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On 19 December 2023, Gresham House plc announced that its acquisition by Seed Bidco Limited became effective. To satisfy vesting awards, the Company's Employee Benefit Trust subscribed for 1,382,747 new ordinary shares at £0.25 each, funded by a £345,686.75 gift from Gresham House. Additionally, awards under the Gresham House plc Bonus Share Matching Plan 2018 vested for six Persons Discharging Managerial Responsibilities (PDMRs), including CEO Anthony Dalwood, resulting in a total of 358,387 ordinary shares vesting at nil price.
| Date | 19 Dec 2023 |
| Time | 09:56:31 |
| Category | Miscellaneous |
| ID | 2996X |
19 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 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") is now Effective. Capitalised terms used by not otherwise defined in this announcement shall have the meanings given to them in the Scheme.
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 vesting of awards granted pursuant to the Gresham House plc Bonus Share Matching Plan 2018 which occurred automatically upon the Scheme becoming Effective, the Company's Employee Benefit Trust ("EBT") has subscribed for 1,382,747 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 £345,686.75. The Company gifted £345,686.75 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. The New Ordinary Shares will be admitted to trading on AIM today ("Admission").
Following Admission and in accordance with Rule 2.9 of the City Code on Takeovers and Mergers, the Company confirms that the Company's issued share capital will comprise 42,431,525 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.
The International Securities Identification Number for Gresham House's ordinary shares is GB0003887287.
Director/PDMR dealings
Upon the Scheme becoming effective, awards granted pursuant to the Gresham House plc Bonus Share Matching Plan 2018 to the following persons discharging managerial responsibilities vested automatically.
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 |
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|
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
|
Vesting of awards pursuant to the Gresham House plc Bonus Share Matching Plan 2018 |
||||
|
c) |
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information
- Aggregated volume
- Price
|
N/A |
||||
|
e) |
Date of the transaction
|
19 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
|
Vesting of awards pursuant to the Gresham House plc Bonus Share Matching Plan 2018 |
||||
|
c) |
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information
- Aggregated volume
- Price
|
N/A |
||||
|
e) |
Date of the transaction
|
19 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
|
Vesting of awards pursuant to the Gresham House plc Bonus Share Matching Plan 2018 |
||||
|
c) |
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information
- Aggregated volume
- Price
|
N/A |
||||
|
e) |
Date of the transaction
|
19 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
|
Vesting of awards pursuant to the Gresham House plc Bonus Share Matching Plan 2018 |
||||
|
c) |
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information
- Aggregated volume
- Price
|
N/A |
||||
|
e) |
Date of the transaction
|
19 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
|
Vesting of awards pursuant to the Gresham House plc Bonus Share Matching Plan 2018 |
||||
|
c) |
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information
- Aggregated volume
- Price
|
N/A |
||||
|
e) |
Date of the transaction
|
19 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
|
Ben Guest |
||||
|
2 |
Reason for the notification
|
|||||
|
a) |
Position/status
|
Managing Director and Head of the Gresham House New Energy division |
||||
|
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
|
Vesting of awards pursuant to the Gresham House plc Bonus Share Matching Plan 2018 |
||||
|
c) |
Price(s) and volume(s)
|
|
||||
|
d) |
Aggregated information
- Aggregated volume
- Price
|
N/A |
||||
|
e) |
Date of the transaction
|
19 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 |