Directors' Dealings and Direc

RNS Number : 6374I

Numis Corporation PLC

21 November 2008

 



EMBARGOED FOR RELEASE 

FRIDAY 21 NOVEMBER 2008 AT 7.00 am  

Numis Corporation Plc ('Numis')

Directors' dealings and directorate change

Following a detailed legal review of Numis' Articles of Association (the 'Articles'), Numis has identified long standing technical breaches of a requirement of the Articles for each director of Numis (each a 'Director', together the 'Directors') to personally and directly hold 20,000 (a 'Qualifying Shareholding') Numis ordinary shares ('Shares'). Although each Director does own, or have a beneficial interest in, at least 20,000 Shares (the Directors collective interest amounts in aggregate to 31,116,057 Shares), many of the shareholdings of the Directors are held by nominees; in trust; or by corporate entities; and, therefore do not count towards a Qualifying Shareholding.

On 17 November 2008, the date on which the Breach was identified, only Oliver Hemsley and Lorna Tilbian held a Qualifying Shareholding. Immediately following the identification of the breaches, action was taken by Michael Spencer, Declan Kelly, Geoffrey Vero and Bill Trent to remedy their personal breaches by transferring sufficient Shares to their direct, personal ownership from their other beneficial holdings or their family interests.  IPGL Limited ('IPGL'), a company in which Michael Spencer, his wife and family trusts have a majority shareholding, sold 20,000 Shares to each of Michael Spencer and Declan Kelly at the market price of 124p per Share. Declan Kelly also has family interests in, and is a director of, IPGL. 

Following these transactions, the aggregate holdings (within the meaning of the AIM Rules) of Shares held by Michael Spencer, IPGL and its wholly-owned subsidiary, INCAP Finance B.V. ('INCAP') is 13,122,934 (12.20%). Declan Kelly now holds 20,000 Shares. There has been no net change in the combined interests of IPGL, its directors and INCAP.

Michael Spencer, Declan Kelly, Geoffrey Vero and Bill Trent now each hold a Qualifying Shareholding and have been re-appointed to the Board of Directors of Numis (the 'Board'). Messrs Spencer, Kelly and Vero will present themselves for re-election to the Board at the forthcoming Annual General Meeting of Numis to be held on 27 January 2009. Bill Trent's intention to leave the Board at the end of 2008 was announced on 8 October 2008.

Tom Bartlam is not currently able to rectify his personal breach but will (within one week of Numis announcing its preliminary results for the year ended 30 September 2008, on Wednesday 3 December 2008) transfer his beneficial holding of Shares to his direct, personal ownership, such that he will then hold a Qualifying Shareholding 

The Board now comprises Oliver Hemsley, Lorna Tilbian and Bill Trent, being the Executive Directors of Numis; and, Michael Spencer, Declan Kelly and Geoffrey Vero, all of whom are Non-Executive Directors. Tom Bartlam will be re-appointed to the Board when he has completed the transfer set out above and will stand for re-election at the 2009 Annual General Meeting.  

The Shares referred to above are Numis' ordinary shares of 5p each and the total number of Shares in issue is 107,555,594 with Share carrying the right to one vote. There are no Shares held in treasury.

The total number of voting rights in Numis is 107,555,594.   

21 November 2008   

END

Contacts

Numis Corporation:        

Oliver Hemsley, Chief Executive                  020 7260 1256
Bill Trent, Chief Financial Officer                 020 7260 1333

Brunswick:

Gill Ackers                                                  020 7936 5382

Carole Cable                                               020 7396 7458

PricewaterhouseCoopers LLP (Nominated Adviser):

Simon Boadle                                              020 7583 5000                            

Jon Raggett                                                 020 7583 5000

 

END

 

 

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