Issue of Shares and PDMR Dealings

RNS Number : 4108E
TPXimpact Holdings PLC
11 March 2022
 

 

 

11 March 2022

T PXimpact Holdings PLC

( "TPX", "T PXimpact ", or the "Company")

 

Issue of Shares and PDMR dealings

 

T PXimpact Holdings PLC, the technology-enabled services company focused on digital transformation, announces that the Company has today issued 264,564 new ordinary shares of 1 pence each in respect of outstanding acquisition consideration totalling £587,228 ("Earnout Shares") and 7,004 new ordinary shares of 1 pence in respect of the Share Incentive Plan ("SIP").

 

The SIP Trustees (Cytec Trustees Limited) acquired a total of 7,004 shares (the "Partnership Shares") on 8 March 2022 at a price of £1.75 per Ordinary Share and total cost of £12,257. 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 March 2022, the SIP Trustees also allocated a total of 7,004 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 relevant PDMR)

Percentage of issued share capital

Neal Gandhi

41,605

86

86

8,793,828

10%

Oliver Rigby

0

86

86

4,226,515

4.8%

 

Remaining value of acquisition consideration to be issued


Following the issue, the Company has additional consideration to pay totalling £
3,565,499. The maximum further shares to be issued as a result of this consideration is 4,459,222 which reduces to 1,927,297 assuming the share price remained constant at £1.85, being the closing mid-market price on 3 March 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 £ 1.85

961

74p

1,299

520

1,587

82p

1,936

858

119

82.5p

144

64

898

83.125p

1,080

485

3,565

 

4,459

1,927

 

Timing of payment of acquisition consideration

 Value £'000s

Within the next 6 months

2,501

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

 

Following this issue of Earnout Shares and Matching Shares the Company will have 88,358,817 Ordinary Shares in issue and no Ordinary Shares in treasury. Therefore, the total voting rights in TPXimpact will be 88,358,817. 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

Neal Gandhi (CEO)

Oliver Rigby (CFO)

 

Stifel Nicolaus Europe Limited

(Nomad and Joint Broker)

Via Alma PR



+44 (0)207 710 7600

Alex Price

Fred Walsh

 

Dowgate Capital Limited

(Joint Broker)

James Serjeant

David Poutney

 



+44 (0)203 903 7715

Alma PR 

(Financial PR)

Susie Hudson

Kieran Breheny

Matthew Young

tpx@almapr.co.uk 

+44(0)203 405 0209

 

 

 

 

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 .

 

 

 

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:

 

41,605 ordinary shares at 215.83p

 

Matching Shares:

 

86 ordinary shares at 175p

 

Partnership Shares:

 

86 ordinary shares at 175p

 

d)

 

 

Aggregated information

 

 

Earnout Shares:

41,605 shares

£89,797

 

- Aggregated volume

 

Matching Shares:

86 shares

£150.50

- Price

 

 

Partnership Shares:

86 shares

£150.50

e)

Date of the transaction

 

11 March 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:

 

86 ordinary shares at 175p

 

Partnership Shares:

 

86 ordinary shares at 175p

 

 

d)

 

 

Aggregated information

 

 

Matching Shares:

86 shares

£150.50

- Aggregated volume

 

 

Partnership Shares:

86 shares

£150.50

- Price

 

 

e)

Date of the transaction

 

11 March 2022

f)

Place of the transaction


Matching Shares took place outside a trading venue

 

Partnership Shares acquired on AIM

 

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