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finnCap Group PLC (FCAP)

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Wednesday 08 December, 2021

finnCap Group PLC

COVID Option Exercises and EBT Holdings in Company

RNS Number : 0276V
finnCap Group PLC
08 December 2021
 

 

8 December 2021

 

finnCap Group plc
(the "Company" and, together with its subsidiaries, the "Group")

 

COVID Option Exercises and EBT Holdings in Company

In its interim results released on 18 November 2021, the Company announced its intention to make an offer to staff members holding options granted in connection with the salary sacrifice arrangements in April 2020 (known as the "COVID Options") in order to facilitate exercise and arrange for settlement of related tax where applicable using the finnCap Group Employee Benefit Trust ("EBT") to reduce the dilutive impact of such exercises.

Following the interim results, the offer was made and the Company today confirms that COVID Options over 4,616,318 ordinary shares ("shares") at an exercise price of £0.01 a share were exercised as part of the offer (representing c.95% of all such exerciseable options).  These options are being satisfied using existing shares held by the EBT.  Of these, 4,221,818 shares were transferred by the EBT to staff yesterday, and the remainder are expected to be transferred by the EBT to staff within the next week.

Staff elected to sell, and the EBT has purchased, 2,444,405 of these shares at a price of £0.345 per share (being the closing mid-price on 6 December 2021) in order to satisfy the exercise price and their tax liability arising on exercise.  The Group has lent the EBT c.£845k in order to fund these share purchases.   Staff who elected to sell shares to the EBT agreed that their remaining shares (1,777,413 shares in total) would be subject to a 12 month lock-in.

Further details on the transfers are included in the notifications below.  

Following the exercises referred to above, COVID Options over 225,500 shares remain outstanding.

There is no change in the total voting rights of the Company as a result of the above transactions.

For information, please contact:

finnCap Group plc    Tel: +44 (0) 20 7220 0500

Sam Smith, Chief Executive Officer    [email protected]

Richard Snow, Chief Financial Officer

 

Grant Thornton (Nominated Adviser)  Tel: +44 (0) 20 7383 5100

Philip Secrett/Samantha Harrison/George Grainger

 

Oberon Capital (Joint broker)       Tel: +44 (0) 20 3179 5344

Mike Seabrook

 

finnCap Ltd (Joint Broker)     Tel: +44 (0) 20 7220 0500

Rhys Williams / Tim Redfern

 

TR-1: S tandard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i

 

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :

finnCap Group plc

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)

Non-UK issuer

 

2. Reason for the notification (please mark the appropriate box or boxes with an "X")

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

 

An event changing the breakdown of voting rights

 

Other (please specify) iii:

 

3. Details of person subject to the notification obligation iv

Name

Ogier Global Trustee (Jersey) Limited as Trustee

of The FinnCap Group Employee Benefit Trust

City and country of registered office (if applicable)

St Helier, Jersey

4. Full name of shareholder(s) (if different from 3.) v

Name

 

City and country of registered office (if applicable)

 

5. Date on which the threshold was crossed or reached vi :

7 December 2021

6. Date on which issuer notified (DD/MM/YYYY):

07/12/21

7. Total positions of person(s) subject to the notification obligation

 

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights held in issuer (8.A + 8.B) vii

Resulting situation on the date on which threshold was crossed or reached

5.13%

 

5.13%

9,115,689

Position of previous notification (if

applicable)

7.24%

0

7.24%

 

             

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct

(DTR5.1)

Indirect

 (DTR5.2.1)

Direct

(DTR5.1)

Indirect

(DTR5.2.1)

Ordinary

9,115,689

 

5.13%

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8. A

 

 

 

 

B 1: Financial Instruments according to DTR5.3.1R (1) (a)

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8. B 1

 

 

 

 

B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Physical or cash

Settlement xii

Number of voting rights

% of voting rights

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8.B.2

 

 

 

 

                   

 

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an "X")

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii

X

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary)
xiv

 

Name xv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10. In case of proxy voting, please identify:

Name of the proxy holder

 

The number and % of voting rights held

 

The date until which the voting rights will be held

 

 

11. Additional information xvi

 

         

 

Place of completion

St Helier, Jersey

Date of completion

7 December 2021

 

TR-1: S tandard form for notification of major holdings

 

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i

 

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :

finnCap Group plc

1b. Please indicate if the issuer is a non-UK issuer  (please mark with an "X" if appropriate)

Non-UK issuer

 

2. Reason for the notification (please mark the appropriate box or boxes with an "X")

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

 

An event changing the breakdown of voting rights

 

Other (please specify) iii:

 

3. Details of person subject to the notification obligation iv

Name

Ogier Global Trustee (Jersey) Limited as Trustee

of The FinnCap Group Employee Benefit Trust

City and country of registered office (if applicable)

St Helier, Jersey

4. Full name of shareholder(s) (if different from 3.) v

Name

 

City and country of registered office (if applicable)

 

5. Date on which the threshold was crossed or reached vi :

7 December 2021

6. Date on which issuer notified (DD/MM/YYYY):

07/12/21

7. Total positions of person(s) subject to the notification obligation

 

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments
(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights held in issuer (8.A + 8.B) vii

Resulting situation on the date on which threshold was crossed or reached

6.50%

 

6.50%

11,560,094

Position of previous notification (if

applicable)

5.13%

0

5.13%

 

             

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rights ix

% of voting rights

Direct

(DTR5.1)

Indirect

 (DTR5.2.1)

Direct

(DTR5.1)

Indirect

(DTR5.2.1)

Ordinary

11,560,094

 

6.50%

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8. A

 

 

 

 

B 1: Financial Instruments according to DTR5.3.1R (1) (a)

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8. B 1

 

 

 

 

B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Physical or cash

Settlement xii

Number of voting rights

% of voting rights

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUBTOTAL 8.B.2

 

 

 

 

                   

 

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an "X")

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii

X

Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary)
xiv

 

Name xv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10. In case of proxy voting, please identify:

Name of the proxy holder

 

The number and % of voting rights held

 

The date until which the voting rights will be held

 

 

11. Additional information xvi

 

         

 

Place of completion

St Helier, Jersey

Date of completion

7 December 2021

 

 

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