Share Buy Back and Director/PDMR Shareholding

RNS Number : 5138T

D4T4 Solutions PLC

21 March 2019

 

D4t4 Solutions Plc

(the "Company" or "D4t4")

'ALL ABOUT THE DATA'

'SOLUTIONS FOR COMPLEX DATA PROBLEMS'

Exercise of options, Issue of Equity, Transaction in Own Shares, Total Voting Rights, Directors' Dealings

and Share Buyback Programme

D4t4 Solutions Plc (AIM: D4T4) announces that on 21 March 2019, the Company issued and allotted 1,255,482 new ordinary shares of 2 pence each in the Company ("New Ordinary Shares") pursuant to the exercise of options by certain Directors and employees of the Company as outlined below (the "Options Exercise"). Following such Options Exercise, certain of the Directors and employees have agreed to sell 435,882 of the New Ordinary Shares to the Company at a price of 237.5 pence per New Ordinary Share, conditional upon admission of the New Ordinary Shares to AIM which is expected to take place on 21 March 2019.  The New Ordinary Shares so purchased will be held in treasury by the Company and will be used to satisfy future exercises of share options.  

Name	Position	Exercise Price	Number of Ordinary Shares Exercised	Number of Ordinary Shares Sold	Resultant Beneficial Holding
Peter Kear	Chief Executive Officer	18.5p	35,000	-	1,665,752
Peter Kear	Chief Executive Officer	51.0p	400,000	110,000
Jim Dodkins	Chief Technology Officer	51.0p	400,000	200,000	690,266
John Lythall	Non-Executive Director	51.0p	380,000	100,000	2,213,960

Following the Options Exercise the Company has 1,790,455 options over Ordinary Shares outstanding.

Related Party Transaction

The purchase of New Ordinary Shares by the Company into treasury from Peter Kear, Jim Dodkins and John Lythalll is considered a related party transaction pursuant to Rule 13 of the AIM Rules for Companies ("AIM Rules") (the "Transaction"). Accordingly, Carmel Warren, Mark Boxall, Matthew Tod, Peter Simmonds, Roger McDowell and Peter Whiting who are independent directors for the purposes of the Transaction, consider, having consulted with finnCap Ltd, the Company's Nominated Adviser for the purposes of the AIM Rules, that the terms of the Transaction are fair and reasonable insofar as shareholders are concerned.

Total Voting Rights

Application has been made for the 1,255,482 New Ordinary Shares to be admitted to trading on AIM ("Admission") and dealings are expected to commence on 27 March 2019. The New Ordinary Shares will rank pari passu with the Company's existing Ordinary Shares.

The total number of Ordinary Shares in issue following Admission will be 39,700,889 Ordinary Shares, with 458,880 Ordinary Shares held in treasury. Consequently, the total voting rights of the Company is 39,242,009.

The above voting rights figure of 39,242,009 may be used by shareholders as the denominator for the calculations by which they 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.

Share Buy-back Programme

The Company also announces that with immediate effect it will commence a share buy-back programme in relation to up to 100,000 Ordinary Shares (the "Buy-back").

The Company has today irrevocably instructed finnCap Ltd ("finnCap") to manage the Buy-back on its behalf during the period commencing today and ending on 24 April 2019, or when the maximum number of Ordinary Shares have been purchased, if earlier. finnCap will retain full discretion in relation to any decisions to purchase Ordinary Shares.

Any Buy-backs will be effected in accordance with the terms of the Company's general authority to make market purchases of its own Ordinary Shares granted to it by shareholders on 23 August 2018, including that the maximum price paid per Ordinary Share is to be no more than 105 per cent. of the average middle market closing price of an Ordinary Share for the five business days preceding the date of any Buy-back.

The Company intends to hold all Ordinary Shares so purchased in treasury for the purpose of satisfying future obligations in relation to its employees' or other share schemes.

Due to the limited liquidity in the issued Ordinary Shares, a buy-back of Ordinary Shares pursuant to the Authority on any given trading day is likely to represent a significant proportion of the daily trading volume in the Ordinary Shares on AIM and is likely to exceed 25 per cent. of the average daily trading volume and, accordingly, the Company will not benefit from the exemption contained in Article 5(1) of Regulation (EU) No. 596/2014.

The Company will make further announcements in due course following any share repurchases.

