PROACTIS Holdings PLC Issue of Equity and Total Voting Rights (2435O)
01 October 2019 - 4:00PM
UK Regulatory
TIDMPHD
RNS Number : 2435O
PROACTIS Holdings PLC
01 October 2019
Proactis Holdings PLC
Issue of Equity
and Total Voting Rights
PROACTIS Holdings PLC ("PROACTIS", the "Group" or the
"Company"), the global spend management solution provider,
announces that it has finalised the payment of the remaining
contingent consideration due to the vendor of Proactis Benelux B.V.
("BV" and "Seller"), as disclosed and detailed in the Company's
annual report for the year ended 31 July 2018.
BV was acquired on 24 October 2017 (the "Acquisition") and
agreements were signed in March 2019 to amend the amounts payable
as deferred consideration to the Seller from a maximum of EUR1.5m
to an amount of EUR250,000 payable in cash and a final one-off
amount of EUR400,000 payable in cash or shares (the "Revised
Agreement"), at the Company's sole discretion. Pursuant to the
Revised Agreement, provided the Seller remained an employee of the
Company at 31 July 2019, he would be entitled to this final one-off
payment of EUR400,000. The Company has elected to satisfy half of
this in cash and half in new shares.
The Company is therefore issuing 313,832 new ordinary shares of
10p each in the share capital of the Company ("Ordinary Shares") to
the Seller as final settlement of the share element of this
deferred consideration. The 313,832 new ordinary shares represent
0.33 per cent. of the current issued share capital of the Company.
The issue price of 56.4 pence was based on the average mid-market
closing price of the Company's share over the 20 business days
prior to the signing of the Revised Agreement on 18 March 2019. The
Seller has entered into a lock-in and orderly market agreement
which prevents him from selling the shares issued to him under the
Revised Agreement until after the first anniversary of admission of
these Ordinary Shares and governs the circumstances in which the
Ordinary Shares issued to him can be disposed of during the 12
months following the first anniversary of the admission.
Application has been made for the 313,832 new Ordinary Shares to
be admitted to trading on AIM ("Admission") and dealings are
expected to commence on 4 October 2019. The new Ordinary Shares
will rank pari passu with the Company's existing Ordinary
Shares.
The total number of Ordinary Shares in issue following Admission
will be 95,532,628. Accordingly, the figure of 95,532,628 may be
used by shareholders 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 Company under the
FCA's Disclosure and Transparency Rules.
For further information, please contact:
Proactis Holdings PLC
Tim Sykes, Chief Executive Officer 01937 545070 x1115 investorcontact@proactis.com
finnCap Ltd
Stuart Andrews/Carl Holmes/Matthew Radley -
Corporate Finance
Andrew Burdis/Richard Chambers - ECM 0207 220 0500
Alma PR
Rebecca Sanders-Hewett, Hilary Buchanan, Sam
Modlin 020 3405 0205
Proactis@almapr.co.uk
Notes to Editors:
Proactis creates, sells and maintains software and services
which enable organisations to streamline, control and monitor all
indirect expenditure. Its solutions are used in approximately 1,000
buying organisations around the world from the commercial, public
and not-for-profit sectors.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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