24 Sep 2020 07:00
24 September 2020
Maestrano Group PLC
Purchase of Shares by Directors and
Concert Party disposal of Shares
Maestrano Group PLC (AIM: MNO), the Artificial Intelligence platform for transport corridor analytics (the "Company" or "Maestrano"), announces that the following directors have on 23 September 2020 each acquired Maestrano ordinary Shares of £0.01 each ("Ordinary Shares") at a price of 10 pence per Ordinary Share:
Directors | Shares acquired | Resultant holding | Percentage of the Company's voting rights |
John Davis | 150,000 | 650,000 | 0.4% |
Jonathan Macleod | 150,000 | 475,007 | 0.3% |
Nicholas McInnes | 150,000 | 150,000 | 0.1% |
The purchases were part of a parcel of 1,650,000 Ordinary Shares sold by David Israel, a member of the Concert Party, as defined in the circular to shareholders dated 15 October 2019.
Concert Party holdings
On 3 March 2020 Maestrano announced that a company associated with Ian Buddery purchased an aggregate of 1,650,000 Ordinary Shares thereby increasing his holding of voting rights in the Company to 5.8%. On the basis that these purchases increased the aggregate holding of voting rights in the Company by the Concert Party from 46.7% to 47.8%, the purchase had the effect of triggering an obligation for the Concert Party to make a mandatory offer for the entire issued share capital in the Company under Rule 9.1 of the Takeover Code. It should be noted that Mr Buddery followed the Company's share dealing code including all relevant consultations prior to making these purchases. The Company has sought legal advice in relation to its share dealing code and is making amendments to reduce the risk of inadvertent breaches of the Takeover Code in the future.
The Takeover Panel has accepted that the obligation for the Concert Party to make a general offer for the Company under Rule 9.1 was triggered inadvertently and has, in accordance with Note 4 on the Dispensations from Rule 9 of the Takeover Code, accordingly agreed that no offer is required to be made as a result of these purchases. As a condition of its not requiring an offer to be made, the Takeover Panel agreed that sufficient Ordinary Shares are disposed of by the Concert Party to independent third parties in order to remedy the breach of Rule 9 that has occurred and, pending the completion of the disposal, the application of restrictions on the exercise of the voting rights attaching to the number of shares held by the Concert Party.
Following the disposal of shares by Mr Israel, the holding of shares by the Concert Party is as follows:
Name | Current holding | Percentage of the Company's voting rights |
Nicholas Smith (Director)
| 23,034,375 | 15.8% |
Aaron Hoye | 23,034,375 | 15.8% |
David Israel | 9,406,499 | 6.4% |
Ashley Cox | 4,299,750 | 2.9% |
Ian Buddery* (Chairman) | 8,470,140 | 5.8% |
Total | 68,245,139 | 46.7% |
* Including shares held by M4Soft Pty Ltd
The Board formed the view that as Mr Israel, who is neither an employee nor a director of the Company, was foregoing future growth in the value of the Ordinary Shares, he would be issued an equivalent number of share options from the Company's existing option pool, with specific conditions to preclude any future breach of the Takeover Code. The options will be exercisable at same price at which the Ordinary Shares are sold and will only vest and be exercisable only after he ceases to be a member of the Concert Party, or the vesting and exercise will not otherwise trigger a mandatory offer obligation under Rule 9 of the Takeover Code.
Ian Buddery, Chairman of Maestrano said, "When the inadvertent breach of the Takeover Code was brought to our attention, the board sought to resolve the matter promptly, in a manner that reduced the risk of any loss of shareholder value, such as might occur from an inside person selling shares. Mr Israel was prepared to assist and we believe the outcome is in the best interests of the Company and shareholders."
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
Enquiries:
Maestrano Group plc
Ian Buddery, Chairman c/o Arden Partners
Grant Thornton (Nominated Adviser)
Jamie Barklem / Niall McDonald +44 (0)20 7383 5100
Arden Partners (Broker)
Ruari McGirr / Ciaran Walsh +44 (0)20 7614 5900
About Maestrano
Maestrano offers a patented cloud-based platform for master data management and business analytics, together with specialist hardware and software for capturing, analysing and reporting on large datasets within the transport sector, employing sophisticated artificial intelligence algorithms.
Further information on the Company is available at: www.maestrano.com
Notification of Transactions of Persons Discharging Managerial Responsibility and Persons Closely Associated with them
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| John Davis
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Non-executive Director | |||
b)
| Initial notification /Amendment
| Initial notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| Maestrano Group Plc | |||
b)
| LEI
| 213800ZUBMOCVHSSJC14 | |||
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 £0.01 each | |||
Identification code | GB00BYZQM590 | ||||
b)
| Nature of the transaction
| Purchase of Ordinary Shares | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
10p | 150,000 | ||||
d)
| Aggregated information | ||||
- Aggregated volume | 150,000 | ||||
- Price | 10p
| ||||
- Aggregate total | £15,000
| ||||
e)
| Date of the transaction
| 23 September 2020 | |||
f)
| Place of the transaction
| Off market transaction | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Jonathan Macleod
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Non-executive Director | |||
b)
| Initial notification /Amendment
| Initial notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| Maestrano Group Plc | |||
b)
| LEI
| 213800ZUBMOCVHSSJC14 | |||
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 £0.01 each | |||
Identification code | GB00BYZQM590 | ||||
b)
| Nature of the transaction
| Purchase of Ordinary Shares | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
10p | 150,000 | ||||
d)
| Aggregated information | ||||
- Aggregated volume | 150,000 | ||||
- Price | 10p
| ||||
- Aggregate total | £15,000
| ||||
e)
| Date of the transaction
| 23 September 2020 | |||
f)
| Place of the transaction
| Off market transaction | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Nicholas McInnes
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
| Non-executive Director | |||
b)
| Initial notification /Amendment
| Initial notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| Maestrano Group Plc | |||
b)
| LEI
| 213800ZUBMOCVHSSJC14 | |||
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 £0.01 each | |||
Identification code | GB00BYZQM590 | ||||
b)
| Nature of the transaction
| Purchase of Ordinary Shares | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
10p | 150,000 | ||||
d)
| Aggregated information | ||||
- Aggregated volume | 150,000 | ||||
- Price | 10p
| ||||
- Aggregate total | £15,000
| ||||
e)
| Date of the transaction
| 23 September 2020 | |||
f)
| Place of the transaction
| Off market transaction | |||