REG - TPXimpact Holdings - Issue of Shares and PDMR dealings
10/08/2022 07:00
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RNS Number : 4571V TPXimpact Holdings PLC 10 August 2022
10 August 2022
TPXimpact Holdings PLC
("TPX", "TPXimpact", or the "Company")
Issue of Shares and PDMR dealings
TPXimpact Holdings PLC (AIM: TPX), the technology-enabled services company
focused on digital transformation, announces that the Company has today issued
137,914 new ordinary shares of 1 penny each ("Ordinary Shares") in respect of
outstanding acquisition consideration totalling £192,280 ("Earnout Shares")
and 10,860 new ordinary shares of 1 pence in respect of the Share Incentive
Plan ("SIP").
The SIP Trustees (Cytec Trustees Limited) acquired a total of 10,860 shares
(the "Partnership Shares") on 8 August 2022 at a price of £1.18 per Ordinary
Share and total cost of £12,814. 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 August 2022, the SIP Trustees also
allocated a total of 10,860 matching shares (the "Matching Shares") under the
SIP. The Matching Shares are covered by the Company's block listing as
announced on 22 July 2022.
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 64,427 127 127 8,930,717 9.9%
Oliver Rigby 0 127 127 4,203,656 4.7%
Remaining value of acquisition consideration to be issued
Following the issue, the Company has additional consideration to pay totalling
£2,072,334. The maximum further shares to be issued as a result of this
consideration is 2,516,478 which reduces to 1,486,823 assuming the share price
remains constant at £1.393, being the closing mid-market price on 3 August
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 £1.393
0 74p 0 0
1,355 82p 1,652 972
119 82.5p 144 85
598 83.125p 720 429
2,072 2,516 1,487
Timing of payment of acquisition consideration Value £'000s
Within the next 6 months 1,540
Between 6-12 months 532
After 12 months 0
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 August 2022.
The Matching Shares are covered by the Company's block listing as announced on
22 July 2022.
The new Ordinary Shares issued and admitted to trading will rank pari
passu in all respects with the existing Ordinary Shares.
Therefore, following this issue of the Earnout Shares and Matching Shares, the
Company will have 90,088,290 Ordinary Shares in issue and no Ordinary Shares
in treasury. The total voting rights in TPXimpact will be 90,088,290. 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:
64,427 ordinary shares at 139p
Matching Shares:
127 ordinary shares at 118p
Partnership Shares:
127 ordinary shares at 118p
d) Aggregated information Earnout Shares:
64,427 shares
£89,798
- Aggregated volume Matching Shares:
127 shares
£149.86
- Price
Partnership Shares:
127 shares
£149.86
e) Date of the transaction 8 August 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:
127 ordinary shares at 118 p
Partnership Shares:
127 ordinary shares at 118 p
Matching Shares:
d) Aggregated information 127 shares
£149.86
- Aggregated volume
Partnership Shares:
127 shares
£149.86
- Price
e) Date of the transaction 8 August 2022
f) Place of the transaction Matching Shares took place outside a trading venue
Partnership Shares acquired on AIM
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