13 December 2023
Gresham House plc
("Gresham House" or the "Company")
Issue of Shares to Employee Benefit Trust and PDMR Dealings
Issue of shares to employee benefit trust
As announced earlier today, the scheme of arrangement set out within the circular published on 4 August 2023 to implement the acquisition of Gresham House by Seed Bidco Limited pursuant to Part 26 of the Companies Act 2006 ("Scheme") received the sanction of the Court this morning. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Scheme Document.
As announced on 8 December 2023, the Company has applied to AIM for a block listing of 4,157,529 new ordinary shares of £0.25 each in the Company.
In order to satisfy the exercise of options granted pursuant to certain Gresham House employee share plans which were exercised immediately following the sanction of the Scheme by the Court, the Company's Employee Benefit Trust ("EBT") has subscribed for 2,774,782 new ordinary shares in the Company ("New Ordinary Shares") at their par value of £0.25 each, at an aggregate cost to the EBT of £693,695.50. The Company gifted £693,695.50 to the EBT to fund its subscription for the New Ordinary Shares.
Accordingly, the Company has today allotted the New Ordinary Shares to the EBT and such shares rank pari passu in all respects with the existing ordinary shares of £0.25 each in the Company. It is anticipated that the New Ordinary Shares will be admitted to trading on AIM today ("Admission").
Following Admission, the Company's issued share capital will comprise 41,048,778 ordinary shares of £0.25 each, which figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules. The Company does not hold any shares in treasury.
Director/PDMR dealings
Immediately following the sanction of the Scheme by the Court, the following persons discharging managerial responsibilities exercised options to acquire ordinary shares of £0.25 each in the Company from the EBT pursuant to certain share awards granted to them under the Gresham House plc Performance Share Plan 2018, as amended on 23 December 2020:
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
| Anthony Dalwood | ||||
| 2 | Reason for the notification
| |||||
| a) | Position/status
| Chief Executive Officer | ||||
| b) | Initial notification/ Amendment
| Initial Notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a) | Name
| Gresham House plc | ||||
| b) | LEI
| N/A | ||||
| 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 instrument, type of instrument
Identification code
| Ordinary Shares of £0.25 in Gresham House plc.
ISIN: GB0003887287
| ||||
| b) | Nature of the transaction
| Exercise of options pursuant to the Gresham House plc Performance Share Plan 2018, as amended on 23 December 2020 | ||||
| c) | Price(s) and volume(s)
|
| ||||
| d) | Aggregated information
- Aggregated volume
- Price
|
N/A | ||||
| e) | Date of the transaction
| 13 December 2023 | ||||
| f) | Place of the transaction
| Outside trading venue | ||||
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
| Rupert Robinson | ||||
| 2 | Reason for the notification
| |||||
| a) | Position/status
| Managing Director, Gresham House Asset Management Limited | ||||
| b) | Initial notification/ Amendment
| Initial Notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a) | Name
| Gresham House plc | ||||
| b) | LEI
| N/A | ||||
| 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 instrument, type of instrument
Identification code
| Ordinary Shares of £0.25 in Gresham House plc.
ISIN: GB0003887287
| ||||
| b) | Nature of the transaction
| Exercise of options pursuant to the Gresham House plc Performance Share Plan 2018, as amended on 23 December 2020 | ||||
| c) | Price(s) and volume(s)
|
| ||||
| d) | Aggregated information
- Aggregated volume
- Price
|
N/A | ||||
| e) | Date of the transaction
| 13 December 2023 | ||||
| f) | Place of the transaction
| Outside trading venue | ||||
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
| Kevin Acton | ||||
| 2 | Reason for the notification
| |||||
| a) | Position/status
| Chief Financial Officer | ||||
| b) | Initial notification/ Amendment
| Initial Notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a) | Name
| Gresham House plc | ||||
| b) | LEI
| N/A | ||||
| 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 instrument, type of instrument
Identification code
| Ordinary Shares of £0.25 in Gresham House plc.
ISIN: GB0003887287
| ||||
| b) | Nature of the transaction
| Exercise of options pursuant to the Gresham House plc Performance Share Plan 2018, as amended on 23 December 2020 | ||||
| c) | Price(s) and volume(s)
|
| ||||
| d) | Aggregated information
- Aggregated volume
- Price
|
N/A | ||||
| e) | Date of the transaction
| 13 December 2023 | ||||
| f) | Place of the transaction
| Outside trading venue | ||||
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
| Samee Khan | ||||
| 2 | Reason for the notification
| |||||
| a) | Position/status
| Chief Legal Officer | ||||
| b) | Initial notification/ Amendment
| Initial Notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a) | Name
| Gresham House plc | ||||
| b) | LEI
| N/A | ||||
| 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 instrument, type of instrument
Identification code
| Ordinary Shares of £0.25 in Gresham House plc.
ISIN: GB0003887287
| ||||
| b) | Nature of the transaction
| Exercise of options pursuant to the Gresham House plc Performance Share Plan 2018, as amended on 23 December 2020 | ||||
| c) | Price(s) and volume(s)
|
| ||||
| d) | Aggregated information
- Aggregated volume
- Price
|
N/A | ||||
| e) | Date of the transaction
| 13 December 2023 | ||||
| f) | Place of the transaction
| Outside trading venue | ||||
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
| Andrew Hampshire | ||||
| 2 | Reason for the notification
| |||||
| a) | Position/status
| Chief Operating Officer and Chief Technology Officer | ||||
| b) | Initial notification/ Amendment
| Initial Notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
| a) | Name
| Gresham House plc | ||||
| b) | LEI
| N/A | ||||
| 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 instrument, type of instrument
Identification code
| Ordinary Shares of £0.25 in Gresham House plc.
ISIN: GB0003887287
| ||||
| b) | Nature of the transaction
| Exercise of options pursuant to the Gresham House plc Performance Share Plan 2018, as amended on 23 December 2020 | ||||
| c) | Price(s) and volume(s)
|
| ||||
| d) | Aggregated information
- Aggregated volume
- Price
|
N/A | ||||
| e) | Date of the transaction
| 13 December 2023 | ||||
| f) | Place of the transaction
| Outside trading venue | ||||
-Ends-
For more information contact:
| Gresham House plc
Kevin Acton, Chief Financial Officer
| +44 (0)20 3837 6270 |
| Houston - media and analysts Kay Larsen Alex Clelland Kelsey Traynor
| +44 (0)20 4529 0549 |
| Canaccord Genuity Limited - Nominated Adviser and Joint Broker
Bobbie Hilliam Harry Pardoe
| +44 (0)20 7523 8000
|
| Jefferies International Limited - Joint Broker and Financial Adviser
Paul Nicholls James Umbers
| +44 (0)20 7029 8000 |
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