23 Mar 2017 10:49
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Ideagen plc
("Ideagen" or the "Company")
Directors' Dealings
Long Term Incentive Plan Awards
Total Voting Rights
Ideagen, a leading supplier of Information Management Software to highly regulated industries, is pleased to confirm that further to the announcement made earlier today that (in each case at a price of 75 pence per Ordinary Share and conditionally upon Admission becoming effective):
· certain Directors and employees of the Company have exercised, in aggregate, 2,205,000 options over ordinary shares of 1p each in the capital of the Company (the "Ordinary Shares") and a total of 1,160,000 of these Ordinary Shares have been sold to satisfy the tax liabilities arising from the exercise of such options; and
· David Hornsby, Chief Executive Officer of the Company has sold 801,500 Ordinary Shares.
Details of the Directors' participation in the above dealings (following Admission becoming effective) are set out below.
Name | Position | Number of Options exercised | Ordinary Shares sold | Resultant shareholding | Percentage of total voting rights* (%) |
David Hornsby | Chief Executive Officer | n/a | 801,500 | 8,644,533 | 4.36% |
Graeme Spenceley | Chief Financial Officer | 705,000 | 395,000 | 622,720 | 0.31% |
Ben Dorks | Chief Operating Officer | 500,000 | 255,000 | 1,495,000 | 0.75% |
Barnaby Kent | Chief Customer Officer | 500,000 | 255,000 | 2,017,660 | 1.02% |
* based on the Enlarged Issued Share Capital following the Placing and the Option Exercise of 198,117,442 Ordinary Shares
2017 LTIP Awards
On 23 July 2015, the Company made awards to certain directors and senior management of share options pursuant to the terms of the 2015 Long Term Incentive Plan, with a view to rewarding value already added by these individuals to the business, and incentivising them for future performance.
These share options were issued with the principal aim, which has now been achieved, of becoming fully exercisable on the Company achieving a doubling of the share price from the 34p placing price in the fund raising announced on 18 December 2014.
The principles underpinning the 2017 LTIP are very much the same as the 2015 LTIP insofar that the awards will be subject to the following challenging performance criteria: one half become eligible to vest on the Company's share price reaching 98 pence over 30 consecutive business days with the remainder becoming eligible to vest on the Company's share price reaching 136 pence (being double the target price of the 2015 LTIP) over 30 consecutive business days.
Options issued pursuant to the 2017 LTIP will not vest until the third anniversary of the grant date. Thereafter, any Ordinary Shares issued in respect of the exercise of any of these options cannot be sold until the fourth anniversary of the grant date, and are subject to continued service throughout as well as the aforementioned achievement of specific performance targets relating to the Company's share price. These options each have an exercise price of 1 pence per Ordinary Share.
Awards have been made to the following directors of the Company pursuant to the 2017 LTIP (the "Awards"):
Name | Position | 2017 LTIP Options awarded |
Graeme Spenceley | Chief Financial Officer | 1,200,000 |
Ben Dorks | Chief Operating Officer | 1,200,000 |
Barnaby Kent | Chief Customer Officer | 1,200,000 |
Following the Option Exercise and the Awards, there are now 13,317,333 options over Ordinary Shares in issue representing 6.7% of the Enlarged Issued Share Capital.
Application for Admission and Total Voting Rights
As previously set out, application has been made to the London Stock Exchange for the 2,205,000 New Ordinary Shares issued pursuant to the exercise of share options as set out above to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective and trading will commence at 8.00 a.m. on 27 March 2017.
In accordance with the UK Financial Conduct Authority's Disclosure and Transparency Rule 5.6.1, immediately following Admission the issued share capital of the Company will be 198,117,442 ordinary shares of 1 pence each. The total number of voting rights in the Company will therefore be 198,117,442 which may be used by shareholders 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 Company under the FCA's Disclosure and Transparency Rules.
Capitalised terms not otherwise defined in this announcement shall have the same meaning ascribed to such terms in the announcement released today at 7.00 a.m. unless the context requires otherwise.
Enquiries: | ||
Ideagen plc | Tel: 01629 699100 | |
David Hornsby, Chief Executive | ||
Graeme Spenceley, Finance Director | ||
finnCap (Nominated Adviser and Broker) | Tel: 020 7220 0500 | |
Stuart Andrews / Henrik Persson / James Thompson (Corporate Finance) | ||
Stephen Norcross (Corporate Broking) |
About Ideagen
Ideagen is a UK company quoted on the London Stock Exchange AIM market (Ticker: IDEA.L).
