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REG - Microlise Group PLC - Director/PDMR/PCA Shareholding & TR-1 Notification

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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                                                      C/O SEC Newgate

 Nick Wightman, CFO
 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

About Microlise

Microlise Group Plc is a leading provider of transport and fleet technology to
transport and logistic operators helping them to improve efficiency, safety,
and reduce emissions. These improvements are delivered through reduced fuel
use, reduced mileage travelled, improved driver performance, fewer accidents,
elimination of paperwork and delivery of an enhanced customer experience.

Established in 1982, Microlise is an award-winning business with over 2,500
clients, and a global workforce of 730 across the Group's headquarters in
Nottingham in the UK, and offices in France, Australia, and India.

Microlise is listed on the AIM market of the London Stock Exchange (AIM: SAAS)
and qualifies for the London Stock Exchange's Green Economy Mark.

 

 

 

 

 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/                                        Initial

     Amendment
 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  Ordinary shares of £0.001 each

Identification Code

                                                                  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

Price(s)  Volume(s)
                                                                  N/A       58,032,442

     - Aggregated volume
 

     - Price
 e.  Date of the transaction                                      11 March 2026
 f.  Place of the transaction                                     AIM Market of the London Stock Exchange

 

 

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/                                        Initial

     Amendment
 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  Ordinary shares of £0.001 each

Identification Code

                                                                  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

 

 

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                                                                                         Microlise Group plc
 which voting rights are attached (ii):( )
 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                                                                                                                                                               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 reached (vi):                                                                                                        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 both in % (8.A + 8.B)    Total number of voting rights held in issuer (8.A + 8.B) (vii)

(total of 8.B 1 + 8.B 2)
 Resulting situation on the date on which threshold was crossed or reached    Nil                                                                                                              Nil                               Nil
 Position of previous notification (if                                        50.05%                                                                                                           50.05%                            115,945,956

 applicable)

 

 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                                     Number of voting rights (ix)                                                     % of voting rights

shares

 ISIN code (if possible)
                                                   Direct                       Indirect                                            Direct                                                 Indirect

                                                   (DTR5.1)                      (DTR5.2.1)                                         (DTR5.1)                                               (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    Exercise/                                Number of voting rights that may be acquired if the instrument is                % of voting rights

date (x)
Conversion Period (xi)

                                                                                                          exercised/converted.

                                                                 SUBTOTAL 8. B 1

 B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
 (1) (b)
 Type of financial instrument    Expiration                      Exercise/                     Physical or cash                                               Number of voting rights      % of voting rights

date (x)
Conversion Period (xi)

                                                                                               Settlement (xii)

                                                                                               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)
 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  Total of both if it equals or is higher than the notifiable threshold
                                                                                                            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 information (xvi)

 

 Place of completion     London
 Date of completion     11 March 2026

 

 

 

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                                                                                         Microlise Group plc
 which voting rights are attached (ii):( )
 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                                                                                                                                                               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 reached (vi):                                                                                                        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 both in % (8.A + 8.B)    Total number of voting rights held in issuer (8.A + 8.B) (vii)

(total of 8.B 1 + 8.B 2)
 Resulting situation on the date on which threshold was crossed or reached    50.05%                                                                                                           50.05%                            58,032,442
 Position of previous notification (if                                        Nil                                                                                                              Nil                               Nil

 applicable)

 

 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                                     Number of voting rights (ix)                                                     % of voting rights

shares

 ISIN code (if possible)
                                                   Direct                       Indirect                                            Direct                                                 Indirect

                                                   (DTR5.1)                      (DTR5.2.1)                                         (DTR5.1)                                               (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    Exercise/                                Number of voting rights that may be acquired if the instrument is                % of voting rights

date (x)
Conversion Period (xi)

                                                                                                          exercised/converted.

                                                                 SUBTOTAL 8. B 1

 B 2: Financial Instruments with similar economic effect according to DTR5.3.1R
 (1) (b)
 Type of financial instrument    Expiration                      Exercise/                     Physical or cash                                               Number of voting rights      % of voting rights

date (x)
Conversion Period (xi)

                                                                                               Settlement (xii)

                                                                                               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)
 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  Total of both if it equals or is higher than the notifiable threshold
                                                                                                                                     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 information (xvi)

 

 Place of completion     London
 Date of completion     11 March 2026

 

 

 

 

 

 

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