Results of Placing

RNS Number : 6104F

Gear4music (Holdings) PLC

19 May 2017

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

For immediate release

19 May 2017

Gear4music (Holdings) plc

Results of Placing

Gear4music (Holdings) plc, the largest UK based online retailer of musical instruments and music equipment, is pleased to announce the successful completion of the Placing announced on 18 May 2017.

A total of 1,449,000 Placing Shares, comprising 610,000 New Shares and 839,000 Sale Shares, have been placed by Panmure Gordon at a price of 690 pence per share. The Placing has, pursuant to the issue of the New Shares, raised approximately £4.2 million (before expenses) for the Company.

Panmure Gordon is acting as Bookrunner in connection with the Bookbuild.

Andrew Wass, Gear4music's Chief Executive Officer, said:

"We are delighted with the level of support for our oversubscribed fundraising. We would like to take the opportunity to welcome new shareholders onto our register as well as thank our existing investors for their continued support. We look forward to putting the funds raised to work in the Group in executing our organic growth strategy for the business."

Dealings by persons discharging managerial responsibilities ("PDMRs"), exercise of warrant and application for admission to trading on AIM

As part of the arrangements for the Placing, certain of the Company's Directors (each of whom is classified as a PDMR of the Company) have sold, in aggregate, 839,000 Sale Shares at the Placing Price.

In addition, pursuant to the full exercise of a warrant instrument ("Instrument"), the Company will issue a further 100,782 new Ordinary Shares ("Warrant Shares") to the warrantholder. The Company will receive approximately £0.14 million as a result of the exercise of the Instrument.

Application has been made to the London Stock Exchange for admission to trading of 710,782 new Ordinary Shares (being the 610,000 New Shares and the 100,782 Warrant Shares) on AIM ("Admission"). It is expected that Admission will take place at 8:00 a.m. on or around 24 May 2017 (at which time the Placing and exercise of the Instrument will become unconditional) and that dealings in the New Shares and Warrant Shares on AIM will commence at the same time.

The New Shares and Warrant Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the New Shares and Warrant Shares.

The interests of the relevant Directors in the current issued share capital and the Company's issued share capital, as enlarged by the issue of the New Shares under the Placing and the Warrant Shares and immediately following Admission, are set out below:

	No. Ordinary Shares currently held	% of current issued share capital	No. Ordinary Shares held immediately following Admission	% of issued share capital immediately following Admission
Andrew Wass (Chief Executive Officer)	7,886,993	39.1%	7,161,993	34.3%
Chris Scott (Chief Financial Officer)	120,462	0.6%	90,462	0.4%
Gareth Bevan (Chief Commercial Officer)	134,382	0.7%	100,382	0.5%
Dean Murray (Non-Executive Director)	249,520	1.2%	199,520	1.0%

As part of the arrangements for the Placing, Mr Wass has undertaken to the Company and Panmure Gordon that, except in certain limited circumstances, he will not dispose of any interest in Ordinary Shares in which he or his connected persons are interested immediately following Admission for a period of 12 months from the date of Admission.

Unless the context requires otherwise, capitalised terms in this announcement have the same meanings as defined in the Company's announcement of the Placing released via RNS on 18 May 2017.

Total voting rights

Gear4music's enlarged issued ordinary share capital immediately following Admission will be 20,867,121 Ordinary Shares with voting rights attached. The Company has no shares in Treasury; therefore the total number of voting rights in Gear4music is 20,867,121. This figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify an interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

For further information please contact:

Gear4music	[phone]
Andrew Wass, Chief Executive Officer
Chris Scott, Chief Financial Officer
Panmure Gordon (Nominated Adviser, Broker and Bookrunner)	[phone]
Andrew Godber / Peter Steel - Investment Banking
Erik Anderson / Tom Salvesen - Corporate Broking
MHP Communications (Financial PR)	[phone]
Andrew Leach
Simon Hockridge
Pete Lambie

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 ("PDMRs") and persons closely associated ("PCAs") with them.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Names	Andrew Wass, Christopher Scott, Gareth Bevan, Dean Murray
2	Reason for the notification
a)	Position/status	Andrew Wass - Chief Executive Officer and PDMR Christopher Scott - Chief Financial Officer and PDMR Gareth Bevan - Chief Commercial Officer and PDMR Dean Murray - Non-Executive Director and PDMR
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gear4music (Holdings) plc
b)	LEI	2138005H4W74HDGSFC49
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	Ordinary Shares of 10 pence each
b)	Identification code	GB00BW9PJQ87
c)	Nature of the transactions	Sale of Ordinary Shares
d)	Price(s) and volume(s)	Andrew Wass - 725,000 Ordinary Shares Chris Scott - 30,000 Ordinary Shares Gareth Bevan - 34,000 Ordinary Shares Dean Murray - 50,000 Ordinary Shares Price: 690 pence per Ordinary Share
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of the transactions	19 May 2017
f)	Place of the transaction	London Stock Exchange, AIM Market (XLON)

Name of authorised official of issuer responsible for making notification:

Chris Scott

Company Secretary to Gear4music (Holdings) plc           

 

END

 

 

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