Earn-Out Shares and PDMR Dealing

RNS Number : 9782V

Ergomed plc

12 April 2019

 

Ergomed Issues Earn-Out Shares to Former Shareholders of PharmInvent and PDMR Dealing

Guildford, UK - 12 April 2019: Ergomed plc (LSE: ERGO) ("Ergomed" or the "Company"), a company focused on providing specialised services to the pharmaceutical industry, today announces the issue of 158,810 new ordinary shares of 1p each in the Company ("Earn-Out Shares") to former shareholders of European PharmInvent Services s.r.o. ("PharmInvent") (now named PrimeVigilance s.r.o.).

The Board of Ergomed has approved the allotment and issue of the Earn-Out Shares as part of the final payment of contingent consideration for the acquisition of PharmInvent, announced on 29 November 2016. Under the terms of this deal, Ergomed acquired 100 per cent of the issued share capital of PharmInvent for an initial consideration of €4.8 million (£4.1 million), with contingent consideration based on the achievement of EBITDA targets for 2016, 2017 and 2018 of up to an aggregate further €3.2 million (£2.7 million). The initial and contingent consideration (earn-out) are both satisfied 80% in cash and 20% in new Ergomed ordinary shares.  The Earn-Out Shares will be issued at a price of 152.975 pence per share.

Dr Jan Petracek, Chief Operating Officer of the Company, will receive 79,405 new ordinary shares at a price of 152.975 pence per share as part of the issue of the Earn-Out Shares. Following the issue of the Earn-Out Shares, Dr Petracek will hold 497,411 ordinary shares in the capital of the Company (representing 1.07 per cent. of the Company's issued share capital).

An application has been made for the admission to trading on AIM of the Earn-Out Shares ("Admission"). Admission is expected to take place on 16 April 2019. The Earn-Out Shares will rank pari passu in all respects with Ergomed's existing shares in issue. Following Admission, the Company's enlarged issue share capital will comprise 46,320,248 Ordinary Shares with one voting right per share. No shares are held in Treasury. The total number of voting rights in the Company is therefore 46,320,248. The figure of 46,320,248 ordinary shares may be used by shareholders in the Company 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 share capital of the Company under the FCA's Disclosure and Transparency Rules.

The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

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	Dr Jan Petracek
2	Reason for the notification
a)	Position/status	Chief Operating Officer
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Ergomed plc
b)	Legal Entity Identifier	213800BVS8I9VMC1AP84
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 1 pence each  GB00BN7ZCY67
b)	Nature of the transaction	Acquisition of shares in relation to earn-out payment for the acquisition of European PharmInvent Services s.r.o.
c)	Currency	GBP
d)	Price(s) and volume(s)	Price(s)	Volume(s)
		152.975p	79,405
e)	Aggregated information - Aggregated volume - Price - Aggregated total	Volume: 79,405 Price: 152.975p Aggregated volume: £121,469.80
f)	Date of the transaction	Admission of the shares expected on 16 April 2019
g)	Place of the transaction	London Stock Exchange, AIM

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