Issue of Shares/PDMR dealings/Exercise of Options

RNS Number : 6327L

Panoply Holdings PLC (The)

14 September 2021

 

14 September 2021

The Panoply Holdings PLC

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

Issue of Shares , PDMR dealings & Exercise of Options

The Panoply Holdings PLC, the digitally-enabled technology services group focused on digital transformation, announces that the Group has today issued 1,026,155 new ordinary shares of 1 pence each in respect of outstanding acquisition consideration totalling £2,544,764 ("Earnout Shares") 2,987 new ordinary shares of 1 pence in respect of the Share Incentive Plan ("SIP") and 13,333 ordinary shares in the share capital of the Company (the "Option Shares") following an exercise of options on 8 September 2021. The exercise price was 82 pence per Option Share.

The SIP Trustees (Cytec Trustees Limited) acquired a total of 4, 383 shares (the "Partnership Shares") on 9 September 2021 at a price of £2.575 per Ordinary Share and total cost of £11,286. 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 9 August 2021, the SIP Trustees also allocated a total of 4,383 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, with 1,396 matching shares having previously been admitted to trading in respect of employees who have since left the business.

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	43,622	59	59	10, 321,639	12. 2%
Oliver Rigby	1,188	59	59	5,105,743	6. 0%

Remaining value of acquisition consideration to be issued

Following the issue, the Company has additional consideration to pay totalling £ 4,775,843. The maximum further shares to be issued as a result of this consideration is 6,078,177, which reduces to 2,032,274 assuming the share price remained constant at £2.35, being the closing mid-market price on 3 September  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. 375
2,115	74p	2,858	900
890	82p	1,085	379
478	82.5p	580	203
1,293	83.125p	1,555	550
4,776		6,078	2,032

Timing of payment of acquisition consideration	Value £'000s
Within the next 6 months	1,908
Between 6-12 months	2,269
After 12 months	599

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 1 7 September 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 84,805,311 Ordinary Shares in issue and no Ordinary Shares in treasury. Therefore, the total voting rights in The Panoply will be 84,805,311. 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 Kieran Breheny Matthew Young [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, the Group collaborates with its clients to deliver the technology outcomes they're looking for at the pace that they expect and demand.

The Group is being increasingly recognised as a leading alternative digital transformation provider to the UK public services sector, with 71% of its client base representing public services and 29% representing the commercial sector.

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: 5,942ordinary shares at 251.37p 37,680ordinary shares at 238.32p Matching Shares: 59 ordinary shares at 257.5p Partnership Shares: 62 ordinary shares at 257.5p
d)	Aggregated information		Earnout Shares: 43,622 shares £104,735
	- Aggregated volume		Matching Shares: 59 shares £152
	- Price		Partnership Shares: 59 shares £152
e)	Date of the transaction		14 September 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: 1,188 ordinary shares at 251.37p Matching Shares: 59 ordinary shares at 257.5p Partnership Shares: 59 ordinary shares at 257.5p
d)	Aggregated information		Earnout Shares: 1,188 shares £2,986
	- Aggregated volume		Matching Shares: 59 shares £152
	- Price		Partnership Shares: 59 shares £152
e)	Date of the transaction		14 September 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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