REG - City Pub Group (The) - PDMR Shareholdings
29/02/2024 15:15
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RNS Number : 0280F City Pub Group PLC (The) 29 February 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
29 February 2024
THE CITY PUB GROUP PLC ("CITY PUBS")
Exercise of Options, Admission of Shares, rule 2.9 announcement and PDMR
Shareholdings
City Pubs announces that, following this morning's announcement of the Court
sanctioning the Scheme, the Company has allotted 5,765,000 ordinary shares of
1 penny each in the Company ("Ordinary Shares") pursuant to the exercise of
options for Ordinary Shares by certain employees of the Company,
including Clive Watson, Rupert Clarke, Holly Elliott and Christopher Merriman
(together the "PDMRs").
Admission
An application has been made for the 5,765,000 new Ordinary Shares to be
admitted to trading on AIM ("Admission") and dealings are expected to commence
by 8.00 a.m. on 1 March 2024. The new Ordinary Shares will rank pari passu
with the Company's existing Ordinary Shares.
Total Voting Rights
In accordance with Rule 2.9 of the Code, City Pubs confirms that the total
number of Ordinary Shares in issue following Admission will be 110,608,151
Ordinary Shares (excluding Ordinary Shares held in treasury). There are also
1,450,279 Ordinary Shares held in treasury. Accordingly following Admission,
the figure of 110,608,151 may be used by shareholders 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 Company under
the FCA's Disclosure Guidance and Transparency Rules.
Details of the Ordinary Shares allotted to the PDMRs are set out in the table
at the end of this announcement ("notifications"). The notifications are made
in accordance with the requirements of the EU Market Abuse Regulation.
Capitalised terms in this announcement, unless otherwise defined, have the
same meaning as set out in the scheme document published by City Pubs on 13
December 2023.
Enquiries:
City Pubs Tel: +44 (0) 20 7559 5106
Clive Watson, Executive Chairman
Holly Elliott, CFO
Houlihan Lokey Tel: +44 (0) 20 7839 3355
(Lead Financial Adviser and Joint Rule 3 Adviser to City Pubs)
Sam Fuller / Tim Richardson / Tom Barnard
Liberum Tel: +44 (0) 20 3100 2000
(Financial Adviser, Joint Rule 3 Adviser, Nominated Advisor and Broker to City
Pubs)
Chris Clarke / Mark Harrison / Ed Thomas
Panmure Gordon Tel: +44 (0) 20 7886 2500
(Joint Broker to City Pubs)
Simon French / Rupert Dearden / Ailsa Macmaster
Instinctif Partners Tel: +44 (0) 20 7457 2020
(PR Adviser to City Pubs)
Matthew Smallwood / Justine Warren
Addleshaw Goddard LLP are acting as legal adviser to City Pubs in connection
with the Transaction.
Houlihan Lokey and Liberum are each providing independent advice to City Pubs
pursuant to Rule 3 of the Code.
Notices relating to financial advisers
Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to City Pubs and no one else in connection
with the Transaction and will not be responsible to anyone other than City
Pubs for providing the protections afforded to clients of Houlihan Lokey or
for providing advice in relation to the Transaction or any other matters
referred to in this announcement. Neither Houlihan Lokey nor any of its
affiliates owes or accepts any duty, liability, or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Houlihan Lokey in connection
with this announcement, any statement contained herein or otherwise.
Liberum Capital Limited ("Liberum"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively to
City Pubs and no one else in connection with the Transaction and will not be
responsible to anyone other than City Pubs for providing the protections
afforded to clients of Liberum or for providing advice in relation to the
Transaction or any other matters referred to in this announcement. Neither
Liberum nor any of its affiliates owes or accepts any duty, liability, or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Liberum
in connection with this announcement, any statement contained herein or
otherwise.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for City Pubs and no one else in connection with the Transaction
and will not be responsible to anyone other than City Pubs for providing the
protections afforded to clients of Panmure Gordon nor for providing advice in
relation to any other matters referred to in this announcement. Neither
Panmure Gordon nor any of its affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Panmure Gordon in connection with this announcement, any statement contained
herein or otherwise.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in one (1) per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of
the Takeover Code applies must be made by no later than 3.30 p.m. (London
time) on the tenth (10(th)) Business Day following the commencement of the
Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on
the tenth (10(th)) Business Day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in one (1) per cent. or more of any class of relevant securities of
the offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror, save
to the extent that these details have previously been disclosed under Rule 8
of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of
the Takeover Code applies must be made by no later than 3.30 p.m. (London
time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, City Pubs Shareholders,
persons with information rights and City Pubs Share Plan Participants may
request a hard copy of this announcement or the Scheme Document (and any
information incorporated by reference in this announcement) by contacting the
registrar of City Pubs, Equiniti, between 8.30 a.m. and 5.30 p.m. Monday to
Friday (except public holidays in England and Wales) on +44 (0) 371 384 2050
(if calling from outside of the UK, please ensure the country code is used).
