TIDMK3C
RNS Number : 0777S
K3 Capital Group PLC
28 September 2017
28 September 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN K3 CAPITAL GROUP
PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS
OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF K3 CAPITAL GROUP PLC. PLEASE SEE THE IMPORTANT NOTICE AT
THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 ("MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF
THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS
PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND
SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
K3 CAPITAL GROUP PLC
("K3", the "Company" and including its subsidiaries, the
"Group")
Result of secondary placing and Director/PDMR Shareholdings
K3 Capital Group plc (the "Company"), a leading business and
company sales specialist in the UK, announces that it has been
notified by certain Directors and senior management of the Company
(the "Selling Shareholders"), that, further to the announcement
made yesterday evening (27 September 2017), they have successfully
sold a total of 3,165,787 ordinary shares in the Company ("Placing
Shares") at a price of 150 pence per Placing Share (the "Placing")
and the Placing Shares have been sold with the rights to the final
dividend payment for the year ended 31 May 2017 of 4.4 pence per
Placing Share, the dividend payment subject only to the passing of
the relevant resolution at the Company's Annual General Meeting on
27 October 2017. The Placing Shares in aggregate represent
approximately 7.50% of the Company's issued share capital.
The Company has also been notified today that as part of the
Placing, Clare Mattioli, wife of Ian Mattioli, Non-Executive
Chairman, purchased 40,000 Placing Shares at 150 pence per Placing
Share.
On completion of the Placing, the Selling Shareholders and Ian
Mattioli (together with his connected persons) shall have the
following resultant shareholdings:
Resultant Holding
------------------ -------------- ---------------- ---------------------------------
Director/PDMR Shareholding Number of Ordinary Shares % of Issued
immediately Placing Shares Share Capital
prior to the (sold)/bought
Placing
------------------ -------------- ---------------- ---------------- ---------------
Ian Mattioli* 596,316 40,000 636,316 1.51
------------------ -------------- ---------------- ---------------- ---------------
Anthony Ford 8,442,105 (844,210) 7,597,895 18.00
------------------ -------------- ---------------- ---------------- ---------------
John Rigby 8,442,105 (844,210) 7,597,895 18.00
------------------ -------------- ---------------- ---------------- ---------------
Andrew Melbourne 675,854 (211,052) 464,802 1.10
------------------ -------------- ---------------- ---------------- ---------------
Simon Daniels 3,379,310 (844,210) 2,535,100 6.01
------------------ -------------- ---------------- ---------------- ---------------
Matthew Clancy 1,689,655 (422,105) 1,267,550 3.00
------------------ -------------- ---------------- ---------------- ---------------
*Together with his connected persons.
The notification at the end of this announcement, set out in
accordance with the requirements of the EU Market Abuse Regulation,
provides further details of the transactions.
The Placing was conducted through an accelerated bookbuild by
finnCap Ltd ("finnCap") acting as bookrunner. The proceeds of the
Placing are payable in cash on usual settlement terms and the
Placing is expected to settle on a T+10 basis on or around 12
October 2017. The Company is not a party to the Placing and will
not receive any proceeds from the Placing.
The Selling Shareholders (excluding John Rigby and Tony Ford)
have undertaken to the Company and finnCap that, they will not
dispose of any further Ordinary Shares for a period ending on the
second anniversary of completion of the Placing (subject to
customary exceptions), John Rigby has undertaken to the Company and
finnCap that, he will not dispose of any further Ordinary Shares
for a period ending on the third anniversary of completion of the
Placing (subject to customary exceptions) and Tony Ford's lock-in
agreement dated 5 April 2017 shall remain in force (the "Lock in
Periods"). Following the expiration of the Lock in Periods, a
customary one year orderly market agreement will apply.
Anthony Ford, John Rigby, Andrew Melbourne, Simon Daniels,
Matthew Clancy and Stuart Lees, together with their respective
families and other connected persons are deemed to be acting in
concert and regarded by the Takeover Panel to be members of the
concert party detailed in the Company's admission document dated 6
April 2017 ("Admission Document") (the "Concert Party"). As a
consequence of the Placing, the Concert Party now hold in aggregate
not less than 30 per cent., but not more than 50 per cent. of the
Company's issued share capital. Should any member of the Concert
Party or any person acting in concert with any member of the
Concert Party acquire an interest in any shares (excluding the
exercise of existing options granted to Andrew Melbourne, detailed
in the Company's Admission Document) which increases the percentage
of shares carrying voting rights in such company in which the
Concert Party (or any person acting in concert with the Concert
Party) is interested, that person together with people acting in
concert with that person will normally be required to make a
general offer in cash to all shareholders in the Company, at the
highest price paid by that person or any person acting in concert
with that person for an interest in such shares within the
preceding 12 months, for all the remaining equity share capital of
that company.
