TIDMAFHP TIDMAFHB
RNS Number : 9959B
AFH Financial Group Plc
15 June 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
15 June 2021
RECOMMED CASH ACQUISITION
of
AFH FINANCIAL GROUP PLC
by
CORTINA BIDCO LIMITED ("Cortina Bidco")
(a newly incorporated company indirectly controlled by funds
managed by Flexpoint Ford, LLC)
to be implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006
Court sanction of scheme and expected scheme timetable
Exercise of options, Director/PDMR Shareholdings, conversion of
AFH CULS
AFH Financial Group Plc ("AFH" or the "Company") and Cortina
Bidco are pleased to announce that, at the Court Hearing held
earlier today, the High Court made an order sanctioning the Scheme.
The Scheme will become effective upon the Scheme Court Order (duly
sealed by the Court) being delivered to the Registrar of Companies,
which is now expected to take place on 17 June 2021. The Scheme is
therefore expected to become effective on 17 June 2021.
As notified on 21 May 2021, dealings in AFH's shares will be
suspended with effect from 7.30 a.m. on 17 June 2021. Accordingly
tomorrow, 16 June 2021, will be the last day of dealings in, and
for the registration of transfers of, AFH's ordinary shares of 10
pence each ("Ordinary Shares). The admission to trading of AFH's
Ordinary Shares on AIM will be cancelled with effect from 7.00 a.m.
on 18 June 2021.
Exercise of share options, conversion of AFH CULS and admission
of new Ordinary Shares to trading on AIM
Upon the Court sanction of the Scheme earlier today, conditional
exercises by AFH Share Plan Participants under the AFH Share Plans
to subscribe for an aggregate of 1,775,903 new AFH Ordinary Shares
became unconditional and such aggregate number of new AFH Ordinary
Shares have been conditionally allotted and issued to such
participants, credited as fully paid, in accordance with the
proposals made by AFH and Bidco to participants under the AFH Share
Plans in letters to them dated 8 February 2021 in accordance with
Rule 15 of the Code. Further, upon Court sanction of the Scheme,
the Company has conditionally allotted and issued to holders of AFH
CULS 3,356,567 new Ordinary Shares as consideration for the
conversion of 2,551 AFH CULs, also credited as fully paid, in
accordance with the proposals made by AFH and Bidco to holders of
AFH CULS in letters to them dated 8 February 2021 and 25 May 2021
in accordance with Rule 15 of the Code. All 5,132,470 new Ordinary
Shares will be issued on or prior to the Effective Date of the
Scheme and will either be 'Scheme Shares' within the meaning of the
Scheme and will therefore be acquired by Bidco under the Scheme or
acquired from certain AFH Directors by Bidco under the Rollover
Arrangements.
Such participants who conditionally exercised their options in
accordance with the proposals under Rule 15 of the Code included
the following AFH Directors in respect of the following options
granted to them under the AFH Share Plans (all of which, to the
extent not already vested, vested upon the Court's sanction of the
Scheme):
Director/PDMR Number of AFH AFH Share Plan(s)
Ordinary Shares
Alan Hudson 141,360 Unapproved option plan
----------------- ------------------------------
Paul Wright 237,289 EMI, Unapproved option plan
----------------- ------------------------------
Alexis Larvin 96,574 EMI
----------------- ------------------------------
Austin Broad 82,963 Contractor, EMI
----------------- ------------------------------
John Wheatley 42,588 Contractor, Unapproved option
plan
----------------- ------------------------------
Mark Chambers 5,136 Unapproved option plan
----------------- ------------------------------
Sue Lewis 33,068 Unapproved option plan
----------------- ------------------------------
Notifications by directors/PDMRs in accordance with the EU
Market Abuse Regulation are set out at the foot of this
announcement.
Application has been made to the London Stock Exchange for
5,132,470 new Ordinary Shares to be admitted to trading on AIM
("Admission"). It is expected that Admission will become effective
and dealings in the new Ordinary Shares will commence at 8.00 a.m.
on 16 June 2021.
Following the allotment and issue of the 5,132,470 new Ordinary
Shares, the Company will have in issue 48,256,568 Ordinary Shares.
The Company does not hold any shares in treasury. All of such
ordinary shares have equal voting rights. The International
Securities Identification Number ("ISIN") for the Company's
ordinary shares is GB00B4W5WQ08.
