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Prezzo PLC (PRZ)

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Thursday 29 January, 2015

Prezzo PLC

Exercise of Share Options

RNS Number : 5396D
Prezzo PLC
29 January 2015
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

29 January 2015

 

RECOMMENDED CASH ACQUISITION

 

of

 

PREZZO PLC

 

by

 

PAPA BIDCO LIMITED

 

(a newly-incorporated company indirectly owned by the TPG Funds)

 

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

(the "Scheme")

 

 

Exercise of Share Options

 

Prezzo plc ("Prezzo") announces that, following the sanction by the Court of the Scheme, 5,062,647 Ordinary Shares of 5 pence each have been allotted and issued as a result of the exercise of Prezzo Options in connection with the Scheme.

 

The following Prezzo Directors exercised options over Ordinary Shares:

 

Name

Title

Name of Prezzo Share Plan

No. of Prezzo Options exercised

Exercise price

 

Jonathan Kaye

Chief Executive Officer

2007 Unapproved Share Option Plan

726,096

125.50p

2007 Company Share Option Plan

23,904

125.50p

Alan Millar

Finance Director

2007 Unapproved Share Option Plan

250,000

38.75p

200,000

26.00p

150,000

125.5p

100,000

67.75p

50,000

57.00p

Kuldip Sehmi

Executive Director

2002 Unapproved Share Option Scheme

100,000

52.50p

2007 Unapproved Share Option Plan

100,000

125.50p

50,000

67.75p

Mehdi Gashi

Executive Director

2002 Unapproved Share Option Scheme

83,692

56.25p

25,000

50.00p

20,000

52.50p

2007 Unapproved Share Option Plan

250,000

125.50p

100,000

67.75p

100,000

38.75p

50,000

57.00p

35,955

26.00p

 

 

Following the above transactions, the resultant shareholdings of those Prezzo Directors who exercised options are as follows:



 

Name

Title

Resultant no. of Prezzo Shares held

Resultant holding as a percentage of Prezzo Shares in issue

Jonathan Kaye

Chief Executive Officer

20,534,000

8.56%

Alan Millar

Finance Director

850,000

0.35%

Kuldip Sehmi

Executive Director

932,244

0.39%

Mehdi Gashi

Executive Director

719,647

0.30%

 

 

Prezzo has made application for the 5,062,647 Ordinary Shares of 5 pence each to be admitted to trading on AIM. Admission of the Ordinary Shares however is not expected as on 30 January 2015, the trading of Prezzo Shares on AIM will be suspended pending the Effective Date. The admission to trading on AIM of Prezzo Shares will be cancelled with effect from the business day after the Effective Date.

 

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Code"), Prezzo confirms that it has 239,947,229 Ordinary Shares in issue. There are no Ordinary Shares held in treasury. The total number of voting rights in the Company is therefore 239,947,229. This figure may be used by shareholders of the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules and under Rule 8.3 of the Code. The International Securities Identification Number for the Ordinary Shares is GB00B07G3K12.

 

General

 

The Prezzo Directors accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

 

A copy of this announcement will be available free of charge but subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Prezzo's website at www.prezzorestaurantscorporate.co.uk/. The contents of this website are not incorporated into, and do not form part of, this announcement.

 

Capitalised terms used but not defined in this announcement have the same meanings set out in the circular to Prezzo Shareholders dated 4 December 2014.

 

 

Enquiries

 

Tulchan Communications LLP (Media enquiries to Prezzo)

Tom Buchanan

Victoria Huxster

 

+44 (0) 20 7353 4200

Altium (Financial adviser to Prezzo)

+44 (0) 20 7484 4040

Sam Fuller

Paul Chamberlain

 


Cenkos Securities Plc (NOMAD and Broker to Prezzo)

+44 (0) 20 7397 8900

Bobbie Hilliam

 


 

Further information

 

Altium Capital Limited ("Altium"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Prezzo and no one else in connection with the Acquisition, and will not be responsible to anyone other than Prezzo for providing the protections afforded to clients of Altium nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

 

Cenkos Securities Plc ("Cenkos"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Prezzo and no one else in connection with the Acquisition, and will not be responsible to anyone other than Prezzo for providing the protections afforded to clients of Cenkos nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

 

This announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.  An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.  You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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