20 Jul 2018 15:22
20 July 2018
Footasylum plc
("Footasylum" or the "Company")
Notification of interests regarding the John Wardle 2016 Settlement
The Company was notified on 18 July 2018 that John Wardle, the former Executive Chairman of the Company, retired as a Trustee of the John Wardle 2016 Settlement (the "Settlement") with effect from 10 July 2018.
As a result, John Wardle is no longer interested in the 36,148,866 ordinary shares in the Company ("Ordinary Shares"), representing 34.6 per cent of the issued Ordinary Shares (the "Settlement Shares"), held by the trustees of the Settlement in their capacity as such. John Riches remains as a Trustee of the Settlement and retains an interest in all of the Settlement Shares.
As previously disclosed (including in the Company's Admission Document), the Settlement Shares are divided into three separate sub funds, the beneficiaries of each of which are as follows and include Clare Nesbitt, CEO of the Company:
Beneficiary / Settlement sub fund designation | Number of Settlement Shares | % of issued Ordinary Shares | ||
Thomas Makin / JW2016TM Fund | 12,259,176 | 11.7% | ||
Amy Mason / JW2016AM Fund | 10,169,690 | 9.7% | ||
Clare Nesbitt / JW2016CM Fund | 13,720,000 | 13.1% | ||
Total | 36,148,866 | 34.6% |
Further to the retirement of John Wardle as a Trustee of the Settlement, legal title to the Settlement Shares in each of the sub funds of the Settlement has been transferred to the beneficiary of each sub fund and John Riches, as co-trustees, all with effect from 20 July 2018. There has been no change to the beneficial interests of any of the Settlement Shares.
As a result of the above transfers, the interests of Thomas Makin, Amy Mason and Clare Nesbitt in Ordinary Shares are as follows:
Shareholder | Number of Ordinary Shares | % of issued Ordinary Shares | ||
Thomas Makin | ||||
- as co-trustee of the JW2016TM Fund | 12,259,176 | 11.7% | ||
- in his own name | 7,800,000 | 7.5% | ||
20,059,176 | 19.2% | |||
Amy Mason | ||||
- as co-trustee of the JW2016AM Fund | 10,169,690 | 9.7% | ||
- in her own name | 7,800,000 | 7.5% | ||
17,969,690 | 17.2% | |||
Clare Nesbitt | ||||
- as co-trustee of the JW2016CM Fund | 13,720,000 | 13.1% | ||
- in her own name | 7,800,000 | 7.5% | ||
21,520,000 | 20.6% | |||
Including the 6,270,000 Ordinary Shares (representing six per cent of the issued Ordinary Shares) held by David Makin (the father of Thomas Makin, Amy Mason and Clare Nesbitt), the aggregated interests of members of the Makin Family remains unchanged at 65,818,866 Ordinary Shares, representing 63.0 per cent. of the issued Ordinary Shares.
Each of Thomas Makin, Amy Mason and Clare Nesbitt have undertaken (in respect of those Settlement Shares for which each is now co-trustee) to continue to be bound by the obligations given in the placing agreement, dated 27 October 2017, entered into in connection with the admission to trading on AIM of the Ordinary Shares. Further details of such obligations are contained within the Company's Admission Document at http://investors.footasylum.com/
Notification and public disclosure of transactions by PDMRs pursuant to the EU Market Abuse Regulations are included below.
Contacts:
Footasylum plc Nancy Kelsall (Company Secretary)
| Tel: +44 (0) 1706 746 777 |
GCA Altium Limited (Financial Adviser & Nominated Adviser) Phil Adams Sam Fuller Tim Richardson
| Tel: +44 (0) 20 7484 4040 |
Liberum Capital Limited (Broker) John Fishley Jill Li
| Tel: +44 (0) 20 3100 2222 |
Powerscourt (Financial Public Relations) Rob Greening Lisa Kavanagh Isabelle Saber
| Tel: +44 (0) 207 250 1446 |
Customer website: https://www.footasylum.com/
Investor website: http://investors.footasylum.com/
The Company publicly discloses the following notifications pursuant to the EU Market Abuse Regulations:
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Clare Nesbitt | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Chief Executive Officer / Director and PDMR | ||||
b)
| Initial notification /Amendment
| Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Footasylum plc | ||||
b) | LEI | 2138001JV9DY7H8RWE60
| ||||
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
GB00BYPHD607
| ||||
b)
| Nature of the transaction
| Transfer of legal title as co-trustee of the 13,720,000 Ordinary Shares held in sub fund JW2016CM of the John Wardle 2016 Settlement of which Clare Nesbitt is already the beneficiary
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
| ||||
e)
| Date of the transaction
| 20 July 2018 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Thomas Makin | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Marketing and eCommerce Director / PDMR | ||||
b)
| Initial notification /Amendment
| Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Footasylum plc | ||||
b) | LEI | 2138001JV9DY7H8RWE60
| ||||
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
GB00BYPHD607
| ||||
b)
| Nature of the transaction
| Transfer of legal title as co-trustee of the 12,259,176 Ordinary Shares held in sub fund JW2016TM of the John Wardle 2016 Settlement of which Thomas Makin is already the beneficiary
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
| ||||
e)
| Date of the transaction
| 20 July 2018 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
Notes to Editors:
Footasylum is a UK-based fashion retailer focusing on the branded footwear and apparel markets. The Company retails "on-trend" product ranges which are predominantly aimed at 16 to 24 year old fashion-conscious customers and are sourced from an extensive stable of third party and own brands. These include well-known sports and casual footwear and apparel brands, as well as up-and-coming brands and own label products.
Examples of third party brands include: adidas; Nike; The North Face; Gym King; Converse; New Balance; EA7; Vans; Nicce London; Siksilk; Under Armour; and Calvin Klein. Examples of Footasylum's own brands include Kings Will Dream and Alessandro Zavetti.
The Company operates a multi-channel model which combines a 65-strong store estate - in a variety of high street, mall and retail park locations in cities and towns throughout Great Britain - with a fast-growing eCommerce platform and a recently launched wholesale arm for distributing its own brand ranges via a network of partners.
Footasylum was founded in 2005 and the Company's ordinary shares were admitted to trading on AIM in November 2017.