Last checked at 12 Nov 2020 07:00
This announcement contains inside information within the meaning of the EU Market Abuse Regulation 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR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. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
12 November 2020
RESULT OF SALE OF PART OF HOLDING IN FIRST DERIVATIVES PLC ("FD" OR THE "COMPANY")
Further to the announcement on 11 November 2020 regarding a proposed secondary placing in FD, Juliana Conlon announces that she has sold in aggregate 2,320,280 shares in the Company at a price of 2,700 pence per share (the "Placing").
The Placing was conducted via an accelerated bookbuild through Goodbody Stockbrokers UC ("Goodbody"). Ms. Conlon entered into a block trade agreement with Goodbody as the sole bookrunner in relation to the Placing. Ms. Conlon has agreed with Goodbody not to sell her remaining shares in the Company for a period of 180 days (subject to certain customary exceptions).
The Placing is expected to settle on a T+2 basis, on Monday, 16 November 2020. The Company is not party to the Placing and will not receive any proceeds from the Placing.
Following completion of the Placing, Ms. Conlon will hold 4,050,823 shares in the Company, representing approximately 14.7 per cent. of the voting rights of the Company.
Enquiries
For further information please contact:
Goodbody David Kearney Don Harrington Linda Clarke
| +353 (0)1 667 0420 |
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | First Derivatives plc | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | ||||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify)iii: | ||||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Juliana Conlon | |||||
City and country of registered office (if applicable) | ||||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | Juliana Conlon | |||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reachedvi: | 12 November 2020 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 12 November 2020 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | |||
Resulting situation on the date on which threshold was crossed or reached | 14.67 | 14.67 | 27,613,507 | |||
Position of previous notification (if applicable) | 24.25 | 24.25 | ||||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
GB0031477770 | 4,050,823 | 14.67 | |||||||
SUBTOTAL 8. A | 4,050,823 | 14.67 | |||||||
| |||||||||
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
SUBTOTAL 8. B 1 | |||||||||
| |||||||||
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
SUBTOTAL 8.B.2 | |||||||||
| |||||||||
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | X | |||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | ||||
Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
Juliana Conlon | 14.67 | Nil | 14.67 | |
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | ||||
The number and % of voting rights held | ||||
The date until which the voting rights will be held | ||||
11. Additional informationxvi | ||||
Place of completion | London |
Date of completion | 12 November 2020 |
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY
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 WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS") AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND (C) OTHERWISE, TO PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT (EACH A "RELEVANT PERSON"). 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 or an invitation to acquire or dispose of securities in the United States, Canada, Australia, Japan or the Republic of South Africa or in any other jurisdiction in which such an offer or solicitation is unlawful.
The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not 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 the Placing Shares in the United States or elsewhere. Subject to certain exceptions, the Placing Shares are being offered and sold outside of the United States in "offshore transactions" within the meaning of, and in reliance on, the safe harbour from the registration requirements under the Securities Act provided by Regulation S promulgated thereunder.
The Placing Shares 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 Ms. Conlon, Goodbody or any of its respective partners, directors, officers, employees, advisers, agents, consultants or affiliates ("Affiliates"). Save for any responsibilities or liabilities, if any, imposed on Goodbody by any regulatory regime, no responsibility or liability is accepted by Goodbody or any of its respective Affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement or from any acts or omissions of Ms. Conlon in relation to the Placing.
Neither this announcement nor any copy of it may be taken, released, published, 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, the Republic of South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, South African or Japanese securities laws.
The offer or sale of the Placing Shares may be restricted by law in certain jurisdictions. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any shares or other securities of FD in, into or from the United States, Australia, Canada, Japan, the Republic of South Africa or any jurisdiction in which any such offer or solicitation would be unlawful.
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 Ms. Conlon, Goodbody or any of its 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 Ms. Conlon and Goodbody to inform themselves about and to observe any applicable restrictions.
No reliance may be placed, for any purposes whatsoever, on the information contained in this announcement or on its completeness and this announcement should not be considered a recommendation by Goodbody or any of its Affiliates in relation to any purchase of, or subscription for, securities of FD.
No representation or warranty, express or implied, is given by or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Goodbody or by any of its Affiliates as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers. To the extent permitted at law, all liability is expressly disclaimed.
Goodbody is acting exclusively for Ms. Conlon in connection with the Placing and no-one else. Goodbody will not regard any other person as its clients to in this announcement and will not be responsible to anyone other than Ms. Conlon for providing the protections afforded to its clients, nor will they be responsible for providing advice in relation to the contents of or any transaction, arrangement or other matter referred to herein.
Goodbody and any of its Affiliates, acting as an investor for their own account, may participate in the Placing on a proprietary basis and in that capacity, may retain, purchase, sell or otherwise deal for their own accounts such securities referred to herein. In addition, they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of shares. Goodbody 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.
Goodbody Stockbrokers UC, trading as Goodbody, is regulated by the Central Bank of Ireland. In the United Kingdom, Goodbody is authorised and subject to limited regulation by the Financial Conduct Authority.