PDMR Shareholdings

City Pub Group PLC (The)

29 February 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

29 February 2024

THE CITY PUB GROUP PLC ("CITY PUBS")

Exercise of Options, Admission of Shares, rule 2.9 announcement and PDMR Shareholdings

City Pubs announces that, following this morning's announcement of the Court sanctioning the Scheme, the Company has allotted 5,765,000 ordinary shares of 1 penny each in the Company ("Ordinary Shares") pursuant to the exercise of options for Ordinary Shares by certain employees of the Company, including Clive Watson, Rupert Clarke, Holly Elliott and Christopher Merriman (together the "PDMRs").

Admission

An application has been made for the 5,765,000 new Ordinary Shares to be admitted to trading on AIM ("Admission") and dealings are expected to commence by 8.00 a.m. on 1 March 2024. The new Ordinary Shares will rank pari passu with the Company's existing Ordinary Shares.

Total Voting Rights

In accordance with Rule 2.9 of the Code, City Pubs confirms that the total number of Ordinary Shares in issue following Admission will be 110,608,151 Ordinary Shares (excluding Ordinary Shares held in treasury). There are also 1,450,279 Ordinary Shares held in treasury. Accordingly following Admission, the figure of 110,608,151 may be used by shareholders 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

Details of the Ordinary Shares allotted to the PDMRs are set out in the table at the end of this announcement ("notifications"). The notifications are made in accordance with the requirements of the EU Market Abuse Regulation.

Capitalised terms in this announcement, unless otherwise defined, have the same meaning as set out in the scheme document published by City Pubs on 13 December 2023.

Enquiries:

City Pubs	Tel: [phone]
Clive Watson, Executive Chairman
Holly Elliott, CFO
Houlihan Lokey	Tel: [phone]
(Lead Financial Adviser and Joint Rule 3 Adviser to City Pubs)
Sam Fuller / Tim Richardson / Tom Barnard
Liberum	Tel: [phone]
(Financial Adviser, Joint Rule 3 Adviser, Nominated Advisor and Broker to City Pubs)
Chris Clarke / Mark Harrison / Ed Thomas
Panmure Gordon	Tel: [phone]
(Joint Broker to City Pubs)
Simon French / Rupert Dearden / Ailsa Macmaster
Instinctif Partners	Tel: [phone]
(PR Adviser to City Pubs)
Matthew Smallwood / Justine Warren

Addleshaw Goddard LLP are acting as legal adviser to City Pubs in connection with the Transaction.

Houlihan Lokey and Liberum are each providing independent advice to City Pubs pursuant to Rule 3 of the Code.

Notices relating to financial advisers

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to City Pubs and no one else in connection with the Transaction and will not be responsible to anyone other than City Pubs for providing the protections afforded to clients of Houlihan Lokey or for providing advice in relation to the Transaction or any other matters referred to in this announcement. Neither Houlihan Lokey nor any of its affiliates owes or accepts any duty, liability, or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Houlihan Lokey in connection with this announcement, any statement contained herein or otherwise.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively to City Pubs and no one else in connection with the Transaction and will not be responsible to anyone other than City Pubs for providing the protections afforded to clients of Liberum or for providing advice in relation to the Transaction or any other matters referred to in this announcement. Neither Liberum nor any of its affiliates owes or accepts any duty, liability, or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Liberum in connection with this announcement, any statement contained herein or otherwise.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for City Pubs and no one else in connection with the Transaction and will not be responsible to anyone other than City Pubs for providing the protections afforded to clients of Panmure Gordon nor for providing advice in relation to any other matters referred to in this announcement. Neither Panmure Gordon nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Gordon in connection with this announcement, any statement contained herein or otherwise.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in one (1) per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the tenth (10^th) Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth (10^th) Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one (1) per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, City Pubs Shareholders, persons with information rights and City Pubs Share Plan Participants may request a hard copy of this announcement or the Scheme Document (and any information incorporated by reference in this announcement) by contacting the registrar of City Pubs, Equiniti, between 8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in England and Wales) on [phone] (if calling from outside of the UK, please ensure the country code is used). Equiniti cannot provide advice on the merits of the Transaction or give any financial, legal or tax advice.  Calls to Equiniti from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

Alternatively, a request in writing may be submitted to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

DEALING NOTIFICATION FORM

FOR USE BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY AND THEIR CLOSELY ASSOCIATED PERSONS

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Clive Watson
2.	Reason for the notification
a)	Position/status:	Executive Chairman
b)	Initial notification/Amendment:	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	The City Pub Group plc
b)	LEI:	213800OHELCFJ6GLZC03
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:	Options over Ordinary Shares of 1p each GB00BYWRS683
b)	Nature of the transaction:	Exercise of options under the 2016 CSOP, 2021 LTIP, 2022 LTIP and 2023 LTIP
c)	Price(s) and volume(s):	Exercised resulting in issue of equity: Share plan Price(s) pence Volume(s) 2016 CSOP 100 45,000 2021 LTIP Nil 400,000 2022 LTIP Nil 200,000 2023 LTIP Nil 200,000
d)	Aggregated information: ·      Aggregated volume: ·      Price:	See 4 (c) above
e)	Date of the transaction:	29 February 2024
f)	Place of the transaction:	Off market transaction

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Rupert Clark
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:	The City Pub Group plc
b)	LEI:	213800OHELCFJ6GLZC03
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:	Options over Ordinary Shares of 1p each GB00BYWRS683
b)	Nature of the transaction:	Exercise of options under the 2016 CSOP, 2021 LTIP, 2022 LTIP and 2023 LTIP
c)	Price(s) and volume(s):	Exercised resulting in issue of equity: Share plan Price(s) pence Volume(s) 2016 CSOP 100 30,000 2021 LTIP Nil 400,000 2022 LTIP Nil 200,000 2023 LTIP Nil 250,000
d)	Aggregated information: ·      Aggregated volume: ·      Price:	See 4 (c) above
e)	Date of the transaction:	29 February 2024
f)	Place of the transaction:	Off market transaction

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Holly Elliott
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:	The City Pub Group plc
b)	LEI:	213800OHELCFJ6GLZC03
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:	Options over Ordinary Shares of 1p each GB00BYWRS683
b)	Nature of the transaction:	Exercise of options under the 2021 LTIP, 2022 LTIP and 2023 LTIP
c)	Price(s) and volume(s):	Exercised resulting in issue of equity: Share plan Price(s) pence Volume(s) 2021 LTIP Nil 400,000 2022 LTIP Nil 200,000 2023 LTIP Nil 200,000
d)	Aggregated information: ·      Aggregated volume: ·      Price:	See 4 (c) above
e)	Date of the transaction:	29 February 2024
f)	Place of the transaction:	Off market transaction

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Christopher Merriman
2.	Reason for the notification
a)	Position/status:	Financial Controller and Company Secretary
b)	Initial notification/Amendment:	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name:	The City Pub Group plc
b)	LEI:	213800OHELCFJ6GLZC03
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:	Options over Ordinary Shares of 1p each GB00BYWRS683
b)	Nature of the transaction:	Exercise of options under the 2016 CSOP, 2021 LTIP, 2022 LTIP and 2023 LTIP
c)	Price(s) and volume(s):	Exercised resulting in issue of equity: Share plan Price(s) pence Volume(s) 2016 CSOP 100 22,500 2021 LTIP Nil 50,000 2022 LTIP Nil 50,000 2023 LTIP Nil 50,000
d)	Aggregated information: ·      Aggregated volume: ·      Price:	See 4 (c) above
e)	Date of the transaction:	29 February 2024
f)	Place of the transaction:	Off market transaction

 

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