REG - TPXimpact Holdings - Issue of Shares and PDMR dealings

Tpximpact HoldingsAnnouncement

10/06/2022 07:01

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220610:nRSJ3778Oa&default-theme=true

RNS Number : 3778O  TPXimpact Holdings PLC  10 June 2022

 

 

10 June 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 244,476
new ordinary shares of 1 pence each in respect of outstanding acquisition
consideration totalling £424,780 ("Earnout Shares") and 7,955 new ordinary
shares of 1 pence in respect of the Share Incentive Plan ("SIP").

 

The SIP Trustees (Cytec Trustees Limited) acquired a total of 7,955 shares
(the "Partnership Shares") on 8 June 2022 at a price of £1.63 per Ordinary
Share and total cost of £12,967. 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 June 2022, the SIP Trustees also
allocated a total of 7,955 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   50,853                 92                           92                      8,806,813                                                                   9.8%
 Oliver Rigby  0                      92                           92                      4,203,194                                                                   4.7%

 

Remaining value of acquisition consideration to be issued

Following the issue, the Company has additional consideration to pay totalling
£2,756,161. The maximum further shares to be issued as a result of this
consideration is 3,396,173 which reduces to 1,696,099 assuming the share price
remained constant at £1.625, being the closing mid-market price on 6 June
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 £1.625
 384            74p                  520                            237
 1,355          82p                  1,652                          834
 119            82.5p                144                            73
 898            83.125p              1,080                          552
 2,756                               3,396                          1,696

 

 Timing of payment of acquisition consideration   Value £'000s
 Within the next 6 months                        1,925
 Between 6-12 months                             532
 After 12 months                                 299

 

 

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 15 June 2022. The
Matching Shares are covered by the Company's block listing as announced on 15
January 2021.

 

Therefore, following this issue of Earnout Shares and Matching Shares the
Company will have 89,804,147 Ordinary Shares in issue and no Ordinary Shares
in treasury. Therefore, the total voting rights in TPXimpact will be
89,804,147. 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:

                                                                                                             50,853 ordinary shares at 176.58p

                                                                                                             Matching Shares:

                                                                                                             92 ordinary shares at 163p

                                                                                                             Partnership Shares:

                                                                                                             92 ordinary shares at 163p

 d)   Aggregated information                                                                                 Earnout Shares:

                                                                                                             50,853 shares

                                                                                                             £89,796

      - Aggregated volume                                                                                    Matching Shares:

                                                                                                             92 shares

                                                                                                             £149.96
      - Price

                                                                                                             Partnership Shares:

                                                                                                             92 shares

                                                                                                             £149.96
 e)   Date of the transaction                                                                                10 June 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:

                                                                                                             92 ordinary shares at 163p

                                                                                                             Partnership Shares:

                                                                                                             92 ordinary shares at 163p

                                                                                                             Matching Shares:

 d)   Aggregated information                                                                                 92 shares

                                                                                                             £149.96

                                                                                                             Partnership Shares:

                                                                                                             92 shares

                                                                                                             £149.96

      - Aggregated volume
      - Price
 e)   Date of the transaction                                                                                10 June 2022
 f)   Place of the transaction                                                                               Matching Shares took place outside a trading venue

                                                                                                             Partnership Shares acquired on AIM

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOESSWFIUEESEEM