TIDMTSTL
RNS Number : 8047U
Tristel PLC
16 July 2018
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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 OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
RESULT OF PLACING OF 2,462,000 ORDINARY SHARES IN TRISTEL
PLC.
Tristel plc
("Tristel" or the "Company")
Result of secondary placing of ordinary shares in Tristel
On 16 July 2018, Tristel announced that it had been advised by
Francisco Soler, Paul Swinney and Paul Barnes (the "Selling
Directors"), that they intended to sell approximately 2,400,000
ordinary shares of 1 pence each in the Company ("Ordinary Shares")
via an accelerated bookbuild placing to institutional investors
(the "Placing").
Tristel announces that the Selling Directors have sold 2,462,000
Ordinary Shares in the Company (the "Placing Shares"), representing
approximately 5.6 per cent. of the issued share capital of Tristel.
The Placing Shares were placed at a price of 285 pence per share
and were sold to institutional investors in a placing managed by
finnCap Ltd acting as sole bookrunner ("finnCap" or
"Bookrunner").
Following the above sale, Paul Swinney has no intention to sell
any of his remaining equity interest in the Company for the
foreseeable future.
Of the Placing Shares, 502,915 Ordinary Shares were satisfied by
the exercise of options by Paul Swinney, these shares have been
issued and allotted and application has been made for the new
Ordinary Shares to be admitted to trading on AIM and dealings are
expected to commence on 30 July 2018.
The Directors' resulting interest in the Company's issued share
capital:
Director Options Placing Holding % issued Remaining
Exercised Shares Post-Placing share Options
Sold capital held
Francisco
Soler - 1,750,000 6,673,834 15.27% -
Paul Swinney 502,915 502,915 468,129 1.07% 1,153,764
Paul Barnes - 209,085 366,095 0.84% 87,500
The new Ordinary Shares will rank pari passu with the existing
shares of the Company. Following the exercise of options, the
Company's issued share capital consists of 43,695,048 Ordinary
Shares. Accordingly, the figure of 43,695,048 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 Guidance and Transparency Rules.
The Company is not a party to the Placing and will not receive
any proceeds from the Placing.
Settlement of the Placing is expected to take place on 30 July
2018, subject to the satisfaction or waiver of certain customary
conditions.
For further information please contact:
Tristel plc Tel: 01638 721 500
Paul Swinney, Chief Executive
Officer
Liz Dixon, Finance Director
Walbrook PR Ltd Tel: 020 7933 8780 or tristel@walbrookpr.com
Paul McManus Mob: 07980 541 893
Lianne Cawthorne Mob: 07854 391 303
finnCap Tel: 020 7220 0500
Geoff Nash (Corporate Finance)
Giles Rolls (Corporate Finance)
Alice Lane (Corporate Broking)
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 ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE
2(1)(E) OF EU DIRECTIVE 2003/71/EC (AND ANY AMMENTS THERETO,
INCLUDING DIRECTIVE 2010/73/EU) AND ANY RELEVANT IMPLEMENTING
MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED
KINGDOM, QUALIFIED INVESTORS 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 of, or the solicitation of an offer to acquire or dispose
of securities in the United States, Canada, Australia, South Africa
or Japan or in any other jurisdiction in which such an offer or
solicitation is unlawful.
The securities referred to herein have not been, and will not
be, registered under the US Securities Act of 1933, as amended (the
"US Securities Act"), or under the applicable securities laws of
any state or other jurisdiction of the United States or of Canada,
Australia, South Africa or Japan or of any other jurisdiction. Such
securities may not be offered or sold in the United States unless
registered under the US Securities Act or offered in a transaction
exempt from, or not otherwise subject to, the registration
requirements of the US Securities Act and the securities laws of
any relevant state or other jurisdiction of the United States.
There will be no public offering of such securities in the United
States or in any other jurisdiction.
The securities referred to herein 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
Bookrunner or any of their respective affiliates. This announcement
does not purport to identify or suggest risks (direct or indirect)
which may be associated with an investment in the Company.
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),
Canada, Australia, South Africa or Japan. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession this document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
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 Sellers, the Bookrunner 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
Sellers and the Bookrunner to inform themselves about and to
observe any applicable restrictions.
The Bookrunner, which is authorised and regulated by the
Financial Conduct Authority (FCA) in the United Kingdom is acting
only for the Sellers in connection with the Placing. The Bookrunner
will not regard any other person as its client in relation to the
Placing and will not be responsible to anyone other than the
Sellers for providing the protections offered to their respective
clients nor for providing advice in relation to the Placing or any
matters referred to in this announcement.
