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Fiske PLC (FKE)

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Thursday 17 August, 2017

Fiske PLC

Acquisition and placing complete, PDMR Dealing TR1

RNS Number : 3140O
Fiske PLC
17 August 2017
 

Fiske plc

Completion of

the acquisition of Fieldings Investment Management Ltd

and

the Placing of 2,585,000 New Fiske Shares

 

Disclosure of significant shareholdings and dealings

 

On 27 July 2017 Fiske plc ("Fiske" or  the "Company") announced the proposed acquisition of Fieldings Investment Management Ltd and the Placing of 2,585,000 New Fiske Shares both of which were conditional on the passing of certain resolutions at a general meeting of Fiske and the admission of the New Fiske Shares to AIM ("Admission").  Both of these conditions have been satisfied and the Acquisition and Placing have now completed.

Following Admission of the New Fiske Shares this morning, the issued share capital of the Company now comprises 11,560,205 Fiske Shares with one voting right per share. The Company does not hold any shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company is 11,560,205. The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

James Harrison and Martin Perrin, who are directors of Fiske have notified the Company dealings in Fiske Shares in respect of their participation in the Placing, details of which are set out in Appendix 1 to this announcement. 

Appendix 2 contains disclosure forms relating to the following directors who have notified Fiske that they controlled over 3% of Fiske's Total Voting Rights and that their percentage interest has changed as a result of the issue of new shares and, in James Harrison's case, participation in the Placing.

Shareholder                 revised percentage of Total Voting Rights

Clive Harrison               20.20%

James Harrison             19.73%

AR Fiske-Harrison        Below 3%

 

For further information please contact:

Fiske plc:

James Harrison, Chief Executive                                    (Tel: 020 7448 4700)

David Floyd, Corporate Finance

 

Grant Thornton UK LLP (Nominated Adviser)    

 

Salmaan Khawaja / Harrison Clarke,                              (Tel: 020 7383 5100)

Appendix 1

 

Disclosure of Directors' dealings

 

The Company was advised on 17 August 2017 that, on 17 August 2017, two directors: James Harrison and Martin Perrin purchased new ordinary shares in the Placing pursuant to placing commitments entered into on 27 July 2017 which were announced on that day..

 

 

PDMR Dealing

 

The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail:

 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

 

(Purchase of Shares)

 

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Martin Henry Withers Perrin

 

2

Reason for the notification

a)

Position/status

Director

b)

Initial notification/ Amendment

Initial notification

 

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Fiske plc

b)

LEI

213800Z5PKJOV7GWXE43

 

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

 

Identification code

Ordinary shares

 

 

ISIN: GB0003353157

b)

Nature of the transactions

Purchase of new ordinary shares in the Placing

c)

Price(s) and volume(s)

Price(s)

Volume(s)

50 pence

20,000

 

d)

Aggregated information

-     Aggregated volume

-     Price

 

20,000

50 pence

e)

Date of the transaction

17 August 2017

f)

Place of the transaction

London Stock Exchange, AIM

 

 



 

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

 

(Purchase of Shares)

 

 

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

James Philip Quibell Harrison

 

2

Reason for the notification

a)

Position/status

CEO

b)

Initial notification/ Amendment

Initial notification

 

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Fiske plc

b)

LEI

213800Z5PKJOV7GWXE43

 

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

 

Identification code

Ordinary shares

 

 

ISIN: GB0003353157

b)

Nature of the transactions

Purchase of new ordinary shares in the Placing

c)

Price(s) and volume(s)

Price(s)

Volume(s)

50 pence

140,000

 

d)

Aggregated information

-     Aggregated volume

-     Price

 

140,000

50 pence

e)

Date of the transaction

17 August 2017

f)

Place of the transaction

London Stock Exchange, AIM

 

 

 

 



 

Appendix 2

Disclosure forms re major holdings notified by directors

TR-1: Standard 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 attachedii:

