Director/PDMR/PCA Shareholding & TR-1 Notification
11/03/2026 18:02
RNS Number : 3029W
Microlise Group PLC
11 March 2026
11 March 2026
Microlise Group plc
("Microlise", "the Group" or "the Company")
Director / PDMR / PCA Shareholding & TR-1 Notification
Microlise Group plc (AIM: SAAS), a leading provider of transport management software to fleet operators, announces that it has been notified that on 11 March 2026, Nadeem Raza, Chief Executive of the Company and a person discharging managerial responsibilities, has, for long term wealth planning purposes, transferred his entire shareholding, representing 58,032,442 ordinary shares in the Company ("Ordinary Shares") to The Raza Hamilton Trust (the "Trust"), a person closely associated ("PCA") with Nadeem Raza.
Nadeem Raza is the sole trustee of the Trust and as such will retain the voting rights over the Ordinary Shares. The beneficiaries of the Trust are Nadeem Raza's (i) partner; (ii) children; and (iii) siblings.
As a result of the transfer, the Trust's shareholding in Microlise is 58,032,442 Ordinary Shares representing approximately 50.05% of the Company's issued share capital. Nadeem Raza no longer owns shares in Microlise in his personal name.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.
For further information, please contact:
| Microlise Group plc | |
| Nadeem Raza, CEO Nick Wightman, CFO | C/O SEC Newgate |
| Canaccord Genuity Limited (Nominated Adviser & Broker) | |
| Simon Bridges / Harry Gooden / Andrew Potts / Elizabeth Halley-Stott | Tel: +44 (0) 20 7523 8000 |
| SEC Newgate (Financial Communications) | |
| Bob Huxford / Harry Handyside | Microlise@secnewgate.co.uk |
| Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | |||||||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
| a. | Name | Nadeem Raza | |||||||||
| 2 | Reason for notification | ||||||||||
| a. | Position/Status | Chief Executive Officer | |||||||||
| b. | Initial notification/ Amendment | Initial | |||||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||
| a. | Name | Microlise Group plc | |||||||||
| b. | LEI | 213800JRGXV9OET1LW32 | |||||||||
| 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 of £0.001 each ISIN: GB00BLR8L223 | |||||||||
| b. | Nature of the transaction | Transfer to The Raza Hamilton Trust, a PCA of Nadeem Raza | |||||||||
| c. | Price(s) and volume(s) | ||||||||||
| Price(s) | Volume(s) | ||||||||||
| N/A | 58,032,442 | ||||||||||
| d. | Aggregated information - Aggregated volume - Price |
| |||||||||
| e. | Date of the transaction | 11 March 2026 | |||||||||
| f. | Place of the transaction | AIM Market of the London Stock Exchange | |||||||||
| Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | |||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||
| a. | Name | The Raza Hamilton Trust | |||||
| 2 | Reason for notification | ||||||
| a. | Position/Status | Person closely associated with Nadeem Raza, Chief Executive Officer | |||||
| b. | Initial notification/ Amendment | Initial | |||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||
| a. | Name | Microlise Group plc | |||||
| b. | LEI | 213800JRGXV9OET1LW32 | |||||
| 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 of £0.001 each ISIN: GB00BLR8L223 | |||||
| b. | Nature of the transaction | Transfer from Nadeem Raza | |||||
| c. | Price(s) and volume(s) | ||||||
| Price(s) | Volume(s) | ||||||
| N/A | 58,032,442 | ||||||
| d. | Date of the transaction | 11 March 2026 | |||||
| e. | Place of the transaction | AIM Market of the London Stock Exchange | |||||
| 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: | Microlise 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 obligationiv | ||||||
| Name | Nadeem Raza (in personal capacity) | |||||
| 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: | 11 March 2026 | |||||
| 6. Date on which issuer notified (DD/MM/YYYY): | 11 March 2026 | |||||
| 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 | Nil | Nil | Nil | |||
| Position of previous notification (if applicable) | 50.05% | 50.05% | 115,945,956 | |||
| 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 (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (DTR5.2.1) | ||||||
| GB00BLR8L223 | Nil | 58,032,442 | Nil | 50.05% | |||||
| SUBTOTAL 8. A | |||||||||
| B 1: Financial Instruments according to DTR5.3.1R (1) (a) | |||||||||
| Type of financial instrument | Expiration datex | Exercise/ Conversion Periodxi | 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 datex | Exercise/ Conversion Periodxi | 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 | ||||
| Fullchain 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 | ||||
| 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 | |
| Nadeem Raza | Nil | Nil | Nil | |
| 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 informationxvi | ||||
| Place of completion | London |
| Date of completion | 11 March 2026 |
| 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: | Microlise 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 obligationiv | ||||||
| Name | Nadeem Raza as trustee for The Raza Hamilton Trust | |||||
| 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: | 11 March 2026 | |||||
| 6. Date on which issuer notified (DD/MM/YYYY): | 11 March 2026 | |||||
| 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 | 50.05% | 50.05% | 58,032,442 | |||
| Position of previous notification (if applicable) | Nil | Nil | Nil | |||
| 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 (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (DTR5.2.1) | ||||||
| GB00BLGYDT21 | 58,032,442 | Nil | 50.05% | Nil | |||||
| SUBTOTAL 8. A | |||||||||
| B 1: Financial Instruments according to DTR5.3.1R (1) (a) | |||||||||
| Type of financial instrument | Expiration datex | Exercise/ Conversion Periodxi | 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 datex | Exercise/ Conversion Periodxi | 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 | ||||
| Fullchain 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 | ||||
| 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 | |
| Nadeem Raza as trustee for The Raza Hamilton Trust | 50.05% | Nil | 50.05% | |
| 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 informationxvi | ||||
| Place of completion | London |
| Date of completion | 11 March 2026 |