The Bookrunner and any of its respective affiliates acting as an
investor for its own account may participate in the offering on a
proprietary basis and in that capacity may retain, purchase or sell
for their own account such Placing Shares. In addition it may enter
into financing arrangements and swaps with investors in connection
with which they may from time to time acquire, hold or dispose of
Placing Shares. The Bookrunner does not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.
Neither the Bookrunner, nor any of its respective directors,
unlimited partners, officers, employees, advisers or agents accepts
any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company or its
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection
therewith.
This document includes statements that are, or may be deemed to
be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future
events and assumptions relating to the Company's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
document will be realised. As a result, no undue reliance should be
placed on these forward-looking statements as a prediction of
actual results or otherwise.
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 Paul Barnes
------------------------------- ----------------------------------
2. Reason for the Notification
-------------------------------------------------------------------
a) Position/status Director
------------------------------- ----------------------------------
b) Initial notification/Amendment Initial notification
------------------------------- ----------------------------------
3. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-------------------------------------------------------------------
a) Name Tristel plc
------------------------------- ----------------------------------
b) LEI 2138009DZ4LH9CZGF662
------------------------------- ----------------------------------
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 Ordinary shares of
Financial instrument, 1p
type of instrument
Identification code GB00B07RVT99
------------------------------- ----------------------------------
b) Nature of the transaction Sale of Ordinary Shares
------------------------------- ----------------------------------
c) Price(s) and volume(s) Sale of Ordinary Shares
Price(s) Volume(s)
285p 209,085
----------
------------------------------- ----------------------------------
d) Aggregated information: n/a
* Aggregated volume
* Price
------------------------------- ----------------------------------
e) Date of the transaction 16 July 2018
------------------------------- ----------------------------------
f) Place of the transaction London Stock Exchange, AIM Market
(XLON)
------------------------------- ----------------------------------
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
5. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Paul Swinney
------------------------------- --------------------------------------------------
6. Reason for the Notification
-----------------------------------------------------------------------------------
a) Position/status Chief Executive Officer
------------------------------- --------------------------------------------------
b) Initial notification/Amendment Initial notification
------------------------------- --------------------------------------------------
7. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------
a) Name Tristel plc
------------------------------- --------------------------------------------------
b) LEI 2138009DZ4LH9CZGF662
------------------------------- --------------------------------------------------
8. 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 Ordinary shares of
Financial instrument, 1p
type of instrument
Identification code GB00B07RVT99
------------------------------- --------------------------------------------------
b) Nature of the transaction Exercise of Options
Sale of Ordinary Shares
------------------------------- --------------------------------------------------
c) Price(s) and volume(s) Exercise of Options Exercise Price(s) Volume(s)
53.75p 242,500
1p 260,415
----------
Sale of Ordinary Shares
Price(s) Volume(s)
285p 502,915
----------
------------------------------- --------------------------------------------------
d) Aggregated information: n/a
* Aggregated volume
* Price
------------------------------- --------------------------------------------------
e) Date of the transaction 16 July 2018
------------------------------- --------------------------------------------------
f) Place of the transaction London Stock Exchange, AIM Market
(XLON)
------------------------------- --------------------------------------------------
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
9. Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Francisco Soler, through Atlas World
Carriers, Windsor International Corp.
and The World Financial Trading Corp.
------------------------------- ---------------------------------------
10. Reason for the Notification
------------------------------------------------------------------------
a) Position/status Director
------------------------------- ---------------------------------------
b) Initial notification/Amendment Initial notification
------------------------------- ---------------------------------------
11. Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------
a) Name Tristel plc
------------------------------- ---------------------------------------
b) LEI 2138009DZ4LH9CZGF662
------------------------------- ---------------------------------------
12. 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 Ordinary shares of
Financial instrument, 1p
type of instrument
Identification code GB00B07RVT99
------------------------------- ---------------------------------------
b) Nature of the transaction Sale of Ordinary Shares
------------------------------- ---------------------------------------
c) Price(s) and volume(s) Sale of Ordinary Shares
Price(s) Volume(s)
285p 1,750,000
----------
------------------------------- ---------------------------------------
d) Aggregated information: n/a
* Aggregated volume
* Price
------------------------------- ---------------------------------------
e) Date of the transaction 16 July 2018
------------------------------- ---------------------------------------
f) Place of the transaction London Stock Exchange, AIM Market
(XLON)
------------------------------- ---------------------------------------
The information communicated in this announcement is inside
information for the purposes of Article 7 of Regulation
596/2014
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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