The Company will also have in issue 69 remaining 4 per cent.
Convertible Unsecured Loan Stock 2024 of GBP5,000 nominal value
each. The International Securities Identification Number (ISIN) for
AFH's CULS is GB00BJLFJB09.
Expected Timetable of Principal Events
The following timetable sets out the expected dates for the
implementation of the Scheme.
The following dates and times associated with the Scheme may be
subject to further change. Should there be any changes to the
following dates and times, AFH will give adequate notice by issuing
a further announcement through a Regulatory Information Service.
See also note (1) below.
Last day of dealings in, and 16 June 2021
for registration of transfers
of, AFH Shares
Disablement in CREST of AFH Shares 6:00pm on 16 June 2021
Scheme Record Time 6:00pm on 16 June 2021
Scheme Effective Time after 7am on 17 June 2021(2)
Effective Date 17 June 2021
Suspension of trading in AFH 7:30am on 17 June 2021
Shares on AIM
Cancellation of the admission 7:00am on 18 June 2021
to trading of AFH Shares on AIM
Despatch of cheques and (if applicable) within 14 days of the Effective
share certificates and crediting Date
of CREST accounts with cash due
Longstop Date 30 June 2021(3)
Notes:
(1) The dates and times given are indicative only, are based on
current expectations and may be subject to further change.
References to times are to London time, unless otherwise stated. If
any of the times and/or dates above change further, the revised
times and/or dates will be announced via a Regulatory Information
Service.
(2) The "Scheme Effective Time" of the Scheme is the date and
time at which the Scheme becomes effective pursuant to its terms
and will be on delivery of the Scheme Court Order to the Registrar
of Companies in the UK. TThe events which are stated as occurring
on subsequent dates, including the crediting of CREST accounts, are
conditional on the Scheme Effective Time and operate by reference
to this time.
(3) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such
later date as Cortina Bidco and AFH may, with the consent of the
Panel, agree and, if required, the Court may allow.
General
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the Scheme document
sent to AFH Shareholders on 8 February 2021 (the "Scheme
Document"), a copy of which, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, is
available on the AFH website at
www.afhwm.co.uk/investor-relations/offer/
Enquiries
AFH Financial Group Plc +44 (0) 152 757 7775
John Wheatley (Chairman)
Alan Hudson (Chief Executive Officer)
Keefe, Bruyette & Woods (acting
through Stifel Nicolaus Europe
Limited) (Sole Financial Adviser
to AFH) +44 (0) 20 7710 7600
Alistair McKay
Alex Price
Dennis Towers
Tiber Karadag
Shore Capital (Nominated Adviser
and broker) +44 (0) 207 408 4090
Hugh Morgan
Daniel Bush
Sarah Mather
Henry Wilcocks
Cortina Bidco Limited via Raymond James
Steven Begleiter
Daniel Edelman
Stephane Essama
Raymond James Financial International
Limited (Sole Financial Adviser
to Bidco) +44 (0) 203 798 5700
Dominic Emery
Edward Griffin
Junya Iwamoto
Further information
Stifel Nicolaus Europe Limited, which also trades under the name
Keefe, Bruyette & Woods ("KBW"), and which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser to AFH and no-one else in connection with the matters
described in this Announcement and will not be responsible to
anyone other than AFH for providing the protections afforded to
clients of KBW nor for providing advice in connection with the
matters referred to herein. Neither KBW nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of KBW in
connection with this Announcement, any statement contained herein,
the Acquisition or otherwise.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited ("Shore Capital") are authorised and regulated
in the United Kingdom by the FCA. Shore Capital is acting
exclusively for AFH and no one else in connection with the matters
referred to in this Announcement and will not be responsible to
anyone other than AFH for providing the protections afforded to
clients of Shore Capital or for providing advice in connection with
the matters referred to in this Announcement. Neither Shore Capital
nor any of its subsidiaries or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Shore Capital in connection with this
Announcement or any matter referred to herein.
Eversheds Sutherland (International) LLP is retained as legal
adviser to AFH.
Raymond James Financial International Limited ("Raymond James"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting as financial adviser to Bidco and no-one else in
connection with the matters described in this Announcement and will
not be responsible to anyone other than Bidco for providing the
protections afforded to clients of Raymond James nor for providing
advice in connection with the matters referred to herein. Neither
Raymond James nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Raymond James in connection with this
Announcement, any statement contained herein, the Acquisition or
otherwise.
