REG - TPXimpact Holdings - Issue of Shares and PDMR dealings / TVR
13/05/2022 07:00
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RNS Number : 3608L TPXimpact Holdings PLC 13 May 2022
13 May 2022
TPXimpact Holdings PLC
("TPX", "TPXimpact", or the "Company")
Issue of Shares and PDMR dealings
TPXimpact Holdings PLC, the technology-enabled services company focused on
digital transformation, announces that the Company has today issued 96,839 new
ordinary shares of 1 pence each in respect of outstanding acquisition
consideration totalling £192,280 ("Earnout Shares") and 7,001 new ordinary
shares of 1 pence in respect of the Share Incentive Plan ("SIP").
The SIP Trustees (Cytec Trustees Limited) acquired a total of 7,001 shares
(the "Partnership Shares") on 8 May 2022 at a price of £1.90 per Ordinary
Share and total cost of £13,302. The Partnership Shares were acquired by
purchase in the market and allocated to those Company employees participating
in its Share Incentive Plan (SIP) scheme. As set out at the time of the
announcement of TPXimpact's interim results on 30 November 2020, this SIP Plan
is designed to reward and incentivise employees of the Company through
tax-efficient salary sacrifice and a free matching award of Ordinary Shares on
a one-for-one basis. Accordingly, on 8 May 2022, the SIP Trustees also
allocated a total of 7,001 matching shares (the "Matching Shares") under the
SIP. The Matching Shares are covered by the Company's block listing as
announced on 15 January 2021.
Neal Gandhi and Oliver Rigby received Earnout Shares in respect of the
acquisitions, together with Partnership Shares and Matching Shares under the
SIP as follows:
Name Earnout Shares issued Partnership Shares acquired Matching Shares issued Total Shares post issue (including shares held by the SIP on behalf of the Percentage of issued share capital
relevant PDMR)
Neal Gandhi 45,238 79 79 8,755,776 9.8%
Oliver Rigby 0 79 79 4,203,010 4.7%
Remaining value of acquisition consideration to be issued
Following the issue, the Company has additional consideration to pay totalling
£3,180,940. The maximum further shares to be issued as a result of this
consideration is 3,939,547 which reduces to 1,570,835 assuming the share price
remained constant at £2.025, being the closing mid-market price on 3 May
2022. Further details of the share issues are set out below:
Value £'000s Minimum share price Max shares to be issued '000s Shares to be issued calculated based on price of £2.025
577 74p 780 285
1,587 82p 1,936 784
119 82.5p 144 59
898 83.125p 1,080 443
3,181 3,940 1,571
Timing of payment of acquisition consideration Value £'000s
Within the next 6 months 2,117
Between 6-12 months 532
After 12 months 532
Admission to trading and total voting rights
An application has been made for the admission of the Earnout Shares to
trading on AIM which is expected to take place on or around 18 May 2022. The
Matching Shares are covered by the Company's block listing as announced on 15
January 2021.
In April 2022, it was announced that 8,509 shares matching shares under the
Company's block listing were allocated by the SIP Trustees on the 8 April
2022. TPX has been subsequently informed by Cytec Trustees Limited that of
these 8,509 shares, only 495 shares were newly allocated, with 8,014 existing
shares being re-allocated from employees no longer participating in the SIP
and should therefore be removed from the calculation of TPXimpact's total
voting rights.
Therefore, following this issue of Earnout Shares and Matching Shares (less
the 8,014 shares mentioned above) the Company will have 89,551,716 Ordinary
Shares in issue and no Ordinary Shares in treasury. Therefore, the total
voting rights in TPXimpact will be 89,551,716. This figure may be used by
shareholders as the denominator for the calculation by which they may
determine if they are required to notify their interest in, or change to their
interest in, the Company under the FCA's Disclosure Guidance and Transparency
Rules.
Enquiries:
TPXimpact Holdings Via Alma PR
Neal Gandhi (CEO)
+44 (0)207 710 7600
Oliver Rigby (CFO)
Stifel Nicolaus Europe Limited
(Nomad and Joint Broker)
Alex Price +44 (0)203 903 7715
Fred Walsh
Dowgate Capital Limited
(Joint Broker)
James Serjeant
David Poutney
Alma PR tpx@almapr.co.uk
(Financial PR) +44(0)203 405 0209
Susie Hudson
Kieran Breheny
Matthew Young
About TPXimpact
TPXimpact exists to transform the organisations, services and systems that
underpin society and that drive business success. It applies strategic and
creative thinking, technology, innovative design and user-centred approaches
to bring about numerous improvements which together multiply the impact of
change. The Company works closely with its clients in agile, multidisciplinary
teams that span organisational design, technology, and digital experiences. It
shares a deep understanding of people and behaviours and a philosophy of
putting people and communities at the heart of every transformation.
The business is being increasingly recognised as a leading alternative digital
transformation provider to the UK public services sector, with c.75% of its
client base representing the public sector and c.25% representing the
commercial sector.
More information is available at www.tpximpact.com (http://www.tpximpact.com)
.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Neal Gandhi
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name TPXimpact Holdings Plc
b) LEI 2138004S9O18Q6F9MS74
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
Identification code ISIN: GB00BGGK0V60
b) Nature of the transaction Receipt of vendor consideration shares and purchase and allocation of
Partnership and Matching Shares, respectively, under TPXimpact Holdings PLC
Share Incentive Plan
c) Price(s) and volume(s) Earnout Shares:
45,238 ordinary shares at 198.50p
Matching Shares:
79 ordinary shares at 190p
Partnership Shares:
79 ordinary shares at 190p
d) Aggregated information Earnout Shares:
45,238 shares
£89,798
- Aggregated volume Matching Shares:
79 shares
£150.10
- Price
Partnership Shares:
79 shares
£150.10
e) Date of the transaction 13 May 2022
f) Place of the transaction Earnout Shares and Matching Shares took place outside a trading venue
Partnership Shares acquired on AIM
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Oliver Rigby
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 TPXimpact Holdings Plc
b) LEI 2138004S9O18Q6F9MS74
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
Identification code ISIN: GB00BGGK0V60
b) Nature of the transaction Purchase and allocation of Partnership and Matching Shares, respectively,
under TPXimpact Holdings PLC Share Incentive Plan
c) Price(s) and volume(s) Matching Shares:
79 ordinary shares at 190p
Partnership Shares:
79 ordinary shares at 190p
Matching Shares:
d) Aggregated information 79 shares
£150.10
- Aggregated volume
Partnership Shares:
79 shares
£150.10
- Price
e) Date of the transaction 13 May 2022
f) Place of the transaction Matching Shares took place outside a trading venue
Partnership Shares acquired on AIM
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