REG - First Derivatives - Result of secondary placing

FD TechnologiesAnnouncement

03/07/2019 08:40

RNS Number : 3323E
First Derivatives PLC
03 July 2019
 


This announcement contains inside information within the meaning of the EU Market Abuse Regulation 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
 
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
 
First Derivatives plc
 
3 July 2019
 
Result of secondary placing
 
Further to the announcement on 2 July 2019 regarding a proposed secondary placing in First Derivatives ("FD" or the "Group") by Brian Conlon, Chief Executive Officer, the Group announces that it has been notified that Mr. Conlon has sold 1.4 million shares at a price of 3,060 pence per share.  The shares were all sold to certain existing and new institutional investors (the "Placing"). In addition, the Group has been notified that Virginia Gambale, Non-Executive Director, has sold 7,163 shares at a price of 3,060 pence per share and that subsequent to this morning's announcement that certain employees have exercised share options, these employees have also sold 0.2 million shares also at a price of 3,060 pence per share. 
 
The Placing was conducted via an accelerated bookbuild through Goodbody Stockbrokers UC ("Goodbody") and Investec Bank plc ("Investec"). Mr. Conlon entered into a block trade agreement with Goodbody and Investec as joint Bookrunners in relation to the Placing. Mr. Conlon has agreed with Goodbody and Investec not to sell his remaining shares for a period of six months (subject to certain customary exceptions).
 
The Placing, together with the shares sold by Ms. Gambale and the employees are expected to settle on a T+4 basis, on Tuesday, 9 July 2019 subsequent to the admission of the option shares exercised by the employees. The Group is not party to the Placing and will not receive any proceeds from the Placing.
 
Following the Placing, Mr. Conlon will hold approximately 24.5 per cent. of the voting rights of the Group.
 
Enquiries
 
For further information please contact:
 



First Derivatives plc
Brian Conlon, Chief Executive Officer
Graham Ferguson, Chief Financial Officer
Ian Mitchell, Head of Investor Relations
 
 


+44 (0)28 3025 2242
www.firstderivatives.com




Goodbody (Euronext Growth Adviser and Broker)
David Kearney
Finbarr Griffin
Don Harrington
 


+353 (0)1 667 0420




Investec (Nominated Adviser and Broker)
Andrew Pinder
Carlton Nelson
Sebastian Lawrence
 


+44 (0)20 7597 5970




FTI Consulting
Matt Dixon
Dwight Burden
Darius Alexander
Niamh Fogarty
 
 
 


+44 (0)20 3727 1000
 
 
 



 



1.


Details of PDMR / person closely associated with them ("PCA")




a)
 


Name
 
 


 Brian Conlon




2.


Reason for the notification




a)


Position / status


 Chief Executive Officer
 




b)


Initial notification / amendment


 Initial Notification




3.


Details of the Issuer




a)


Name


First Derivatives plc




b)


LEI


213800MKQAJ5R7WIU633




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 of £0.05
 ISIN: GB0031477770 




b)


Nature of the transaction


Sale of Shares




c)


Price(s) and volume(s)


 



Price(s)


Volume(s)




3,060p


1,400,000



  




d)


Aggregated information
 -     Aggregated volume
 -     Price


n/a - single transaction




e)


Date of the transaction


3 July 2019




f)


Place of the transaction


London Stock Exchange (XLON)



 
 



1.


Details of PDMR / person closely associated with them ("PCA")




a)
 


Name
 
 


 Virginia Gambale




2.


Reason for the notification




a)


Position / status


 Non-Executive Director
 




b)


Initial notification / amendment


 Initial Notification




3.


Details of the Issuer




a)


Name


First Derivatives plc




b)


LEI


213800MKQAJ5R7WIU633




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 of £0.05
 ISIN: GB0031477770 




b)


Nature of the transaction


Sale of Shares




c)


Price(s) and volume(s)


 



Price(s)


Volume(s)




3,060p


7,163



  




d)


Aggregated information
 -     Aggregated volume
 -     Price


n/a - single transaction




e)


Date of the transaction


3 July 2019




f)


Place of the transaction


London Stock Exchange (XLON)



 
 
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
 
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
 
This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, Japan or South Africa or in any other jurisdiction in which such an offer or solicitation is unlawful.
 
The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.
 
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
 
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Brian Conlon or Goodbody or Investec or any of their respective partners, directors, officers, employees, advisers, agents, consultants or affiliates ("Affiliates").  Save for any responsibilities or liabilities, if any, imposed on Goodbody and/or Investec by any regulatory regime, no responsibility or liability is accepted by either Goodbody or Investec or any of their respective Affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of Mr. Conlon in relation to the Placing.
 
Neither this announcement nor any copy of it may be taken, released, published, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, South African or Japanese securities laws.
 
The offer or sale of the Placing Shares may be restricted by law in certain jurisdictions.  This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any shares or other securities of FD in, into or from the United States, Australia, Canada, Japan, the Republic of South Africa or any jurisdiction in which any such offer or solicitation would be unlawful.
 
The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Mr. Conlon, Goodbody or Investec or any of their respective Affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Mr. Conlon, Goodbody and Investec to inform themselves about and to observe any applicable restrictions.
 
No reliance may be placed, for any purposes whatsoever, on the information contained in this announcement or on its completeness and this announcement should not be considered a recommendation by Goodbody, Investec or any of their Affiliates in relation to any purchase of, or subscription for, securities of FD.
No representation or warranty express or implied, is given by or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Goodbody, Investec or by any of their respective Affiliates as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers. To the extent permitted at law, all liability is expressly disclaimed.
 
Goodbody and Investec are acting exclusively for Mr. Conlon in connection with the Placing and no-one else. Goodbody or Investec will not regard any other person as their respective clients to in this announcement, and will not be responsible to anyone other than Mr. Conlon for providing the protections afforded to their respective clients, nor will they be responsible for providing advice in relation to the any transaction, arrangement or other matter referred to herein.
 
Goodbody, Investec and any of their respective Affiliates acting as an investor for their own account may participate in the Placing on a proprietary basis and in that capacity, may retain, purchase, sell or otherwise deal for their own accounts such securities referred to herein. In addition, they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of shares. Goodbody or Investec do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
 
Goodbody Stockbrokers UC, trading as Goodbody, is regulated by the Central Bank of Ireland. In the United Kingdom, Goodbody is authorised and subject to limited regulation by the Financial Conduct Authority. 
 
Investec Bank plc is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority.
 
Forward-looking statements and projections
 
Some statements in this announcement are forward-looking. They represent our expectations for our business and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and projections about future events. We believe that our expectations and assumptions with respect to these forward-looking statements are reasonable. However, because they involve known and unknown risks, uncertainties and other factors, which are in some cases beyond our control, our actual results or performance may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements speak only as of the date of this document and no obligation is undertaken, save as required by law, by the Listing Rules of Euronext Growth Dublin, the AIM Rules for Companies and AIM Rules for Nominated Advisers, the Disclosure Guidance and Transparency Rules or other applicable legislation or regulation, to reflect new information, future events or otherwise. 
 
Neither the content of the FD's website nor any website accessible by hyperlinks on the FD's website is incorporated in, or forms part of, this announcement.
 




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