THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018.
3 April 2024
RTC Group plc
("RTC" or the "Group")
Option Exercise, Director's Dealing, Share Buyback and Cancellation
RTC Group Plc (AIM: RTC.L) announces that Sarah Dye, Group Finance Director has exercised options over 70,000 ordinary shares in the Company pursuant to the Company's Enterprise Management Incentive plan (the "Option Exercise").
Admission
Accordingly, the Company has issued 70,000 Ordinary Shares (the "New Shares"). Application has been made to admit the New Shares to trading on AIM ("Admission"). Admission is expected to become effective on 9 April 2024 and the New Shares will rank pari passu in all respects with the Company's existing Ordinary Shares in issues.
Share Buyback and Cancellation
Immediately following Admission, the Company will utilise the authority granted by shareholders at the Company's Annual General Meeting on 31 May 2023 to purchase the 70,000 New Shares and 50,000 existing shares held by an employee, and cancel them (the "Share Buyback and Cancellation"). RTC will pay a cash consideration of 95p per share, being the closing price on 2 April 2024, the last business day prior to this announcement.
The Share Buyback will be funded from the Company's cash resources and bank facilities.
Related Party Transaction
The participation of Sarah Dye in the Share Buyback and Cancellation is a related party transaction for the purposes of the AIM Rules.
The Independent Director, being Andy Pendlebury (CEO and Chairman), believes that the share buyback provides a cost-effective way of providing remuneration due to the Group Finance Director.
The Independent Director therefore considers, having consulted with Spark Advisory Partners, the Company's nominated adviser, that the terms of the Share Buyback and Cancellation are fair and reasonable in so far as Shareholders are concerned.
Total Voting Rights
Following the Option Exercise, Share Buyback and Cancellation, the Company's total shares in issue and total voting rights will reduce by the 50,000 Existing Shares being cancelled. The total issued share capital of the Company will therefore consist of 14,600,295 ordinary shares. As each ordinary share carries the right to one vote, the total number of voting rights in the Company will be 14,600,295. This number 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.
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Enquiries:
| RTC Group plc Andy Pendlebury, Chairman and CEO Sarah Dye, Group Finance Director |
Tel: 01332 861 844
|
| SPARK Advisory Partners Limited (Nominated Adviser) Matt Davis / Mark Brady | Tel: 0203 368 3550 |
| SI Capital Limited (Broker) Nick Emerson Sam Lomanto www.sicapital.co.uk
| Tel: 01483 413500 |
| Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | ||||||||
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
| a. | Name | Sarah Dye | ||||||
| 2 | Reason for notification | Exercise of options and immediate sale of resulting shares to the Company | ||||||
| a. | Position/Status | CFO | ||||||
| b. | Initial notification/ Amendment | Initial | ||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a. | Name | RTC Group Plc | ||||||
| b. | LEI | 213800BP6SL5YRSDJY59 | ||||||
| 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 1p each
ISIN: GB0002920121 | ||||||
| b. | Nature of the transaction | Exercise of options | ||||||
| c. | Price(s) and volume(s) |
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| Transaction | Price(s) | Volume(s) |
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| Exercise of Options | 38p | 70,000 |
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| Sale | 95p | 70,000 |
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| d. | Aggregated information - Aggregated Volume - Price | See above | ||||||
| e. | Date of the transaction | 3 April 2024 | ||||||
| f. | Place of the transaction | (AIM) | ||||||
About RTC
RTC Group Plc is an AIM listed recruitment business that focuses on white and blue-collar recruitment, providing temporary and permanent labour to a broad range of industries and customers in both domestic and international markets through its geographically defined operating divisions.
UK division
Through its Ganymede and ATA Recruitment brands the Group provides a wide range of recruitment services in the UK.
Ganymede specialise in recruiting the best technical and engineering talent and providing complete workforce solutions to help build and maintain infrastructure and transportation for a wide range of UK and international clients. Ganymede is a market leader in providing a diverse range of people solutions to the rail, energy, construction, highways and transportation sectors. With offices strategically located across the country, Ganymede provides its clients with the benefit of a national network of skilled personnel combined with local expertise.
ATA Recruitment provide high-quality technical recruitment solutions to the manufacturing, engineering and technology sectors. Working as an engineering recruitment partner supporting businesses across the UK and Europe, ATA Recruitment has a strong track record of attracting and recruiting the best engineering talent for our clients. ATA's regional offices which are strategically located in Leicester and Leeds each have dedicated market-experts to ensure ATA delivers excellence to both our clients and candidates.
International division
Through its GSS brand the Group works with customers across the globe that are focused on delivering projects in a variety of engineering sectors. GSS has a track record of delivery in some of the world's most hostile locations. Working closely with its customers GSS provides contract and permanent staffing solutions on an international basis, providing key personnel into new projects and supporting ongoing large-scale project staffing needs. GSS typically recruit across a range of disciplines and skills from operators and supervisors, through to senior management level.
The Group headquarters are located at the Derby Conference Centre which also provides office accommodation for its operating divisions in addition to generating rental and conferencing income from space not utilised by the Group.
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