TIDMTPX
RNS Number : 8513O
Panoply Holdings PLC (The)
11 February 2021
11 February 2021
The Panoply Holdings PLC
("The Panoply", or the "Group")
General Text Amendment
The following amendment has been made to the Issue of shares /
PDMR dealing and total voting rights
announcement released on 9 February 2021 at 7:00am under RNS
Number: 38440.
The figure 64 Partnership Shares and Matching Shares in section
4(c) of the PDMR tables for Neal Gandhi and Oliver Rigby has now
been changed to 84, as disclosed in the other sections of the
announcement. As a result the aggregated value of the Matching
Shares and Partnership Shares is GBP148.68. The Total Earnout
Shares in section 4(d) of the PDMR table referring to Oliver Rigby
have been changed from 63,508 to 1,601 as disclosed elsewhere on
the announcement. The transaction date in section 4(e) of the PDMR
table referring to Neal Gandhi has been amended from 8 February
2021 to 9 February 2021. The admission date expected for the shares
to start trading has been amended from 12 January 2021 to 12
February 2021.
Other than those changes, all other details of the RNS remain
the same and the full amended announcement is set out below.
The full text is shown below.
The Panoply Holdings PLC, the technology-enabled services group
focused on digital transformation, announces that the Group has
today issued 345,191 new ordinary shares of 1 pence each in respect
of outstanding acquisition consideration totalling GBP637,339
("Earnout Shares") and 4,906 new ordinary shares of 1 pence in
respect of the Share Incentive Plan ("SIP").
The SIP Trustees (Cytec Trustees Limited) acquired a total of
4,906 shares (the "Partnership Shares") on 8 February 2021 at a
price of GBP1.77 per Ordinary Share and total cost of GBP8,683.62.
The Partnership Shares were acquired by purchase in the market and
allocated to those Group employees participating in its Share
Incentive Plan (SIP) scheme . As set out at the time of the
announcement of The Panoply's interim results on 30 November 2020,
this SIP Plan is designed to reward and incentivise employees of
the Group through tax-efficient salary sacrifice and a free
matching award of Ordinary Shares on a one-for-one basis.
Accordingly, on 8 February 2021, the SIP Trustees also allocated a
total of 4,906 matching shares (the "Matching Shares") under the
SIP. The Matching Shares are covered by the Group's block listing
as announced on 15 January 2021.
Neal Gandhi and Oliver Rigby received Earnout Shares in respect
of the acquisitions, together with Partnership Shares and Matching
Shares under the SIP as follows:
Name Earnout Partnership Matching Total Shares post Percentage
Shares Shares acquired Shares issue (including shares of issued
issued issued held by the SIP on share capital
behalf of the relevant
PDMR)
Neal Gandhi 63,508 84 84 9,997,048 14.4%
-------- ----------------- --------- ------------------------- ---------------
Oliver Rigby 1,601 84 84 5,095,969 7.3%
-------- ----------------- --------- ------------------------- ---------------
Remaining value of acquisition consideration to be issued
Following the issue, the Company has additional consideration to
pay totalling GBP11,102,061. The maximum further shares to be
issued as a result of this consideration is 14,360,629, which
reduces to 6,728,522 assuming the share price remained constant at
165p, being the closing mid-market price on 3 February 2021.
Further details of the share issues are set out below:
Value Minimum share Max shares to Shares to be issued calculated
GBP'000s price be issued '000s based on 31 December 2020 closing
share price
6,576 74p 8,888 3,986
-------------- ----------------- -----------------------------------
1,306 82p 1,593 792
-------------- ----------------- -----------------------------------
838 82.5p 1,015 508
-------------- ----------------- -----------------------------------
2,382 83.125p 2,865 1,443
-------------- ----------------- -----------------------------------
11,102 14,361 6,729
-------------- ----------------- -----------------------------------
Timing of payment Value GBP'000s
of acquisition consideration
Within the next 6
months 4,578
--------------
Between 6-12 months 3,069
--------------
After 12 months 3,455
--------------
Admission to trading and total voting rights
An application has been made for the admission of the Earnout
Shares to trading on AIM which is expected to take place on or
around 12 February 2021. The Matching Shares are covered by the
Group's block listing as announced on 15 January 2021.
