
Shares under the SIP as follows:
Name Earnout Partnership Matching Total Shares post Percentage
Shares Shares acquired Shares issue (including shares of issued
issued issued held by the SIP on share capital
behalf of the relevant
PDMR)
Neal Gandhi 63,814 69 69 10,061,000 12.5%
-------- ----------------- --------- ------------------------- ---------------
Oliver Rigby 1,674 69 69 5,097,781 6.3%
-------- ----------------- --------- ------------------------- ---------------
Remaining value of acquisition consideration to be issued
Following the issue, the Company has additional consideration to
pay totalling GBP10,069,773. The maximum further shares to be
issued as a result of this consideration is 13,024,234, which
reduces to 4,864,625 assuming the share price remained constant at
GBP2.07, being the closing mid-market price on 4 March 2021.
Further details of the share issues are set out below:
Value GBP'000s Minimum share Max shares to be issued Shares to be issued
price '000s calculated based on
price of GBP2.07
5,939 74p 8,026 2,869
-------------- ------------------------ ---------------------
1,306 82p 1,593 631
-------------- ------------------------ ---------------------
838 82.5p 1,015 405
-------------- ------------------------ ---------------------
1,987 83.125p 2,390 960
-------------- ------------------------ ---------------------
10,070 13,024 4,865
-------------- ------------------------ ---------------------
Timing of payment of Value GBP'000s
acquisition consideration
Within the next 6 months 5,294
--------------
Between 6-12 months 1,908
--------------
After 12 months 2,868
--------------
Admission to trading and total voting rights
An application has been made for the admission of the Earnout
Shares to trading on AIM which is expected to take place on or
around 12 March 2021. The Matching Shares are covered by the
Group's block listing as announced on 15 January 2021.
Following this issue of Earnout Shares and Matching Shares the
Company will have 80,428,360 Ordinary Shares in issue and no
Ordinary Shares in treasury. Therefore, the total voting rights in
The Panoply will be 80,428,360. T his figure may be used by
shareholders as the denominator for the calculation by which they
may determine if they are required to notify their interest in, or
change to their interest in, the Group under the FCA's Disclosure
Guidance and Transparency Rules.
Enquiries:
The Panoply Holdings Via Alma PR
Neal Gandhi (CEO)
Oliver Rigby (CFO)
Stifel Nicolaus Europe Limited +44 (0)207 710 7600
(Nomad and Joint Broker)
Fred Walsh
Alex Price
Dowgate Capital Limited
(Joint Broker)
James Serjeant
David Poutney +44 (0)203 903 7715
Alma PR panoply@almapr.co.uk
(Financial PR) +44(0)203 405 0209
Susie Hudson
Josh Royston
Harriet Jackson
About The Panoply
The Panoply is a digitally native technology services company,
built to service clients' digital transformation needs. Founded in
2016, with the aim of identifying and acquiring best-of-breed
specialist information technology, design and innovation consulting
businesses across Europe, the Group collaborates with its clients
to deliver the technology outcomes they're looking for at the pace
that they expect and demand.
More information is available at www.thepanoply.com
1 Details of the person discharging managerial
responsibilities / person closely associated
a) Name Neal Gandhi
-------------------------- ----------------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status Chief Executive Officer
-------------------------- ----------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------- ----------------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
-------------------------------------------------------------------
a) Name The Panoply Holdings Plc
-------------------------- ----------------------------------------
b) LEI 2138004S9O18Q6F9MS74
-------------------------- ----------------------------------------
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 Ordinary Shares
the financial
instrument, type
of instrument
Identification ISIN: GB00BGGK0V60
code
b) Nature of the Receipt of vendor consideration
transaction shares and purchase and allocation
of Partnership and Matching
Shares, respectively, under
The Panoply Holdings PLC
Share Incentive Plan
c) Price(s) and Earnout Shares:
volume(s) 8,372 ordinary shares
at 178.42 p
55,442 ordinary shares
at 180.52p
Matching Shares:
69 ordinary shares at
219p
Partnership Shares:
69 ordinary shares at
219p
--------------------------------
d) Aggregated information Earnout Shares:
63,814 shares
GBP115,021
- Aggregated Matching Shares:
volume 69 shares
GBP151.11
- Price
Partnership Shares:
69 shares
GBP151.11
e) Date of the transaction 9 March 2021
f) Place of the Earnout Shares and Matching
transaction Shares took place outside
a trading venue
Partnership Shares acquired
on AIM
-------------------------- ----------------------------------------
1 Details of the person discharging managerial
responsibilities / person closely associated
-------------------------------------------------------------------
a) Name Oliver Rigby
-------------------------- ----------------------------------------
2 Reason for the notification
-------------------------------------------------------------------
a) Position/status Chief Financial Officer
-------------------------- ----------------------------------------
b) Initial notification Initial notification
/Amendment
-------------------------- ----------------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
-------------------------------------------------------------------
a) Name The Panoply Holdings Plc
-------------------------- ----------------------------------------
b) LEI 2138004S9O18Q6F9MS74
-------------------------- ----------------------------------------
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 Ordinary Shares
the financial
instrument, type
of instrument
Identification ISIN: GB00BGGK0V60
code
b) Nature of the Receipt of vendor consideration
transaction shares and purchase and allocation
of Partnership and Matching
Shares, respectively, under
The Panoply Holdings PLC
Share Incentive Plan
c) Price(s) and Earnout Shares:
volume(s) 1,674 ordinary shares
at 178.42 p
Matching Shares:
69 ordinary shares at
219 p
Partnership Shares:
69 ordinary shares at
219 p
--------------------------------
d) Aggregated information Earnout Shares:
1,674 shares
GBP2,987
- Aggregated Matching Shares:
volume 69 shares
GBP151.11
- Price
Partnership Shares:
69 shares
GBP151.11
e) Date of the transaction 9 March 2021
f) Place of the Earnout Shares and Matching
transaction Shares took place outside
a trading venue
Partnership Shares acquired
on AIM
-------------------------- ----------------------------------------
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END
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