Fiske 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


An acquisition or disposal of financial instruments


An event changing the breakdown of voting rights - issue of new shares

X

Other (please specify)iii:


3. Details of person subject to the notification obligationiv

Name

Clive Fiske Harrison

City and country of registered office (if applicable)


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 reachedvi:

17 August 2017

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

17 August 2017

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 of issuervii

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

18.31%


18.31%

11,560,205

Position of previous notification (if

applicable)

25.02%


25.02%


 

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

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rightsix

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

GB0003353157

2,116,828


        18.31%

     











SUBTOTAL 8. A

2,116,828

18.31%

 

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (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

n/a


 

 

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Physical or cash

settlementxii

Number of voting rights

% of voting rights






















SUBTOTAL 8.B.2

n/a


 

 

 

 

 

 

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) issuerxiii


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
xiv (please add additional rows as necessary)


Namexv

% 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

n/a

The number and % of voting rights held

n/a

The date until which the voting rights will be held

n/a


11. Additional informationxvi

This disclosure arose from the issue of new shares by Fiske plc which reduced the percentage shareholdings of those who did not participate in the issue through a whole percentage point.

 

In addition to the shareholding disclosed above CF Harrison's wife, Mrs Barbara Gail Harrison, holds 218,000 shares.

 

Place of completion

London, UK

Date of completion

17 August 2017

 



 

TR-1: Standard 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 attachedii:

Fiske 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 - issue of new shares

X

Other (please specify)iii:


3. Details of person subject to the notification obligationiv

Name

James Philip Quibell Harrison

City and country of registered office (if applicable)


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 reachedvi:

17 August 2017

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

17 August 2017

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 of issuervii

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

19.7%


19.7%

11,560,205

Position of previous notification (if

applicable)

25.2%


25.2%


 

 

 

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

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rightsix

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

GB0003353157

140,000

2,133,802

1.21%

18.46%











SUBTOTAL 8. A

2,273,802

19.67%

 

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (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 Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Physical or cash

settlementxii

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) issuerxiii


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
xiv (please add additional rows as necessary)


Namexv

% 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

James Philip Quibell Harrison

19.67%

0

19.67%

LongSand Limited

18.46%

0

18.46%














10. In case of proxy voting, please identify:

Name of the proxy holder

n/a

The number and % of voting rights held

n/a

The date until which the voting rights will be held

n/a


11. Additional informationxvi

This disclosure arose both from the issue of new shares by Fiske plc which changed the percentage shareholdings and from the participation of J Harrison in the placing of such new shares.

 

Mrs Anna Mary Harrison, the wife of James Harrison, holds a further 7,000 shares.

 

Place of completion

London, UK

Date of completion

17 August 2017



 

 

TR-1: Standard 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 attachedii:

Fiske 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


An acquisition or disposal of financial instruments


An event changing the breakdown of voting rights - issue of new shares

X

Other (please specify)iii:


3. Details of person subject to the notification obligationiv

Name

Alexander Rupert Fiske - Harrison

City and country of registered office (if applicable)


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 reachedvi:

17 August 2017

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

17 August 2017

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 of issuervii

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

Below 3%


Below 3%

11,560,205

Position of previous notification (if

applicable)

3.73%


3.73%


 

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

A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

Number of voting rightsix

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

GB0003353157

315,842


Below 3%












SUBTOTAL 8. A


Below 3%

 

 

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (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 Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expiration
date
x

Exercise/
Conversion Period
xi

Physical or cash

settlementxii

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) issuerxiii

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
xiv (please add additional rows as necessary)


Namexv

% 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

n/a

The number and % of voting rights held

n/a

The date until which the voting rights will be held

n/a


11. Additional informationxvi

This disclosure arose from the issue of new shares by Fiske plc which reduced the percentage sharehold-ings of those who did not participate in the issue through a whole percentage point.

 

Place of completion

London, UK

Date of completion

17 August 2017



 


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