Ideagen is a supplier of Information Management software with operations in the UK, the United States and the Middle East. The Company specialises in GRC (Governance, Risk and Compliance) and Content and Clinical solutions with a primary focus on organisations operating within highly regulated industries. With an excellent portfolio of software products, Ideagen is able to provide complete information lifecycle solutions that enable organisations to reduce risk, meet their regulatory and compliance standards, helping them to reduce costs and improve efficiency.
The Group has a customer base of over 3,000 organisations using the Ideagen suite of products, including many blue chip names such as BAE Systems, Emirates, Shell and the European Central Bank as well as 150 hospitals in the UK and US.
For further information please visit www.ideagen.com
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 | David Hornsby | ||||
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 | Ideagen 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 | Ordinary Shares of 1p each | ||||
Identification code | GB00B0CM0C50 | |||||
b) | Nature of the transaction | Disposal of Ordinary Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price |
801,500 ordinary shares of 1p each sold at 75 pence per ordinary share | ||||
e) | Date of the transaction | 23 March 2017 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Graeme Spenceley | ||||
2. | Reason for the Notification | |||||
a) | Position/status | CFO | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Ideagen 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 | Exercise of options over ordinary shares of 1p each under the 2015 Long Term Incentive Plan and other unapproved option scheme | ||||
Identification code | GB00B0CM0C50 | |||||
b) | Nature of the transaction | Exercise of options | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price |
500,000 options over ordinary shares exercised pursuant to the 2015 Long Term Incentive Plan 205,000 options over ordinary shares exercised pursuant to other unapproved option scheme
| ||||
e) | Date of the transaction | 23 March 2017 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Graeme Spenceley | ||||
2. | Reason for the Notification | |||||
a) | Position/status | CFO | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Ideagen 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 | Ordinary Shares of 1p each | ||||
Identification code | GB00B0CM0C50 | |||||
b) | Nature of the transaction | Disposal of Ordinary Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price |
395,000 ordinary shares of 1 pence each sold at 75 pence per ordinary share | ||||
e) | Date of the transaction | 23 March 2017 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Graeme Spenceley | ||||
2. | Reason for the Notification | |||||
a) | Position/status | CFO | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Ideagen 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 | Award of options over ordinary shares of 1p each under the 2017 Long Term Incentive Plan | ||||
Identification code | GB00B0CM0C50 | |||||
b) | Nature of the transaction | Award of options | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price |
1,200,000 options over ordinary shares awarded | ||||
e) | Date of the transaction | 23 March 2017 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Ben Dorks | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Chief Customer Officer | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Ideagen 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 | Award of options over ordinary shares of 1p each under the 2017 Long Term Incentive Plan | ||||
Identification code | GB00B0CM0C50 | |||||
b) | Nature of the transaction | Award of options | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price |
1,200,000 options over ordinary shares awarded
| ||||
e) | Date of the transaction | 23 March 2017 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Barnaby Kent | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Chief Operating Officer | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Ideagen 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 | Award of options over ordinary shares of 1p each under the 2017 Long Term Incentive Plan | ||||
Identification code | GB00B0CM0C50 | |||||
b) | Nature of the transaction | Award of options | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price |
1,200,000 options over ordinary shares awarded | ||||
e) | Date of the transaction | 23 March 2017 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Barnaby Kent | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Chief Operating Officer | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Ideagen 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 | Ordinary Shares of 1p each | ||||
Identification code | GB00B0CM0C50 | |||||
b) | Nature of the transaction | Disposal of Ordinary Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price |
255,000 ordinary shares of 1 pence each sold at 75 pence per ordinary share | ||||
e) | Date of the transaction | 23 March 2017 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Barnaby Kent | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Chief Operating Officer | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Ideagen 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 | Exercise of options over ordinary shares of 1p each under the 2015 Long Term Incentive Plan | ||||
Identification code | GB00B0CM0C50 | |||||
b) | Nature of the transaction | Exercise of options | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price |
500,000 options over ordinary shares exercised
| ||||
e) | Date of the transaction | 23 March 2017 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Ben Dorks | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Chief Customer Officer | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Ideagen 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 | Ordinary Shares of 1p each | ||||
Identification code | GB00B0CM0C50 | |||||
b) | Nature of the transaction | Disposal of Ordinary Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price |
255,000 ordinary shares of 1 pence sold at 75 pence per ordinary share | ||||
e) | Date of the transaction | 23 March 2017 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Ben Dorks | ||||
2. | Reason for the Notification | |||||
a) | Position/status | Chief Customer Officer | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Ideagen 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 | Exercise of options over ordinary shares of 1p each under the 2015 Long Term Incentive Plan | ||||
Identification code | GB00B0CM0C50 | |||||
b) | Nature of the transaction | Exercise of options | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information: · Aggregated volume · Price |
500,000 options over ordinary shares exercised | ||||
e) | Date of the transaction | 23 March 2017 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||