Kirkland & Ellis International LLP is retained as legal
adviser to Flexpoint and Bidco.
The person responsible for arranging for the release of this
Announcement on behalf of AFH is Paul Wright, Chief Financial
Officer .
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval, in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of AFH in any
jurisdiction in contravention of applicable law. The Acquisition
will be implemented solely by means of the Scheme Document, the
Supplemental Document (or, if applicable, the offer document
containing any Offer), which will contain the full terms and
conditions of the Acquisition including details of how to vote in
respect of the Scheme (or, if applicable, how to accept the Offer).
Any vote in respect of the Scheme or other response in relation to
the Acquisition should be made only on the basis of the information
contained in the Scheme Document, the Supplemental Document (or, if
applicable, the offer document containing any Offer).
Overseas jurisdictions
The availability of the Acquisition to AFH Shareholders who are
not resident in, and citizens of, the UK may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions.
The release, publication or distribution of this Announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the UK
to vote their AFH Shares with respect to the Scheme at the Court
Meeting, or to appoint another person as proxy to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This Announcement has been prepared for the purposes of complying
with English Law, the AIM Rules, UK MAR, the rules of the London
Stock Exchange and the Code 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 of England.
Copies of this Announcement and the formal documentation
relating to the Scheme and the Acquisition will not be, and must
not be, mailed or otherwise forwarded, distributed or sent in, into
or from any Restricted Jurisdiction or any jurisdiction where to do
so would violate the laws of that jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. Doing so may
render invalid any related purported vote in respect of the
Acquisition. If the Acquisition is implemented by way of an Offer
(unless otherwise permitted by applicable law or regulation), the
Offer may not be made, directly or indirectly, in or into or by use
of the mails or any other means or instrumentality (including,
without limitation, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of any Restricted Jurisdiction and the Offer will not be
capable of acceptance by any such use, means, instrumentality or
facilities or from within any Restricted Jurisdiction.
Further details in relation to overseas shareholders are
contained in the Scheme Document.
Additional information for US Holders
US Holders should note that the Acquisition relates to the
securities of an English company and is proposed to be implemented
under a scheme of arrangement under English company law. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules under the US Exchange Act and the
proxy solicitation rules under the US Exchange Act will not apply
to the Acquisition. The Scheme will be subject to UK disclosure
requirements and practices which are different from the disclosure
requirements of the US tender offer and proxy solicitation rules.
The financial information included in the Scheme Document has been
prepared in accordance with IFRS and thus may not be comparable to
financial information of companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the US. However, if Bidco were to exercise its right
to implement the Acquisition of the AFH Shares by way of an Offer,
such Offer will be made in compliance with applicable US tender
offer and securities laws and regulations. Such an Offer would be
made by Bidco.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each AFH Shareholder is urged to
consult his, her or its independent professional adviser
immediately regarding the tax consequences of the Acquisition
applicable to him, her or it.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws since Bidco
and AFH are located in countries other than the US and some or all
of their officers and directors may be residents of countries other
than the US. US Holders may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgment.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco or its nominees, or their
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, AFH Shares outside of
the US, other than pursuant to the Acquisition, until the date on
which the Scheme and/or the Acquisition becomes Effective, lapses
or is otherwise withdrawn. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com .
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. 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 one per cent. 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(s), 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 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.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on AFH's website at
https://www.afhwm.co.uk/investor-relations by no later than 12 noon
(London time) on the business day following the date of this
Announcement. For the avoidance of doubt, the contents of this
website is not incorporated by reference into, and does not form
part of, this Announcement.
