Director shareholding and concert party update

RNS Number : 5805O

Newmark Security PLC

01 June 2020

 

Newmark Security plc

("Newmark", the "Company" or the "Group")

Director shareholding and concert party update

Newmark Security plc (AIM: NWT), a leading provider of products and services in the security and data sectors, announces that Michel Rapoport, Non-Executive Director, has purchased 35,500,000 ordinary shares of 1p each of the Company ("Ordinary Shares") by way of a transfer at a price of 1.06p per share from Mr Elie Dwek (brother of Maurice Dwek, Chairman of the Company).

Following the completion of this transfer, Michel Rapoport will have a total beneficial interest in 58,555,000 Ordinary Shares, representing 12.49 per cent of the total issued share capital of the Company.

Elie Dwek no longer has a notifiable interest in the Company's issued share capital.

The Company has agreed with the Takeover Panel Executive that, as a result of the transfer of shares from Elie Dwek to Michel Rapoport, Michel Rapoport is now considered to be a member of the Dwek family concert party under the UK Takeover Code (the "Dwek Concert Party") pursuant to the provisions of Note 1 on Rule 9.1 of the UK Takeover Code (the "Code"). Mr Rapoport was not a member of The Dwek Concert Party prior to the transfer taking place. The Dwek Concert Party now consists of Maurice Dwek, Elie Dwek, Marie-Claire Dwek and Michel Rapoport. It has a combined shareholding of 155,854,467 Ordinary Shares, representing 33.25 per cent of the total issued share capital and voting rights of the Company.  

Under Rule 9 of the Code any person who acquires, whether by a series of transactions over a period of time or not, an interest (as defined in the Code) in shares which (taken together with shares in which that person is already interested or in which persons acting with him are interested) carry 30% or more of the voting rights of a company which is subject to the Code, that person is normally required to make a general offer to all the remaining shareholders to acquire their shares.

Similarly, Rule 9 of the Code also provides that when any person, together with persons acting in concert with him, is interested in shares which, in aggregate, carry more than 30% of the voting rights of such company but does not hold shares carrying more than 50% of such voting rights, a general offer will normally be required if any further interest in shares is acquired which increases the percentage of shares carrying voting rights in which he, together with persons acting in concert with him, are interested.

As the Dwek Concert Party has a total interest in more than 30% of the voting rights of the Company, but less than 50%, for so long as they remain in concert, no member of The Dwek Concert Party shall be able to acquire an interest in any other shares without The Dwek Concert Party being required to make an offer for the Company pursuant to Rule 9 of the Code.

For further information:

Newmark Security plc
Marie-Claire Dwek, Chief Executive Officer Graham Feltham, Group Finance Director	Tel: [phone] www.newmarksecurity.com
Allenby Capital Limited (Nominated Adviser and Broker)	Tel: [phone]
James Reeve / Liz Kirchner

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	Michel Rapoport
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	Newmark Security plc
b)	LEI	213800CL2XGDB1YCLM67
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 1p each in Newmark Security plc Identification code (ISIN) for Newmark Security plc ordinary shares: GB0006596406
b)	Nature of the transaction	purchase of shares
c)	Price(s) and volume(s)	Price(s) Volume(s) 1.06p 35,500,000
d)	Aggregated information - Aggregated volume - Price	Price(s) Volume(s) n/a n/a
e)	Date of the transaction	1 June 2020
f)	Place of the transaction	Outside of a trading venue

 

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