Issue of Shares/PDMR Dealing & TVR/SPA Amendments

RNS Number : 3033I

Panoply Holdings PLC (The)

11 December 2020

 

11 December 2020

The Panoply Holdings PLC

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

Issue of Shares / PDMR dealing and total voting rights

Amendments to share purchase agreements

The Panoply Holdings PLC, the technology-enabled services group focused on digital transformation, announces that the Group has today issued 513,998 new ordinary shares of 1 pence each in respect of outstanding acquisition consideration totalling £637,339 ("Earnout Shares").

Neal Gandhi and Oliver Rigby received 85,297 and 2,512 Earnout Shares respectively in respect of the acquisitions as set out in the following table: 

Name	Shares issued	Total shares held post issue	Percentage of issued share capital
Neal Gandhi	85,297	10,009,813	14.5%
Oliver Rigby	2,512	5,117,947	7.4%

Remaining value of acquisition consideration to be issued

Following the issue, the Company has additional consideration to pay totalling £ 12,376,740. The maximum further shares to be issued as a result of this consideration is 16,430,440, which reduces to 6,429,475 assuming the share price remained constant at 192.5p, being the closing mid-market price on 3 December 2020.  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 3 December 2020 closing share price
7,851	74p	10,957	4,078
1,306	82p	1,593	679
838	82.5p	1,015	435
2,382	83.125p	2,865	1,237
12,377		16,430	6,429

Timing of payment of acquisition consideration	Value £'000s
Within the next 6 months	4,578
Between 6-12 months	3,600
After 12 months	4,199

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 14 December 2020.

Following this issue of Earnout Shares the Company will have 68,848,875 Ordinary Shares in issue and no Ordinary Shares in treasury. Therefore, the total voting rights in The Panoply will be 68,848,875. 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.

Amendments to share purchase agreements

The Panoply also announces that it has entered into agreements to amend the terms of the share purchase agreements listed below:

SPA for the acquisition of the entire issued share capital of iDisrupted Limited (D/SRUPTION) dated 11 January 2019 (the "D/SRUPTION SPA")

The parties to the D/SRUPTION SPA have agreed that:

1.  with effect from 8 December 2020, all of the D/SRUPTION sellers' rights and all of the Panoply's obligations under the D/SRUPTION SPA will be terminated. No earn-out consideration was payable to the D/SRUPTION sellers in respect of the performance of D/SRUPTION for the financial year ending 31 March 2020 and, as a result of this amendment to the D/SRUPTION SPA, the D/SRUPTION sellers will not be entitled to receive earn-out consideration based on the performance of D/SRUPTION during the three financial years from 1 April 2020 to 31 March 2023; and

2.  the ordinary shares in the Panoply issued to the D/SRUPTION Sellers as consideration on completion of the D/SRUPTION SPA (the " Consideration Shares ") shall not be subject to claw-back by the Panoply if D/SRUPTION's EBITDA decreases over the three financial years from 1 April 2020 to 31 March 2023.

Otherwise, the terms of the original D/SRUPTION SPA are not substantially changed, including in respect of the Consideration Shares being subject to customary lock-in provisions.

Disruption has been merged into Foundry4 to provide marketing and insight resources as well as providing access to their large database of subscribers.

SPA for the acquisition of the entire issued share capital of Questers Global Group Limited (Questers) dated 11 May 2018 as amended by a deed of amendment dated 20 November 2018 (the " Questers SPA ")

Robert Wirszycz (" RW ") has agreed that the following ordinary shares in the Panoply that he is due to receive pursuant to the Questers SPA as earn-out consideration in respect of the financial performance of Questers for the financial year ending 31 March 2020 (the " Deferred Consideration Shares ") shall be issued and allotted to the persons listed below, instead of to RW:

1.  38,303 Deferred Consideration Shares to be issued and allotted to Neal Gandhi; and

2.  18,979 Deferred Consideration Shares to be issued and allotted to Aleksander Drangazhov.

In addition, RW has agreed that the split of the entitlement to future earn-out consideration will be as follows:

Name	Original split of earn-out consideration	Amended split of earn-out consideration
Robert Wirszycz	25.0%	10.0%
Neal Gandhi	48.47%	58.5%
Aleksander Drangazhov	24.03%	29.0%

The relevant proportions of future earn-out consideration payable to the Questers sellers (excluding RW, Neal Gandhi and Aleksander Drangazhov) pursuant to the Questers SPA remain unchanged.

Following the finalisation of the earn-out payments pursuant to the Questers SPA, the effect of these amendments is to increase the total amount payable in respect of Questers to Neal Gandhi by £369,514 and Aleksander Drangazhov by £183,099.

RW has agreed for these changes to be made to the Questers SPA in accordance with the prior agreements made by the parties on 23 May 2017.

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
c) Price(s) and volume(s)				72,734 ordinary shares at 137.60 p 12,563 ordinary shares at 118.90p
d)	Aggregated information			N/A
	- Aggregated volume
	- Price
e)	Date of the transaction			11 December 2020
f)	Place of the transaction			Outside a trading venue
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
c) Price(s) and volume(s)				2,512 ordinary shares at 118.90p
d)	Aggregated information			N/A
	- Aggregated volume
	- Price
e)	Date of the transaction			11 December 2020
f)	Place of the transaction			Outside a trading venue

 

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