ENQUIRIES

D4t4 Solutions Plc Peter Kear, Chief Executive Officer Carmel Warren, Chief Financial Officer Tel: [phone] email: [e-mail]

finnCap (Nominated adviser & broker) Julian Blunt/ Hannah Boros - Corporate Finance Alice Lane - ECM Tel: [phone]

TooleyStreet Communications (IR & media relations) Fiona Tooley: Tel: [phone] or email: [e-mail]

About D4t4 Solutions Plc AIM: D4T4 D4t4 Solutions Plc is "ALL ABOUT THE DATA."  We are energetically focused on solutions that enable clients who operate from within the financial services, retail, electronics and telecommunications sectors to get the most from their data.  From collection, through to management and analysis, we provide comprehensive products and services that drive value from our clients' information assets.  We are accredited in ISO27001: Information Security Management and PCI Data Security Standard. To find out more, visit www.d4t4solutions.com

The below notification is made in accordance with the requirements of the EU Market Abuse Regulation.

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Peter Kear
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:	D4T4 Solutions Plc
b)	LEI:	213800HP3XUS3KTGWT63
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 of 2 pence each GB0001351955
b)	Nature of the transaction:	Exercise of options over Ordinary Shares
c)	Price(s) and volume(s):	Price(s) Volume(s) 18.5 pence 35,000 51 pence 400,000
d)	Aggregated information: ·      Aggregated volume: ·      Price:	Price(s) Volume(s) 18.5 pence 35,000 51 pence 400,000
e)	Date of the transaction:	21/03/2019
f)	Place of the transaction:	Off market transaction

X

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Peter Kear
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:	D4T4 Solutions Plc
b)	LEI:	213800HP3XUS3KTGWT63
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 of 2 pence each GB0001351955
b)	Nature of the transaction:	Sale of Ordinary Shares
c)	Price(s) and volume(s):	Price(s) Volume(s) 237.5 pence 110,000
d)	Aggregated information: ·      Aggregated volume: ·      Price:	Single transaction as in 4c) above Price(s) Volume(s) 237.5 pence 110,000
e)	Date of the transaction:	21/03/2019
f)	Place of the transaction:	Off market transaction

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Jim Dodkins
2.	Reason for the notification
a)	Position/status:	Chief Technology Officer
b)	Initial notification/Amendment:	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	D4T4 Solutions Plc
b)	LEI:	213800HP3XUS3KTGWT63
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 of 2 pence each GB0001351955
b)	Nature of the transaction:	Exercise of options over Ordinary Shares
c)	Price(s) and volume(s):	Price(s) Volume(s) 51 pence 400,000
d)	Aggregated information: ·      Aggregated volume: ·      Price:	Single transaction as in 4c) above Price(s) Volume(s) 51 pence 400,000
e)	Date of the transaction:	21/03/2019
f)	Place of the transaction:	Off market transaction

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Jim Dodkins
2.	Reason for the notification
a)	Position/status:	Chief Technology Officer
b)	Initial notification/Amendment:	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	D4T4 Solutions Plc
b)	LEI:	213800HP3XUS3KTGWT63
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 of 2 pence each GB0001351955
b)	Nature of the transaction:	Sale of Ordinary Shares
c)	Price(s) and volume(s):	Price(s) Volume(s) 237.5 pence 200,000
d)	Aggregated information: ·      Aggregated volume: ·      Price:	Single transaction as in 4c) above Price(s) Volume(s) 237.5 pence 200,000
e)	Date of the transaction:	21/03/2019
f)	Place of the transaction:	Off market transaction

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	John Lythall
2.	Reason for the notification
a)	Position/status:	Non-Executive Director
b)	Initial notification/Amendment:	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	D4T4 Solutions Plc
b)	LEI:	213800HP3XUS3KTGWT63
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 of 2 pence each GB0001351955
b)	Nature of the transaction:	Exercise of options over Ordinary Shares
c)	Price(s) and volume(s):	Price(s) Volume(s) 51 pence 380,000
d)	Aggregated information: ·      Aggregated volume: ·      Price:	Single transaction as in 4c) above Price(s) Volume(s) 51 pence 380,000
e)	Date of the transaction:	21/03/2019
f)	Place of the transaction:	Off market transaction

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	John Lythall
2.	Reason for the notification
a)	Position/status:	Non-Executive Director
b)	Initial notification/Amendment:	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	D4T4 Solutions Plc
b)	LEI:	213800HP3XUS3KTGWT63
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 of 2 pence each GB0001351955
b)	Nature of the transaction:	Sale of Ordinary Shares
c)	Price(s) and volume(s):	Price(s) Volume(s) 237.5 pence 100,000
d)	Aggregated information: ·      Aggregated volume: ·      Price:	Single transaction as in 4c) above Price(s) Volume(s) 237.5 pence 100,000
e)	Date of the transaction:	21/03/2019
f)	Place of the transaction:	Off market transaction

 

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