Requesting hard copy documents
AFH Shareholders may request a hard copy of this Announcement by
contacting the Company Secretary of AFH during business hours on
+44 (0)152 757 7775 or by submitting a request in writing to the
Company Secretary of AFH at AFH House, Buntsford Drive, Stoke
Heath, Bromsgrove, Worcestershire, B60 4JE. You may also request
that all future documents, Announcements and information to be sent
to you in relation to the Acquisition should be in hard copy
form.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Alan Hudson
-------------------------- ----------------------------------------------------------
2 Reason for the notification
--------------------------------------------------------------------------------------
a) Position/status Chief Executive Officer
-------------------------- ----------------------------------------------------------
b) Initial notification/ Initial notification
Amendment
-------------------------- ----------------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--------------------------------------------------------------------------------------
a) Name AFH Financial Group plc
-------------------------- ----------------------------------------------------------
b) LEI 213800MVLNB5CWDY8X63
-------------------------- ----------------------------------------------------------
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 Options over Ordinary shares of 10 pence
financial instrument,
type of instrument GB00B4W5WQ08
Identification
code
-------------------------- ----------------------------------------------------------
b) Nature of the transaction Exercise of options - unapproved option scheme
-------------------------- ----------------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
71.43p 141,360
--------- ----------
-------------------------- ----------------------------------------------------------
d) Aggregated information
-Aggregated volume 141,360
-Price GBP197,904
-------------------------- ----------------------------------------------------------
e) Date of the transaction All on 15 June 2021
-------------------------- ----------------------------------------------------------
f) Place of the transaction Off market transaction
-------------------------- ----------------------------------------------------------
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Paul Wright
-------------------------- -------------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------
a) Position/status Chief Financial Officer
-------------------------- -------------------------------------------------
b) Initial notification/ Initial notification
Amendment
-------------------------- -------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name AFH Financial Group plc
-------------------------- -------------------------------------------------
b) LEI 213800MVLNB5CWDY8X63
-------------------------- -------------------------------------------------
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 Options over Ordinary shares of 10 pence
financial instrument,
type of instrument GB00B4W5WQ08
Identification
code
-------------------------- -------------------------------------------------
b) Nature of the transaction 1. Exercise of options - EMI scheme
2. Exercise of options - EMI scheme
3. Exercise of options - unapproved option
scheme
4. Exercise of options - EMI scheme
-------------------------- -------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1. 68.03p 68,027
--------- ----------
2. 83.33p 94,238
--------- ----------
3. 71.43p 44,262
--------- ----------
4. 83.33p 30,762
--------- ----------
-------------------------- -------------------------------------------------
d) Aggregated information
-Aggregated volume 237,289
-Price GBP311,966.49
-------------------------- -------------------------------------------------
e) Date of the transaction All on 15 June 2021
-------------------------- -------------------------------------------------
f) Place of the transaction Off market transactions
-------------------------- -------------------------------------------------
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Alexis Larvin
--------------------------- ------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------
a) Position/status Executive Director
--------------------------- ------------------------------------------
b) Initial notification/ Initial notification
Amendment
--------------------------- ------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name AFH Financial Group plc
--------------------------- ------------------------------------------
b) LEI 213800MVLNB5CWDY8X63
--------------------------- ------------------------------------------
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 Options over Ordinary shares of 10 pence
financial instrument,
type of instrument GB00B4W5WQ08
Identification
code
--------------------------- ------------------------------------------
b) Nature of the transaction 1. Exercise of options - EMI scheme
2. Exercise of options - EMI scheme
3. Exercise of options - EMI scheme
--------------------------- ------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1. 100.00p 10,000
--------- ----------
2. 83.33p 45,819
--------- ----------
3. 270.27p 40,755
--------- ----------
--------------------------- ------------------------------------------
d) Aggregated information
-Aggregated volume 96,574
-Price GBP80,062.15
--------------------------- ------------------------------------------
e) Date of the transaction All on 15 June 2021
--------------------------- ------------------------------------------
f) Place of the transaction Off market transaction
--------------------------- ------------------------------------------
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Austin Broad
-------------------------- ------------------------------------------------------
2 Reason for the notification
----------------------------------------------------------------------------------
a) Position/status Executive Director
-------------------------- ------------------------------------------------------
b) Initial notification/ Initial notification
Amendment
-------------------------- ------------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------------------------
a) Name AFH Financial Group plc
-------------------------- ------------------------------------------------------
b) LEI 213800MVLNB5CWDY8X63
-------------------------- ------------------------------------------------------
