Result of Placing and Posting of Circular
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES WITHIN THIS ANNOUNCEMENT.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN STAFFLINE GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION ("MAR"). UPON THE PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
27 June 2019
Staffline Group plc
("Staffline", the "Company" or the "Group")
Result of Placing and Posting of Circular
Staffline, the Recruitment and Training group, is pleased to announce the successful completion of the accelerated book build announced earlier today by the Company (the "Placing"). The Placing was significantly oversubscribed by existing shareholders and new investors.
The Placing has conditionally raised gross proceeds of approximately £34 million (before expenses) through the placing of 34 million new ordinary shares of 10 pence each in the Company (the "Placing Shares") at 100 pence per share (the "Issue Price").
The Placing Shares represent approximately 122% per cent. of the Company's existing issued ordinary share capital.
Liberum Capital Limited acted as Sole Bookrunner in connection with the Placing.
The Placing Shares are not subject to clawback and are not part of the Open Offer. Neither the Placing nor the Open Offer is underwritten.
Related Party Transaction
Octopus Investments Limited is considered to be a related party of the Company (the "Substantial Shareholder") for the purposes of the AIM Rules by virtue of their status as a substantial shareholder of the Company. The Substantial Shareholder has agreed to subscribe for 4,000,000 Placing Shares as part of the Placing.
The Directors, having consulted with the Company's nominated adviser, Liberum, consider that the terms of the Substantial Shareholder's participation in the Placing and/or Open Offer is fair and reasonable insofar as the Company's Shareholders are concerned.
Posting of Circular
The Company is pleased to announce that tomorrow it will post a Circular to Qualifying Shareholders regarding an Open Offer to raise up to approximately £7 million (before expenses) and setting out further details of the Placing. The Circular will also be made available on the Company's website later today at www.stafflinegroupplc.co.uk.
The Circular also contains a Notice of General Meeting, which is being convened for 9.00 a.m. on 15 July 2019, as the issue of the Placing Shares and the Open Offer Shares are conditional, inter alia, on shareholder approval.
Admission
Application will also be made to London Stock Exchange plc for the Placing Shares and the Open Offer Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the Placing Shares and the Open Offer Shares will commence at 8.00 a.m. on 16 July 2019 (being the business day following the General Meeting).
Other than where defined, capitalised terms used in this announcement have the meanings given to them in the launch announcement released by the Company on 27 June 2019.
Enquiries:
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Staffline Group plc Chris Pullen, Chief Executive Officer Michael Watts, Chief Financial Officer |
via Vigo Communications |
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Liberum Financial Adviser and Sole Bookrunner Steve Pearce / Joshua Hughes / Euan Brown / William Hall |
020 3100 2222 |
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Vigo Communications Financial PR Jeremy Garcia / Antonia Pollock / Charlie Neish |
020 7390 0230 |
The person responsible for arranging the release of this information is Mr Chris Pullen, CEO of the Company.
Overview of Staffline
Staffline is the UK's market leading Recruitment and Training group. It has two divisions:
Recruitment Division
A leading provider of flexible blue-collar workers in the UK, supplying over 60,000 staff per day to c. 1,600 private sector clients, across a wide range of industries including agriculture, drinks, driving, food processing, logistics and manufacturing. It operates from over 450 locations in UK, Eire and Poland. Its leading UK Customer Experience platform provides optimised customer-based staffing management solutions whilst providing market-leading levels of job satisfaction for workers.
PeoplePlus Division
The leading adult skills and training provider in the UK, delivering apprenticeships, adult education, prison education and skills-based employability programmes across the country.
Skills and Training - market leading provider of Apprenticeships (both Levy and non-Levy), learning and development, adult education and health and well-being programmes to the Private and Public sector.
Justice and Community - largest independent provider of education and training services for prisoners and ex-offenders, as well as individual support services for carers and people with disabilities, both at home and in the work place.
Employability - market leading provider of programmes providing back-to-work education, skills support services to the unemployed and enterprise advice to individuals wanting to start their own business.
IMPORTANT NOTICE
This Announcement and the information contained herein is for information purposes only and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, Japan, the Republic of Ireland or the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Placing Restricted Jurisdictions").
The securities of the Company referred to herein have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an available exemption from or in a transaction not subject to the registration requirements of the Securities Act and, in each case, in compliance with the securities law of any state or any other jurisdiction of the United States. No public offering of the Company's securities is being made in the United States.
Persons receiving this Announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing and the Open Offer. This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Placing Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Placing Restricted Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
No action has been taken by the Company, Liberum or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the Placing Shares or Open Offer Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares or Open Offer Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.