Following this issue of Earnout Shares and Matching Shares the
Company will have 69,573,128 Ordinary Shares in issue and no
Ordinary Shares in treasury. Therefore, the total voting rights in
The Panoply will be 69,573,128 . T his figure may be used by
shareholders as the denominator for the calculation by which they
may determine if they are required to notify their interest in, or
change to their interest in, the Group under the FCA's Disclosure
Guidance and Transparency Rules.
Enquiries:
The Panoply Holdings Via Alma PR
Neal Gandhi (CEO)
Oliver Rigby (CFO)
Stifel Nicolaus Europe Limited +44 (0)207 710 7600
(Nomad and Joint Broker)
Fred Walsh
Alex Price
Dowgate Capital Limited
(Joint Broker)
James Serjeant
David Poutney +44 (0)203 903 7715
Alma PR panoply@almapr.co.uk
(Financial PR) +44(0)203 405 0209
Susie Hudson
Josh Royston
Harriet Jackson
About The Panoply
The Panoply is a digitally native technology services company,
built to service clients' digital transformation needs. Founded in
2016, with the aim of identifying and acquiring best-of-breed
specialist information technology, design and innovation consulting
businesses across Europe, the Group collaborates with its clients
to deliver the technology outcomes they're looking for at the pace
that they expect and demand.
More information is available at www.thepanoply.com
1 Details of the person discharging managerial
responsibilities / person closely associated
a) Name Neal Gandhi
---------------------------- ------------------------------------------
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 The Panoply Holdings Plc
---------------------------- ------------------------------------------
b) LEI 2138004S9O18Q6F9MS74
---------------------------- ------------------------------------------
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 Ordinary Shares
the financial
instrument, type
of instrument
Identification ISIN: GB00BGGK0V60
code
b) Nature of the Receipt of vendor consideration
transaction shares and purchase and
allocation of Partnership
and Matching Shares, respectively,
under the The Panoply Holdings
PLC Share Incentive Plan
c) Price(s) and Earnout Shares:
volume(s) 55,499 ordinary shares
at 180.33 p
8,009 ordinary shares
at 186.52p
Matching Shares:
84 ordinary shares at
177.00p
Partnership Shares:
84 ordinary shares at
177.00p
------------------------------------
d) Aggregated information Earnout Shares:
63,508 shares
GBP115,019.73
- Aggregated volume Matching Shares:
GBP148.68
- Price
Partnership Shares:
GBP148.68
e) Date of the transaction 9February 2021
f) Place of the transaction Earnout Shares and Matching
Shares took place outside
a trading venue
Partnership Shares acquired
on AIM
---------------------------- ------------------------------------------
1 Details of the person discharging managerial
responsibilities / person closely associated
------------------------------------------------------------------------
a) Name Oliver Rigby
---------------------------- ------------------------------------------
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 The Panoply Holdings Plc
---------------------------- ------------------------------------------
b) LEI 2138004S9O18Q6F9MS74
---------------------------- ------------------------------------------
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 Ordinary Shares
the financial
instrument, type
of instrument
Identification ISIN: GB00BGGK0V60
code
b) Nature of the Receipt of vendor consideration
transaction shares and purchase and
allocation of Partnership
and Matching Shares, respectively,
under the The Panoply Holdings
PLC Share Incentive Plan
c) Price(s) and Earnout Shares:
volume(s) 1,601 ordinary shares
at 186.52p
Matching Shares:
84 ordinary shares at
177.00p
Partnership Shares:
84 ordinary shares at
177.00p
------------------------------------
d) Aggregated information Earnout Shares:
1,601 shares
GBP2,986.19
- Aggregated volume Matching Shares:
GBP148.68
- Price
Partnership Shares:
GBP148.68
e) Date of the transaction 9 February 2021
f) Place of the transaction Earnout Shares and Matching
Shares took place outside
a trading venue
Partnership Shares acquired
on AIM
---------------------------- ------------------------------------------
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END
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