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 Options over Ordinary shares of 10 pence
financial instrument,
type of instrument GB00B4W5WQ08
Identification
code
-------------------------- ------------------------------------------------------
b) Nature of the transaction 1. Exercise of options - Contractor scheme
2. Exercise of options - EMI scheme
3. Exercise of options - EMI scheme
4. Exercise of options - EMI scheme
5. Exercise of options - EMI scheme
-------------------------- ------------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1. 270.27p 37,298
--------- ----------
2. 100.00p 3,662
--------- ----------
3. 66.45p 665
--------- ----------
4. 83.33p 35,000
--------- ----------
5. 100.00p 6,338
--------- ----------
-------------------------- ------------------------------------------------------
d) Aggregated information
-Aggregated volume 82,963
-Price GBP66,801.09
-------------------------- ------------------------------------------------------
e) Date of the transaction All on 15 June 2021
-------------------------- ------------------------------------------------------
f) Place of the transaction Off market transaction
-------------------------- ------------------------------------------------------
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name John Wheatley
-------------------------- -------------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------
a) Position/status Non-Executive Chairman
-------------------------- -------------------------------------------------
b) Initial notification/ Initial notification
Amendment
-------------------------- -------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name AFH Financial Group plc
-------------------------- -------------------------------------------------
b) LEI 213800MVLNB5CWDY8X63
-------------------------- -------------------------------------------------
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 Options over Ordinary shares of 10 pence
financial instrument,
type of instrument GB00B4W5WQ08
Identification
code
-------------------------- -------------------------------------------------
b) Nature of the transaction 1. Exercise of options - Contractor scheme
2. Exercise of options - Contractor scheme
3. Exercise of options - unapproved option
scheme
-------------------------- -------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1. 100.00p 5,000
--------- ----------
2. 270.27p 13,585
--------- ----------
3. 71.43p 24,003
--------- ----------
-------------------------- -------------------------------------------------
d) Aggregated information
-Aggregated volume 42,588
-Price GBP43,630.65
-------------------------- -------------------------------------------------
e) Date of the transaction All on 15 June 2021
-------------------------- -------------------------------------------------
f) Place of the transaction Off market transaction
-------------------------- -------------------------------------------------
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Mark Chambers
-------------------------- -----------------------------------------------
2 Reason for the notification
---------------------------------------------------------------------------
a) Position/status Non-Executive Director
-------------------------- -----------------------------------------------
b) Initial notification/ Initial notification
Amendment
-------------------------- -----------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------
a) Name AFH Financial Group plc
-------------------------- -----------------------------------------------
b) LEI 213800MVLNB5CWDY8X63
-------------------------- -----------------------------------------------
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 Options over Ordinary shares of 10 pence
financial instrument,
type of instrument GB00B4W5WQ08
Identification
code
-------------------------- -----------------------------------------------
b) Nature of the transaction Exercise of options - unapproved option scheme
-------------------------- -----------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
58.31p 5,136
--------- ----------
-------------------------- -----------------------------------------------
d) Aggregated information
-Aggregated volume 5,136
-Price GBP8,808.24
-------------------------- -----------------------------------------------
e) Date of the transaction All on 15 June 2021
-------------------------- -----------------------------------------------
f) Place of the transaction Off market transaction
-------------------------- -----------------------------------------------
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Sue Lewis
-------------------------- -------------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------
a) Position/status Non-Executive Director
-------------------------- -------------------------------------------------
b) Initial notification/ Initial notification
Amendment
-------------------------- -------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------
a) Name AFH Financial Group plc
-------------------------- -------------------------------------------------
b) LEI 213800MVLNB5CWDY8X63
-------------------------- -------------------------------------------------
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 Options over Ordinary shares of 10 pence
financial instrument,
type of instrument GB00B4W5WQ08
Identification
code
-------------------------- -------------------------------------------------
b) Nature of the transaction 1. Exercise of options - unapproved option
scheme
2. Exercise of options - unapproved option
scheme
-------------------------- -------------------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
1. 58.31p 8,068
--------- ----------
2. 71.43p 25,000
--------- ----------
-------------------------- -------------------------------------------------
d) Aggregated information
-Aggregated volume 33,068
-Price GBP48,836.62
-------------------------- -------------------------------------------------
e) Date of the transaction All on 15 June 2021
-------------------------- -------------------------------------------------
f) Place of the transaction Off market transaction
-------------------------- -------------------------------------------------
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END
MSCEASKSFEFFEFA
(END) Dow Jones Newswires
June 15, 2021 11:05 ET (15:05 GMT)
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