20 Feb 2019 07:01
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, THE COMMONWEALTH OF AUSTRALIA, ITS TERRITORIES AND POSSESSIONS, CANADA, ISLE OF MAN, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE, THE UNITED ARAB EMIRATES OR ZAMBIA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
20 February 2019
Low & Bonar PLC (the Company)
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
In accordance with Article 19(3) of the Market Abuse Regulation (2014/596/EU), the transactions below were made by Directors or "persons discharging managerial responsibility" (PDMRs) in the Company, or, where indicated, persons closely associated with a Director or PDMR (PCA). They reflect take up of new ordinary shares in the capital of the Company of five pence each (New Shares) at the offer price of 15.0 pence per New Share under the Open Offer portion of the Placing and Open Offer and Firm Placing (the New Share Issue) announced by the Company on 30 January 2019 directly by the relevant Director or PDMR or a person closely associated with them.
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Daniel Dayan | |
2 | Reason for the notification | ||
a) | Position/status | Chairman | |
b) | Initial notification / Amendment | Initial | |
3 | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Low & Bonar PLC | |
b) | LEI | 213800CALFKOEL7N7P1O | |
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 5p shares | |
Identification code | ISIN: GB0005363014 | ||
b) | Nature of the transaction | Take up of New Shares under the Open Offer | |
c) | Price(s) and volume(s) | Price(s)15.0 p | Volume(s)364,560 |
d) | Aggregated information | ||
- Aggregated Volume | 364,560 | ||
- Price | 15.0 p | ||
d) | Date of the transaction | 20 February 2019 | |
f) | Place of the transaction | London Stock Exchange, main market (XLON) | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Philip de Klerk | |
2 | Reason for the notification | ||
a) | Position/status | Group Chief Executive Officer | |
b) | Initial notification / Amendment | Initial | |
3 | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Low & Bonar PLC | |
b) | LEI | 213800CALFKOEL7N7P1O | |
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 5p shares | |
Identification code | ISIN: GB0005363014 | ||
b) | Nature of the transaction | Take up of New Shares under the Open Offer | |
c) | Price(s) and volume(s) | Price(s)15.0 p | Volume(s)99,065 |
d) | Aggregated information | ||
- Aggregated Volume | 99,065 | ||
- Price | 15.0 p | ||
d) | Date of the transaction | 20 February 2019 | |
f) | Place of the transaction | London Stock Exchange, main market (XLON) | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Trudy Schoolenberg | |
2 | Reason for the notification | ||
a) | Position/status | Senior Independent Non-Executive Director | |
b) | Initial notification / Amendment | Initial | |
3 | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Low & Bonar PLC | |
b) | LEI | 213800CALFKOEL7N7P1O | |
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 5p shares | |
Identification code | ISIN: GB0005363014 | ||
b) | Nature of the transaction | Take up of New Shares under the Open Offer | |
c) | Price(s) and volume(s) | Price(s)15.0 p | Volume(s)71,785 |
d) | Aggregated information | ||
- Aggregated Volume | 71,785 | ||
- Price | 15.0 p | ||
d) | Date of the transaction | 20 February 2019 | |
f) | Place of the transaction | London Stock Exchange, main market (XLON) | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Kevin Matthews | |
2 | Reason for the notification | ||
a) | Position/status | Independent Non-Executive Director | |
b) | Initial notification / Amendment | Initial | |
3 | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Low & Bonar PLC | |
b) | LEI | 213800CALFKOEL7N7P1O | |
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 5p shares | |
Identification code | ISIN: GB0005363014 | ||
b) | Nature of the transaction | Take up of New Shares under the Open Offer | |
c) | Price(s) and volume(s) | Price(s)15.0 p | Volume(s)34,214 |
d) | Aggregated information | ||
- Aggregated Volume | 34,214 | ||
- Price | 15.0 p | ||
d) | Date of the transaction | 20 February 2019 | |
f) | Place of the transaction | London Stock Exchange, main market (XLON) | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Kate Powell | |
2 | Reason for the notification | ||
a) | Position/status | PCA of Mike Powell (Non-Executive Director) | |
b) | Initial notification / Amendment | Initial | |
3 | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Low & Bonar PLC | |
b) | LEI | 213800CALFKOEL7N7P1O | |
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 5p shares | |
Identification code | ISIN: GB0005363014 | ||
b) | Nature of the transaction | Take up of New Shares under the Open Offer | |
