Issue of Shares and PDMR dealings

RNS Number : 1439Y

Panoply Holdings PLC (The)

11 May 2021

 

11 May 2021

The Panoply Holdings PLC

("The Panoply", or the "Group")

Issue of Shares and PDMR dealings

The Panoply Holdings PLC, the technology-enabled services group focused on digital transformation, announces that the Group has today issued 404,526 new ordinary shares of 1 pence each in respect of outstanding acquisition consideration totalling £996,557 ("Earnout Shares") and 3,530 new ordinary shares of 1 pence in respect of the Share Incentive Plan ("SIP").

The SIP Trustees (Cytec Trustees Limited) acquired a total of 3,530 shares (the "Partnership Shares") on 10 May 2021 at a price of £2.80 per Ordinary Share and total cost of £9,884. The Partnership Shares were acquired by purchase in the market and allocated to those Group employees participating in its Share Incentive Plan (SIP) scheme. As set out at the time of the announcement of The Panoply's interim results on 30 November 2020, this SIP Plan is designed to reward and incentivise employees of the Group through tax-efficient salary sacrifice and a free matching award of Ordinary Shares on a one-for-one basis. Accordingly, on 10 May 2021, the SIP Trustees also allocated a total of 3,530 matching shares (the "Matching Shares") under the SIP. The Matching Shares are covered by the Group's block listing as announced on 15 January 2021.

Neal Gandhi and Oliver Rigby received Earnout Shares in respect of the acquisitions, together with Partnership Shares and Matching Shares under the SIP as follows:

Name	Earnout Shares issued	Partnership Shares acquired	Matching Shares issued	Total Shares post issue (including shares held by the SIP on behalf of the relevant PDMR)	Percentage of issued share capital
Neal Gandhi	44,108	5 4	5 4	10, 157,040	12.5%
Oliver Rigby	1, 191	5 4	5 4	5, 100,688	6.3%

Remaining value of acquisition consideration to be issued

Following the issue, the Company has additional consideration to pay totalling £ 8,435,876. The maximum further shares to be issued as a result of this consideration is 10,866,280, which reduces to 3,124,399 assuming the share price remained constant at £2.70, being the closing mid-market price on 7 May 2021.  Further details of the share issues are set out below:

Value £'000s	Minimum share price	Max shares to be issued '000s	Shares to be issued calculated based on price of £2. 70
4,665	74p	6,303	1,727
1,306	82p	1,593	484
478	82.5p	580	177
1,987	83.125p	2,390	736
8,436		10,866	3, 124

Timing of payment of acquisition consideration	Value £'000s
Within the next 6 months	4, 045
Between 6-12 months	2,207
After 12 months	2,184

Admission to trading and total voting rights

An application has been made for the admission of the Earnout Shares to trading on AIM which is expected to take place on or around 14 May 2021. The Matching Shares are covered by the Group's block listing as announced on 15 January 2021.

Following this issue of Earnout Shares and Matching Shares the Company will have 81,148,174 Ordinary Shares in issue and no Ordinary Shares in treasury. Therefore, the total voting rights in The Panoply will be 81,148,174. This figure may be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Group under the FCA's Disclosure Guidance and Transparency Rules.

Enquiries:

The Panoply Holdings Neal Gandhi (CEO) Oliver Rigby (CFO) Stifel Nicolaus Europe Limited (Nomad and Joint Broker) Via Alma PR [phone] Fred Walsh Alex Price Dowgate Capital Limited (Joint Broker) James Serjeant David Poutney [phone] Alma PR  (Financial PR) Susie Hudson Josh Royston Harriet Jackson [e-mail]  [phone]

About The Panoply

The Panoply is a digitally native technology services company, built to service clients' digital transformation needs. Founded in 2016, with the aim of identifying and acquiring best-of-breed specialist information technology, design and innovation consulting businesses across Europe, the Group collaborates with its clients to deliver the technology outcomes they're looking for at the pace that they expect and demand.

More information is available at www.thepanoply.com

1		Details of the person discharging managerial responsibilities / person closely associated
a)	Name		Neal Gandhi
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		The Panoply Holdings Plc
b)	LEI		2138004S9O18Q6F9MS74
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
	Identification code		ISIN:  GB00BGGK0V60
b)	Nature of the transaction		Receipt of vendor consideration shares and purchase and allocation of Partnership and Matching Shares, respectively, under The Panoply Holdings PLC Share Incentive Plan
c) Price(s) and volume(s)			Earnout Shares: 5,958ordinary shares at 250.70p 38,150ordinary shares at 262.33p Matching Shares: 54 ordinary shares at 280p Partnership Shares: 54 ordinary shares at 280p
d)	Aggregated information		Earnout Shares: 44,108 shares £115,016
	- Aggregated volume		Matching Shares: 54 shares £151
	- Price		Partnership Shares: 54 shares £151
e)	Date of the transaction		10 May 2021
f)	Place of the transaction		Earnout Shares and Matching Shares took place outside a trading venue Partnership Shares acquired on AIM
1		Details of the person discharging managerial responsibilities / person closely associated
a)	Name		Oliver Rigby
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 Panoply Holdings Plc
b)	LEI		2138004S9O18Q6F9MS74
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
	Identification code		ISIN:  GB00BGGK0V60
b)	Nature of the transaction		Receipt of vendor consideration shares and purchase and allocation of Partnership and Matching Shares, respectively, under The Panoply Holdings PLC Share Incentive Plan
c) Price(s) and volume(s)			Earnout Shares: 1,191 ordinary shares at 250.70p Matching Shares: 54 ordinary shares at 280p Partnership Shares: 54 ordinary shares at 280p
d)	Aggregated information		Earnout Shares: 1,191 shares £2,986
	- Aggregated volume		Matching Shares: 54 shares £151
	- Price		Partnership Shares: 54 shares £151
e)	Date of the transaction		10 May 2021
f)	Place of the transaction		Earnout Shares and Matching Shares took place outside a trading venue Partnership Shares acquired on AIM

 

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