Equiniti cannot provide advice on the merits of the Transaction or give any
financial, legal or tax advice. Calls to Equiniti from outside the UK will
be charged at applicable international rates. Different charges may apply to
calls from mobile telephones and calls may be recorded and randomly monitored
for security and training purposes.
Alternatively, a request in writing may be submitted to Equiniti at Aspect
House, Spencer Road, Lancing, West Sussex, BN99 6DA.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
DEALING NOTIFICATION FORM
FOR USE BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY AND THEIR CLOSELY
ASSOCIATED PERSONS
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Clive Watson
2. Reason for the notification
a) Position/status: Executive Chairman
b) Initial notification/Amendment: Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: The City Pub Group plc
b) LEI: 213800OHELCFJ6GLZC03
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: Options over Ordinary Shares of 1p each
Identification code:
GB00BYWRS683
b) Nature of the transaction: Exercise of options under the 2016 CSOP, 2021 LTIP, 2022 LTIP and 2023 LTIP
c) Price(s) and volume(s): Exercised resulting in issue of equity:
Share plan Price(s) pence Volume(s)
2016 CSOP 100 45,000
2021 LTIP Nil 400,000
2022 LTIP Nil 200,000
2023 LTIP Nil 200,000
d) Aggregated information: See 4 (c) above
· Aggregated volume:
· Price:
e) Date of the transaction: 29 February 2024
f) Place of the transaction: Off market transaction
d)
Aggregated information:
· Aggregated volume:
· Price:
See 4 (c) above
e)
Date of the transaction:
29 February 2024
f)
Place of the transaction:
Off market transaction
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Rupert Clark
2. Reason for the notification
a) Position/status: Chief Operating 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 City Pub Group plc
b) LEI: 213800OHELCFJ6GLZC03
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: Options over Ordinary Shares of 1p each
Identification code:
GB00BYWRS683
b) Nature of the transaction: Exercise of options under the 2016 CSOP, 2021 LTIP, 2022 LTIP and 2023 LTIP
c) Price(s) and volume(s): Exercised resulting in issue of equity:
Share plan Price(s) pence Volume(s)
2016 CSOP 100 30,000
2021 LTIP Nil 400,000
2022 LTIP Nil 200,000
2023 LTIP Nil 250,000
d) Aggregated information: See 4 (c) above
· Aggregated volume:
· Price:
e) Date of the transaction: 29 February 2024
f) Place of the transaction: Off market transaction
d)
Aggregated information:
· Aggregated volume:
· Price:
See 4 (c) above
e)
Date of the transaction:
29 February 2024
f)
Place of the transaction:
Off market transaction
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Holly Elliott
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 City Pub Group plc
b) LEI: 213800OHELCFJ6GLZC03
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: Options over Ordinary Shares of 1p each
Identification code:
GB00BYWRS683
b) Nature of the transaction: Exercise of options under the 2021 LTIP, 2022 LTIP and 2023 LTIP
c) Price(s) and volume(s): Exercised resulting in issue of equity:
Share plan Price(s) pence Volume(s)
2021 LTIP Nil 400,000
2022 LTIP Nil 200,000
2023 LTIP Nil 200,000
d) Aggregated information: See 4 (c) above
· Aggregated volume:
· Price:
e) Date of the transaction: 29 February 2024
f) Place of the transaction: Off market transaction
d)
Aggregated information:
· Aggregated volume:
· Price:
See 4 (c) above
e)
Date of the transaction:
29 February 2024
f)
Place of the transaction:
Off market transaction
1. Details of the person discharging managerial responsibilities/person closely
associated
a) Name: Christopher Merriman
2. Reason for the notification
a) Position/status: Financial Controller and Company Secretary
b) Initial notification/Amendment: Initial Notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name: The City Pub Group plc
b) LEI: 213800OHELCFJ6GLZC03
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: Options over Ordinary Shares of 1p each
Identification code:
GB00BYWRS683
b) Nature of the transaction: Exercise of options under the 2016 CSOP, 2021 LTIP, 2022 LTIP and 2023 LTIP
c) Price(s) and volume(s): Exercised resulting in issue of equity:
Share plan Price(s) pence Volume(s)
2016 CSOP 100 22,500
2021 LTIP Nil 50,000
2022 LTIP Nil 50,000
2023 LTIP Nil 50,000
d) Aggregated information: See 4 (c) above
· Aggregated volume:
· Price:
e) Date of the transaction: 29 February 2024
f) Place of the transaction: Off market transaction
d)
Aggregated information:
· Aggregated volume:
· Price:
See 4 (c) above
e)
Date of the transaction:
29 February 2024
f)
Place of the transaction:
Off market transaction
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