Issue of Shares to EBT and PDMR Dealings

Gresham House PLC

13 December 2023

 

13 December 2023

Gresham House plc

("Gresham House" or the "Company")

Issue of Shares to Employee Benefit Trust and PDMR Dealings

Issue of shares to employee benefit trust

As announced earlier today, the scheme of arrangement set out within the circular published on 4 August 2023 to implement the acquisition of Gresham House by Seed Bidco Limited pursuant to Part 26 of the Companies Act 2006 ("Scheme") received the sanction of the Court this morning. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Scheme Document.

As announced on 8 December 2023, the Company has applied to AIM for a block listing of 4,157,529 new ordinary shares of £0.25 each in the Company.

In order to satisfy the exercise of options granted pursuant to certain Gresham House employee share plans which were exercised immediately following the sanction of the Scheme by the Court, the Company's Employee Benefit Trust ("EBT") has subscribed for 2,774,782 new ordinary shares in the Company ("New Ordinary Shares") at their par value of £0.25 each, at an aggregate cost to the EBT of £693,695.50. The Company gifted £693,695.50 to the EBT to fund its subscription for the New Ordinary Shares.

Accordingly, the Company has today allotted the New Ordinary Shares to the EBT and such shares rank pari passu in all respects with the existing ordinary shares of £0.25 each in the Company. It is anticipated that the New Ordinary Shares will be admitted to trading on AIM today ("Admission").

Following Admission, the Company's issued share capital will comprise 41,048,778 ordinary shares of £0.25 each, which figure 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 in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules. The Company does not hold any shares in treasury.

Director/PDMR dealings

Immediately following the sanction of the Scheme by the Court, the following persons discharging managerial responsibilities exercised options to acquire ordinary shares of £0.25 each in the Company from the EBT pursuant to certain share awards granted to them under the Gresham House plc Performance Share Plan 2018, as amended on 23 December 2020:

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	Anthony Dalwood
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	Gresham House plc
b)	LEI	N/A
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 £0.25 in Gresham House plc. ISIN: GB0003887287
b)	Nature of the transaction	Exercise of options pursuant to the Gresham House plc Performance Share Plan 2018, as amended on 23 December 2020
c)	Price(s) and volume(s)	Price(s) Volume(s) nil exercise price 924,016
d)	Aggregated information -        Aggregated volume -      Price	N/A
e)	Date of the transaction	13 December 2023
f)	Place of the transaction	Outside trading venue

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	Rupert Robinson
2	Reason for the notification
a)	Position/status	Managing Director, Gresham House Asset Management Limited
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gresham House plc
b)	LEI	N/A
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 £0.25 in Gresham House plc. ISIN: GB0003887287
b)	Nature of the transaction	Exercise of options pursuant to the Gresham House plc Performance Share Plan 2018, as amended on 23 December 2020
c)	Price(s) and volume(s)	Price(s) Volume(s) nil exercise price 668,136
d)	Aggregated information -        Aggregated volume -      Price	N/A
e)	Date of the transaction	13 December 2023
f)	Place of the transaction	Outside trading venue

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	Kevin Acton
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gresham House plc
b)	LEI	N/A
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 £0.25 in Gresham House plc. ISIN: GB0003887287
b)	Nature of the transaction	Exercise of options pursuant to the Gresham House plc Performance Share Plan 2018, as amended on 23 December 2020
c)	Price(s) and volume(s)	Price(s) Volume(s) nil exercise price 469,116
d)	Aggregated information -        Aggregated volume -      Price	N/A
e)	Date of the transaction	13 December 2023
f)	Place of the transaction	Outside trading venue

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	Samee Khan
2	Reason for the notification
a)	Position/status	Chief Legal Officer
b)	Initial notification/ Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gresham House plc
b)	LEI	N/A
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 £0.25 in Gresham House plc. ISIN: GB0003887287
b)	Nature of the transaction	Exercise of options pursuant to the Gresham House plc Performance Share Plan 2018, as amended on 23 December 2020
c)	Price(s) and volume(s)	Price(s) Volume(s) nil exercise price 341,176
d)	Aggregated information -        Aggregated volume -      Price	N/A
e)	Date of the transaction	13 December 2023
f)	Place of the transaction	Outside trading venue

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	Andrew Hampshire
2	Reason for the notification
a)	Position/status	Chief Operating Officer and 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	Gresham House plc
b)	LEI	N/A
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 £0.25 in Gresham House plc. ISIN: GB0003887287
b)	Nature of the transaction	Exercise of options pursuant to the Gresham House plc Performance Share Plan 2018, as amended on 23 December 2020
c)	Price(s) and volume(s)	Price(s) Volume(s) nil exercise price 383,822
d)	Aggregated information -        Aggregated volume -      Price	N/A
e)	Date of the transaction	13 December 2023
f)	Place of the transaction	Outside trading venue

-Ends-

For more information contact:

Gresham House plc     Kevin Acton, Chief Financial Officer	[phone]
Houston - media and analysts      Kay Larsen Alex Clelland Kelsey Traynor	[phone]
Canaccord Genuity Limited - Nominated Adviser and Joint Broker     Bobbie Hilliam     Harry Pardoe	[phone]
Jefferies International Limited - Joint Broker and Financial Adviser  Paul Nicholls James Umbers	[phone]

 

END