Further to the above, the Company notes that whilst at the time
of issue of the Notice of Annual General Meeting, Resolution 13 was
proposed to authorise the Company to make market purchases of its
own shares (the "Buyback Resolution"), this was circulated on the
basis that the Concert Party would continue to hold in excess of 50
per cent. of the issued share capital of the Company. Due to the
amended circumstances following the Placing, the Board will no
longer be putting the Buyback Resolution to shareholders at the
Annual General Meeting.
The respective holdings of each Concert Party member following
the Transaction are outlined in the table below:
Director/PDMR Shareholding % Issued Share
Capital
------------------- ------------- ---------------
Anthony Ford 7,597,895 18.00
------------------- ------------- ---------------
John Rigby 7,597,895 18.00
------------------- ------------- ---------------
Andrew Melbourne* 464,802 1.10
------------------- ------------- ---------------
Simon Daniels 2,535,100 6.01
------------------- ------------- ---------------
Matthew Clancy 1,267,550 3.00
------------------- ------------- ---------------
Stuart Lees 800,000 1.90
------------------- ------------- ---------------
Total 20,263,242 48.00
------------------- ------------- ---------------
* Excluding options over a maximum entitlement of 217,020
ordinary shares of 1 penny each in the Company.
Capitalised terms not defined in this announcement have the same
meaning as set out in the announcement of the Company dated 27
September 2017.
For further information please contact:
K3 Capital Group plc Tel: c/o Newgate 020
7680 6550
John Rigby, Chief Executive Officer www.k3capitalgroupplc.com
Andrew Melbourne, Chief Financial
Officer
finnCap Ltd (Nominated Adviser Tel: 020 7220 0500
and Sole Broker)
Jonny Franklin-Adams, Emily Watts,
Anthony Adams (Corporate Finance)
Tim Redfern, Richard Chambers (Corporate
Broking)
Newgate Communications Ltd (Financial Tel: 020 7680 6550
PR)
Alistair Kellie, Zoƫ Pocock, k3capital@newgatecomms.com
James Ash
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMED) (THE "ORDER"); OR (II)
FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND, (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa or Japan or in
any jurisdiction in which such an offer or invitation is
unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any State or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States (as defined in
Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any relevant State or other jurisdiction of the United
States. There will be no public offering of the Placing Shares in
the United States or elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by the
Selling Shareholders, finnCap or any of their respective
affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any State of the United States and the District of Columbia),
Australia, Canada, the Republic of South Africa or Japan. Any
failure to comply with this restriction may constitute a violation
of US, Australian, Canadian, South African or Japanese securities
laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Selling Shareholders, finnCap
or any of their respective affiliates that would, or which is
intended to, permit a public offer of the Placing Shares in any
jurisdiction, or possession or distribution of this announcement or
any other offering or publicity material relating to the Placing
Shares, in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Selling Shareholders and finnCap to inform
themselves about and to observe any applicable restrictions.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company, the Selling Shareholders, finnCap or any of their
respective affiliates in relation to any purchase of or
subscription for securities of the Company. No representation or
warranty, express or implied, is given by or on behalf of the
Company, the Selling Shareholders, finnCap or any of their
respective directors, partners, officers, employees, advisers or
any other persons as to the accuracy, fairness or sufficiency of
the information or opinions contained in this announcement and none
of the information contained in this announcement has been
independently verified. Save in the case of fraud, no liability is
accepted for any errors, omissions or inaccuracies in such
information or opinions.
finnCap, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Selling Shareholders in connection with the Placing and will not be
responsible to anyone other than the Selling Shareholders for
providing the protections offered to the clients of finnCap, nor
for providing advice in relation to the Placing or any matters
referred to in this announcement, and apart from the
responsibilities and liabilities (if any) imposed on finnCap by
FSMA, any liability therefore is expressly disclaimed. Any other
person in receipt of this announcement should seek their own
independent legal, investment and tax advice as they see fit.
References to time in this announcement are to London time,
unless otherwise stated. All times and dates in this announcement
may be subject to amendment.