The notification below is made in accordance with the requirements of the EU Market Abuse Regulation.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
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Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 |
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1 |
Details of the person discharging managerial responsibilities/person closely associated |
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a. |
Name |
John Crabtree |
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2 |
Reason for notification |
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a. |
Position/Status |
Non-Executive Chairman |
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b. |
Initial notification/ Amendment |
Initial |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a. |
Name |
Staffline Group plc |
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b. |
LEI |
213800BVLF1BCOJUH828 |
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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 |
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a. |
Description of the financial instrument, type of instrument |
Ordinary Shares of 10p each |
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b. |
Nature of the transaction |
Subscription for ordinary shares through conditional placing. Subscription is conditional on passing of the certain resolutions at the Company's general meeting to be held on 15 July 2019. |
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c. |
Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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100p |
25,000 |
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d. |
Aggregated information - Aggregated Volume - Price |
N/A
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e. |
Date of the transaction |
27 June 2019 |
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f. |
Place of the transaction |
AIMX |
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Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 |
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1 |
Details of the person discharging managerial responsibilities/person closely associated |
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a. |
Name |
Christopher Pullen |
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2 |
Reason for notification |
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a. |
Position/Status |
Group Chief Executive Officer |
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b. |
Initial notification/ Amendment |
Initial |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a. |
Name |
Staffline Group plc |
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b. |
LEI |
213800BVLF1BCOJUH828 |
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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 |
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a. |
Description of the financial instrument, type of instrument |
Ordinary Shares of 10p each |
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b. |
Nature of the transaction |
Subscription for ordinary shares through conditional placing. Subscription is conditional on passing of the certain resolutions at the Company's general meeting to be held on 15 July 2019. |
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c. |
Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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100p |
100,000 |
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d. |
Aggregated information - Aggregated Volume - Price |
N/A
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e. |
Date of the transaction |
27 June 2019 |
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f. |
Place of the transaction |
AIMX |
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Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 |
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1 |
Details of the person discharging managerial responsibilities/person closely associated |
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a. |
Name |
Michael Watts |
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2 |
Reason for notification |
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a. |
Position/Status |
Group Chief Financial Officer |
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b. |
Initial notification/ Amendment |
Initial |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a. |
Name |
Staffline Group plc |
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b. |
LEI |
213800BVLF1BCOJUH828 |
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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 of 10p each |
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b. |
Nature of the transaction |
Subscription for ordinary shares through conditional placing. Subscription is conditional on passing of the certain resolutions at the Company's general meeting to be held on 15 July 2019. |
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c. |
Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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100p |
18,000 |
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d. |
Aggregated information - Aggregated Volume - Price |
N/A
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e. |
Date of the transaction |
27 June 2019 |
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f. |
Place of the transaction |
AIMX |
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Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 |
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1 |
Details of the person discharging managerial responsibilities/person closely associated |
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a. |
Name |
Edward Barker |
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2 |
Reason for notification |
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a. |
Position/Status |
Non-Executive Director |
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b. |
Initial notification/ Amendment |
Initial |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a. |
Name |
Staffline Group plc |
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b. |
LEI |
213800BVLF1BCOJUH828 |
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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 |
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a. |
Description of the financial instrument, type of instrument |
Ordinary Shares of 10p each |
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b. |
Nature of the transaction |
Subscription for ordinary shares through conditional placing. Subscription is conditional on passing of the certain resolutions at the Company's general meeting to be held on 15 July 2019. |
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c. |
Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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100p |
10,000 |
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d. |
Aggregated information - Aggregated Volume - Price |
N/A
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e. |
Date of the transaction |
27 June 2019 |
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f. |
Place of the transaction |
AIMX |
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Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 |
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1 |
Details of the person discharging managerial responsibilities/person closely associated |
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a. |
Name |
Tracy Lewis |
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2 |
Reason for notification |
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a. |
Position/Status |
Non-Executive Director |
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b. |
Initial notification/ Amendment |
Initial |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a. |
Name |
Staffline Group plc |
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b. |
LEI |
213800BVLF1BCOJUH828 |
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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 of 10p each |
||||||
|
b. |
Nature of the transaction |
Subscription for ordinary shares through conditional placing. Subscription is conditional on passing of the certain resolutions at the Company's general meeting to be held on 15 July 2019. |
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c. |
Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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100p |
100,000 |
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d. |
Aggregated information - Aggregated Volume - Price |
N/A
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e. |
Date of the transaction |
27 June 2019 |
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f. |
Place of the transaction |
AIMX |
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Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 |
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1 |
Details of the person discharging managerial responsibilities/person closely associated |
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a. |
Name |
Mark Underwood |
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2 |
Reason for notification |
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a. |
Position/Status |
Managing Director Recruitment division |
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b. |
Initial notification/ Amendment |
Initial |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||
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a. |
Name |
Staffline Group plc |
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b. |
LEI |
213800BVLF1BCOJUH828 |
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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 |
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a. |
Description of the financial instrument, type of instrument |
Ordinary Shares of 10p each |
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b. |
Nature of the transaction |
Purchase of Ordinary Shares |
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c. |
Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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100p |
30,000 |
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d. |
Aggregated information - Aggregated Volume - Price |
N/A
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e. |
Date of the transaction |
27 June 2019 |
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f. |
Place of the transaction |
AIMX |
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Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 |
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1 |
Details of the person discharging managerial responsibilities/person closely associated |
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a. |
Name |
Simon Rouse |
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2 |
Reason for notification |
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a. |
Position/Status |
Managing Director PeoplePlus division |
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b. |
Initial notification/ Amendment |
Initial |
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3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||
|
a. |
Name |
Staffline Group plc |
||||||
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b. |
LEI |
213800BVLF1BCOJUH828 |
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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 of 10p each |
||||||
|
b. |
Nature of the transaction |
Subscription for ordinary shares through conditional placing. Subscription is conditional on passing of the certain resolutions at the Company's general meeting to be held on 15 July 2019. |
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c. |
Price(s) and volume(s) |
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Price(s) |
Volume(s) |
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|||||
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100p |
28,000 |
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d. |
Aggregated information - Aggregated Volume - Price |
N/A
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e. |
Date of the transaction |
27 June 2019 |
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f. |
Place of the transaction |
AIMX |
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