Issue of Shares and PDMR Dealings

RNS Number : 4108E

TPXimpact Holdings PLC

11 March 2022

 

11 March 2022

T PXimpact Holdings PLC

( "TPX", "T PXimpact ", or the "Company")

Issue of Shares and PDMR dealings

T PXimpact Holdings PLC, the technology-enabled services company focused on digital transformation, announces that the Company has today issued 264,564 new ordinary shares of 1 pence each in respect of outstanding acquisition consideration totalling £587,228 ("Earnout Shares") and 7,004 new ordinary shares of 1 pence in respect of the Share Incentive Plan ("SIP").

The SIP Trustees (Cytec Trustees Limited) acquired a total of 7,004 shares (the "Partnership Shares") on 8 March 2022 at a price of £1.75 per Ordinary Share and total cost of £12,257. The Partnership Shares were acquired by purchase in the market and allocated to those Company employees participating in its Share Incentive Plan (SIP) scheme. As set out at the time of the announcement of TPXimpact's interim results on 30 November 2020, this SIP Plan is designed to reward and incentivise employees of the Company through tax-efficient salary sacrifice and a free matching award of Ordinary Shares on a one-for-one basis. Accordingly, on 8 March 2022, the SIP Trustees also allocated a total of 7,004 matching shares (the "Matching Shares") under the SIP. The Matching Shares are covered by the Company'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	41,605	86	86	8,793,828	10%
Oliver Rigby	0	86	86	4,226,515	4.8%

Remaining value of acquisition consideration to be issued

Following the issue, the Company has additional consideration to pay totalling £ 3,565,499. The maximum further shares to be issued as a result of this consideration is 4,459,222 which reduces to 1,927,297 assuming the share price remained constant at £1.85, being the closing mid-market price on 3 March 2022. 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 £ 1.85
961	74p	1,299	520
1,587	82p	1,936	858
119	82.5p	144	64
898	83.125p	1,080	485
3,565		4,459	1,927

Timing of payment of acquisition consideration	Value £'000s
Within the next 6 months	2,501
Between 6-12 months	532
After 12 months	532

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 16 March 2022. The Matching Shares are covered by the Company's block listing as announced on 15 January 2021.

Following this issue of Earnout Shares and Matching Shares the Company will have 88,358,817 Ordinary Shares in issue and no Ordinary Shares in treasury. Therefore, the total voting rights in TPXimpact will be 88,358,817. 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

Enquiries:

TPXimpact Holdings Neal Gandhi (CEO) Oliver Rigby (CFO) Stifel Nicolaus Europe Limited (Nomad and Joint Broker) Via Alma PR [phone] Alex Price Fred Walsh Dowgate Capital Limited (Joint Broker) James Serjeant David Poutney [phone] Alma PR  (Financial PR) Susie Hudson Kieran Breheny Matthew Young [e-mail]  [phone]

About TPXimpact

TPXimpact exists to transform the organisations, services and systems that underpin society and that drive business success. It applies strategic and creative thinking, technology, innovative design and user-centred approaches to bring about numerous improvements which together multiply the impact of change. The Company works closely with its clients in agile, multidisciplinary teams that span organisational design, technology, and digital experiences. It shares a deep understanding of people and behaviours and a philosophy of putting people and communities at the heart of every transformation.

The business is being increasingly recognised as a leading alternative digital transformation provider to the UK public services sector, with c.75% of its client base representing the public sector and c.25% representing the commercial sector.

More information is available at www.tpximpact.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		TPXimpact 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 TPXimpact Holdings PLC Share Incentive Plan
c)	Price(s) and volume(s)		Earnout Shares: 41,605 ordinary shares at 215.83p Matching Shares: 86 ordinary shares at 175p Partnership Shares: 86 ordinary shares at 175p
d)	Aggregated information		Earnout Shares: 41,605 shares £89,797
	- Aggregated volume		Matching Shares: 86 shares £150.50
	- Price		Partnership Shares: 86 shares £150.50
e)	Date of the transaction		11 March 2022
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		TPXimpact 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		Purchase and allocation of Partnership and Matching Shares, respectively, under TPXimpact Holdings PLC Share Incentive Plan
c)	Price(s) and volume(s)		Matching Shares: 86 ordinary shares at 175p Partnership Shares: 86 ordinary shares at 175p
d)	Aggregated information		Matching Shares: 86 shares £150.50
	- Aggregated volume		Partnership Shares: 86 shares £150.50
	- Price
e)	Date of the transaction		11 March 2022
f)	Place of the transaction		Matching Shares took place outside a trading venue Partnership Shares acquired on AIM

 

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