Certain statements in this announcement are forward-looking
statements. By their nature, forward-looking statements involve a
number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed
or implied by the forward-looking statements. These risks,
uncertainties and assumptions could adversely affect the outcome
and financial consequences of the plans and events described
herein. No one undertakes any obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers should not place
any undue reliance on forward-looking statements which speak only
as of the date of this announcement. Statements contained in this
announcement regarding past trends or events should not be taken as
representation that such trends or events will continue in the
future.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
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: 1. Anthony Ford
2. John Rigby
3. Andrew Melbourne
4. Simon Daniels
5. Matthew Clancy
--- --------------------------------- --------------------------------------------------------------------------
2. Reason for the notification
--- -------------------------------------------------------------------------------------------------------------
a) Position/status: 1. Executive Deputy Chairman
2. Chief Executive Officer
3. Chief Financial Officer
4. Head of Sales
5. Head of Operations
--- --------------------------------- --------------------------------------------------------------------------
b) Initial notification/Amendment: Initial notification
--- --------------------------------- --------------------------------------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--- -------------------------------------------------------------------------------------------------------------
a) Name: K3 Capital Group plc
--- --------------------------------- --------------------------------------------------------------------------
b) LEI: 21380043EWYIWISOAN87
--- --------------------------------- --------------------------------------------------------------------------
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 Ordinary shares of 1 penny per
instrument, type of instrument: share
Identification code: GB00BF1HPD20
--- --------------------------------- --------------------------------------------------------------------------
b) Nature of the transaction: Sale of Ordinary Shares
--- --------------------------------- --------------------------------------------------------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
-------------------------- ----------
1. Anthony Ford 844,210
-------------------------- ----------
2. John Rigby 844,210
-------------------------- ----------
3. Andrew Melbourne 211,052
-------------------------- ----------
4. Simon Daniels 844,210
-------------------------- ----------
5. Matthew Clancy 422,105
-------------------------- ----------
All at 150 pence per share
--------------------------------------
--- --------------------------------- --------------------------------------------------------------------------
d) Aggregated information: Single transaction as in 4 c) above Price(s) Volume(s)
* Aggregated volume: -------------------------- ----------
1. Anthony Ford 844,210
-------------------------- ----------
* Price: 2. John Rigby 844,210
-------------------------- ----------
3. Andrew Melbourne 211,052
-------------------------- ----------
4. Simon Daniels 844,210
-------------------------- ----------
5. Matthew Clancy 422,105
-------------------------- ----------
--- --------------------------------- --------------------------------------------------------------------------
e) Date of the transaction: 28 September 2017
--- --------------------------------- --------------------------------------------------------------------------
f) Place of the transaction: AIM, London Stock Exchange (XLON)
--- --------------------------------- --------------------------------------------------------------------------
1. Details of the person discharging managerial responsibilities/person
closely associated
--- ----------------------------------------------------------------------------------------------
a) Name: Clare Mattioli, wife of Ian Mattioli
- Non-Executive Chairman
--- --------------------------------- -----------------------------------------------------------
2. Reason for the notification
--- ----------------------------------------------------------------------------------------------
a) Position/status: PCA
--- --------------------------------- -----------------------------------------------------------
b) Initial notification/Amendment: Initial notification
--- --------------------------------- -----------------------------------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
--- ----------------------------------------------------------------------------------------------
a) Name: K3 Capital Group plc
--- --------------------------------- -----------------------------------------------------------
b) LEI: 21380043EWYIWISOAN87
--- --------------------------------- -----------------------------------------------------------
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 Ordinary shares of 1 penny per
instrument, type of instrument: share
Identification code: GB00BF1HPD20
--- --------------------------------- -----------------------------------------------------------
b) Nature of the transaction: Purchase of Ordinary Shares
--- --------------------------------- -----------------------------------------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
----------- ----------
150 pence 40,000
----------- ----------
--- --------------------------------- -----------------------------------------------------------
d) Aggregated information: Single transaction as in 4 c) above Price(s) Volume(s)
* Aggregated volume: ----------- ----------
150 pence 40,000
----------- ----------
* Price:
--- --------------------------------- -----------------------------------------------------------
e) Date of the transaction: 28 September 2017
--- --------------------------------- -----------------------------------------------------------
f) Place of the transaction: AIM, London Stock Exchange (XLON)
--- --------------------------------- -----------------------------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCOKFDQOBKKNCB
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September 28, 2017 03:45 ET (07:45 GMT)
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