Last checked at 17 Aug 2017 13:24
Fiske plc
Completion of
the acquisition of Fieldings Investment Management Ltd
and
the Placing of 2,585,000 New Fiske Shares
Disclosure of significant shareholdings and dealings
On 27 July 2017 Fiske plc ("Fiske" or the "Company") announced the proposed acquisition of Fieldings Investment Management Ltd and the Placing of 2,585,000 New Fiske Shares both of which were conditional on the passing of certain resolutions at a general meeting of Fiske and the admission of the New Fiske Shares to AIM ("Admission"). Both of these conditions have been satisfied and the Acquisition and Placing have now completed.
Following Admission of the New Fiske Shares this morning, the issued share capital of the Company now comprises 11,560,205 Fiske Shares with one voting right per share. The Company does not hold any shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company is 11,560,205. The above 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 to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
James Harrison and Martin Perrin, who are directors of Fiske have notified the Company dealings in Fiske Shares in respect of their participation in the Placing, details of which are set out in Appendix 1 to this announcement.
Appendix 2 contains disclosure forms relating to the following directors who have notified Fiske that they controlled over 3% of Fiske's Total Voting Rights and that their percentage interest has changed as a result of the issue of new shares and, in James Harrison's case, participation in the Placing.
Shareholder revised percentage of Total Voting Rights
Clive Harrison 20.20%
James Harrison 19.73%
AR Fiske-Harrison Below 3%
For further information please contact:
Fiske plc:
James Harrison, Chief Executive (Tel: 020 7448 4700)
David Floyd, Corporate Finance
Grant Thornton UK LLP (Nominated Adviser)
Salmaan Khawaja / Harrison Clarke, (Tel: 020 7383 5100)
Appendix 1
Disclosure of Directors' dealings
The Company was advised on 17 August 2017 that, on 17 August 2017, two directors: James Harrison and Martin Perrin purchased new ordinary shares in the Placing pursuant to placing commitments entered into on 27 July 2017 which were announced on that day..
PDMR Dealing
The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail:
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
(Purchase of Shares)
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Martin Henry Withers Perrin
| ||||
2 | Reason for the notification | |||||
a) | Position/status | Director | ||||
b) | Initial notification/ Amendment | Initial notification
| ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Fiske plc | ||||
b) | LEI | 213800Z5PKJOV7GWXE43
| ||||
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
ISIN: GB0003353157 | ||||
b) | Nature of the transactions | Purchase of new ordinary shares in the Placing | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
20,000 50 pence | ||||
e) | Date of the transaction | 17 August 2017 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
(Purchase of Shares)
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | James Philip Quibell Harrison
| ||||
2 | Reason for the notification | |||||
a) | Position/status | CEO | ||||
b) | Initial notification/ Amendment | Initial notification
| ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Fiske plc | ||||
b) | LEI | 213800Z5PKJOV7GWXE43
| ||||
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
ISIN: GB0003353157 | ||||
b) | Nature of the transactions | Purchase of new ordinary shares in the Placing | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price |
140,000 50 pence | ||||
e) | Date of the transaction | 17 August 2017 | ||||
f) | Place of the transaction | London Stock Exchange, AIM
| ||||
Appendix 2
Disclosure forms re major holdings notified by directors
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: | Fiske 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 | ||||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights - issue of new shares | X | |||||
Other (please specify)iii: | ||||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Clive Fiske Harrison | |||||
City and country of registered office (if applicable) | ||||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reachedvi: | 17 August 2017 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 17 August 2017 | |||||
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 | 18.31% | 18.31% | 11,560,205 | |||
Position of previous notification (if applicable) | 25.02% | 25.02% | ||||
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) | ||||||
GB0003353157 | 2,116,828 | 18.31% |
| ||||||
SUBTOTAL 8. A | 2,116,828 | 18.31% | |||||||
| |||||||||
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 | n/a | ||||||||
| |||||||||
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 | n/a | ||||||||
| |||||||||
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 | ||||
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 | |
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | n/a | |||
The number and % of voting rights held | n/a | |||
The date until which the voting rights will be held | n/a | |||
11. Additional informationxvi | ||||
This disclosure arose from the issue of new shares by Fiske plc which reduced the percentage shareholdings of those who did not participate in the issue through a whole percentage point.
In addition to the shareholding disclosed above CF Harrison's wife, Mrs Barbara Gail Harrison, holds 218,000 shares. | ||||
Place of completion | London, UK |
Date of completion | 17 August 2017 |
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: | Fiske 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 - issue of new shares | X | |||||
Other (please specify)iii: | ||||||
3. Details of person subject to the notification obligationiv | ||||||
Name | James Philip Quibell Harrison | |||||
City and country of registered office (if applicable) | ||||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reachedvi: | 17 August 2017 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 17 August 2017 | |||||
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 | 19.7% | 19.7% | 11,560,205 | |||
Position of previous notification (if applicable) | 25.2% | 25.2% | ||||
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) | ||||||
GB0003353157 | 140,000 | 2,133,802 | 1.21% | 18.46% | |||||
SUBTOTAL 8. A | 2,273,802 | 19.67% | |||||||
| |||||||||
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 | ||||
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 | |
James Philip Quibell Harrison | 19.67% | 0 | 19.67% | |
LongSand Limited | 18.46% | 0 | 18.46% | |
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | n/a | |||
The number and % of voting rights held | n/a | |||
The date until which the voting rights will be held | n/a | |||
11. Additional informationxvi | ||||
This disclosure arose both from the issue of new shares by Fiske plc which changed the percentage shareholdings and from the participation of J Harrison in the placing of such new shares.
Mrs Anna Mary Harrison, the wife of James Harrison, holds a further 7,000 shares. | ||||
Place of completion | London, UK |
Date of completion | 17 August 2017 |
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: | Fiske 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 | ||||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights - issue of new shares | X | |||||
Other (please specify)iii: | ||||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Alexander Rupert Fiske - Harrison | |||||
City and country of registered office (if applicable) | ||||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reachedvi: | 17 August 2017 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 17 August 2017 | |||||
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 | Below 3% | Below 3% | 11,560,205 | |||
Position of previous notification (if applicable) | 3.73% | 3.73% | ||||
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) | ||||||
GB0003353157 | 315,842 | Below 3% | |||||||
SUBTOTAL 8. A | Below 3% | ||||||||
| |||||||||
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 | |
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | n/a | |||
The number and % of voting rights held | n/a | |||
The date until which the voting rights will be held | n/a | |||
11. Additional informationxvi | ||||
This disclosure arose from the issue of new shares by Fiske plc which reduced the percentage sharehold-ings of those who did not participate in the issue through a whole percentage point. | ||||
Place of completion | London, UK |
Date of completion | 17 August 2017 |