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| Date | 13 May 2022 |
| Time | 07:00:04 |
| Category | Director/PDMR dealings |
| ID | 3608L |
13 May 2022
TPXimpact Holdings PLC
("TPX", "TPXimpact", or the "Company")
Issue of Shares and PDMR dealings
TPXimpact Holdings PLC, the technology-enabled services company focused on digital transformation, announces that the Company has today issued 96,839 new ordinary shares of 1 pence each in respect of outstanding acquisition consideration totalling £192,280 ("Earnout Shares") and 7,001 new ordinary shares of 1 pence in respect of the Share Incentive Plan ("SIP").
The SIP Trustees (Cytec Trustees Limited) acquired a total of 7,001 shares (the "Partnership Shares") on 8 May 2022 at a price of £1.90 per Ordinary Share and total cost of £13,302. The Partnership Shares were acquired by purchase in the market and allocated to those Company employees participating in its Share Incentive Plan (SIP) scheme. As set out at the time of the announcement of TPXimpact's interim results on 30 November 2020, this SIP Plan is designed to reward and incentivise employees of the Company through tax-efficient salary sacrifice and a free matching award of Ordinary Shares on a one-for-one basis. Accordingly, on 8 May 2022, the SIP Trustees also allocated a total of 7,001 matching shares (the "Matching Shares") under the SIP. The Matching Shares are covered by the Company'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 Shares issued |
Partnership Shares acquired |
Matching Shares issued |
Total Shares post issue (including shares held by the SIP on behalf of the relevant PDMR) |
Percentage of issued share capital |
|
Neal Gandhi |
45,238 |
79 |
79 |
8,755,776 |
9.8% |
|
Oliver Rigby |
0 |
79 |
79 |
4,203,010 |
4.7% |
Remaining value of acquisition consideration to be issued
Following the issue, the Company has additional consideration to pay totalling £3,180,940. The maximum further shares to be issued as a result of this consideration is 3,939,547 which reduces to 1,570,835 assuming the share price remained constant at £2.025, being the closing mid-market price on 3 May 2022. Further details of the share issues are set out below:
|
Value £'000s |
Minimum share price |
Max shares to be issued '000s |
Shares to be issued calculated based on price of £2.025 |
|
577 |
74p |
780 |
285 |
|
1,587 |
82p |
1,936 |
784 |
|
119 |
82.5p |
144 |
59 |
|
898 |
83.125p |
1,080 |
443 |
|
3,181 |
|
3,940 |
1,571 |
|
Timing of payment of acquisition consideration |
Value £'000s |
|
Within the next 6 months |
2,117 |
|
Between 6-12 months |
532 |
|
After 12 months |
532 |
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 18 May 2022. The Matching Shares are covered by the Company's block listing as announced on 15 January 2021.
In April 2022, it was announced that 8,509 shares matching shares under the Company's block listing were allocated by the SIP Trustees on the 8 April 2022. TPX has been subsequently informed by Cytec Trustees Limited that of these 8,509 shares, only 495 shares were newly allocated, with 8,014 existing shares being re-allocated from employees no longer participating in the SIP and should therefore be removed from the calculation of TPXimpact's total voting rights.
Therefore, following this issue of Earnout Shares and Matching Shares (less the 8,014 shares mentioned above) the Company will have 89,551,716 Ordinary Shares in issue and no Ordinary Shares in treasury. Therefore, the total voting rights in TPXimpact will be 89,551,716. This 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 Company under the FCA's Disclosure Guidance and Transparency Rules.
Enquiries:
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About TPXimpact
TPXimpact exists to transform the organisations, services and systems that underpin society and that drive business success. It applies strategic and creative thinking, technology, innovative design and user-centred approaches to bring about numerous improvements which together multiply the impact of change. The Company works closely with its clients in agile, multidisciplinary teams that span organisational design, technology, and digital experiences. It shares a deep understanding of people and behaviours and a philosophy of putting people and communities at the heart of every transformation.
The business is being increasingly recognised as a leading alternative digital transformation provider to the UK public services sector, with c.75% of its client base representing the public sector and c.25% representing the commercial sector.
More information is available at www.tpximpact.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 /Amendment |
|
Initial notification |
|
3
|
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
|
a) |
Name |
|
TPXimpact 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 the financial instrument, type of instrument |
|
Ordinary Shares |
|
Identification code |
|
ISIN: GB00BGGK0V60 |
|
|
b) |
Nature of the transaction |
|
Receipt of vendor consideration shares and purchase and allocation of Partnership and Matching Shares, respectively, under TPXimpact Holdings PLC Share Incentive Plan
|
|
c) |
Price(s) and volume(s) |
|
Earnout Shares:
45,238 ordinary shares at 198.50p
Matching Shares:
79 ordinary shares at 190p
Partnership Shares:
79 ordinary shares at 190p |
|
d)
|
Aggregated information |
|
Earnout Shares: 45,238 shares £89,798
|
|
- Aggregated volume |
|
Matching Shares: 79 shares £150.10 |
|
|
- Price |
|
Partnership Shares: 79 shares £150.10 |
|
|
e) |
Date of the transaction |
|
13 May 2022 |
|
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 /Amendment |
|
Initial notification |
|
3
|
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
|
a) |
Name |
|
TPXimpact 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 the financial instrument, type of instrument |
|
Ordinary Shares |
|
Identification code |
|
ISIN: GB00BGGK0V60 |
|
|
b) |
Nature of the transaction |
|
Purchase and allocation of Partnership and Matching Shares, respectively, under TPXimpact Holdings PLC Share Incentive Plan
|
|
c) |
Price(s) and volume(s) |
|
Matching Shares:
79 ordinary shares at 190p
Partnership Shares:
79 ordinary shares at 190p
|
|
d)
|
Aggregated information |
|
Matching Shares: 79 shares £150.10 |
|
- Aggregated volume |
|
Partnership Shares: 79 shares £150.10 |
|
|
- Price |
|
|
|
|
e) |
Date of the transaction |
|
13 May 2022 |
|
f) |
Place of the transaction |
|
Matching Shares took place outside a trading venue
Partnership Shares acquired on AIM |