c) | Price(s) and volume(s) | Price(s)15.0 p | Volume(s)38,635 |
d) | Aggregated information | ||
- Aggregated Volume | 38,635 | ||
- Price | 15.0 p | ||
d) | Date of the transaction | 20 February 2019 | |
f) | Place of the transaction | London Stock Exchange, main market (XLON) | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Peter Bertram | |
2 | Reason for the notification | ||
a) | Position/status | Independent Non-Executive Director | |
b) | Initial notification / Amendment | Initial | |
3 | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Low & Bonar PLC | |
b) | LEI | 213800CALFKOEL7N7P1O | |
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 5p shares | |
Identification code | ISIN: GB0005363014 | ||
b) | Nature of the transaction | Take up of New Shares under the Open Offer | |
c) | Price(s) and volume(s) | Price(s)15.0 p | Volume(s)74,447 |
d) | Aggregated information | ||
- Aggregated Volume | 74,447 | ||
- Price | 15.0 p | ||
d) | Date of the transaction | 20 February 2019 | |
f) | Place of the transaction | London Stock Exchange, main market (XLON) | |
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Jan de Jong | |
2 | Reason for the notification | ||
a) | Position/status | Business Improvement Director | |
b) | Initial notification / Amendment | Initial | |
3 | Details of the Issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | Low & Bonar PLC | |
b) | LEI | 213800CALFKOEL7N7P1O | |
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 5p shares | |
Identification code | ISIN: GB0005363014 | ||
b) | Nature of the transaction | Take up of New Shares under the Open Offer | |
c) | Price(s) and volume(s) | Price(s)15.0 p | Volume(s)11,392 |
d) | Aggregated information | ||
- Aggregated Volume | 11,392 | ||
- Price | 15.0 p | ||
d) | Date of the transaction | 20 February 2019 | |
f) | Place of the transaction | London Stock Exchange, main market (XLON) | |
Each of the persons identified above is a "person discharging managerial responsibility", or PDMR, or a "person closely associated", or PCA, as defined in the Market Abuse Regulation.
Capitalised terms not defined herein have the meanings given to them in the combined circular and prospectus published by the Company on 30 January 2019 (the Prospectus), which is available on the Company's website (www.lowandbonar.com).
Enquiries:
Low & Bonar PLC Philip de Klerk (Group CEO) Ian Ashton (Group CFO)
| 020 7535 3180 |
IMPORTANT NOTICE:
This announcement has been issued by and is the sole responsibility of the Company. This announcement is not a prospectus but an advertisement and investors should not acquire any Shares referred to in this announcement except on the basis of the information contained in the Prospectus to be published by the Company in connection with the New Share Issue.
Copies of the Prospectus are available from the head office of the Company and on the Company's website at www.lowandbonar.com provided that the Prospectus is not, subject to certain exceptions, available (through the website or otherwise) to Shareholders in the United States of America or any other Excluded Territory. Neither the content of Low & Bonar's website nor any website accessible by hyperlinks on Low & Bonar's website is incorporated in, or forms part of, this announcement. The Prospectus provides further details of the Shares being offered pursuant to the New Share Issue.
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for Shares in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for New Shares will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States or any other Excluded Territory, and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.
This announcement is not an offer of securities for sale in the United States. The Shares and the Application Forms have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Shares in the United States.
The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus and the Application Forms should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.
This announcement does not constitute a recommendation concerning any investor's options with respect to the New Share Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
Notice to all investors
No person has been authorised to give any information or to make any representations other than those contained in this announcement, the Prospectus and the Application Forms, and, if given or made, such information or representations must not be relied on as having been authorised by the Company. Subject to the Listing Rules, the Prospectus Rules and the Transparency Rules of the Financial Conduct Authority and the Disclosure Requirements (as such term is defined in the Listing Rules), the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information in it is correct as at any subsequent date.