Last checked at 15 Sep 2022 07:00
15 September 2022
TPXimpact Holdings PLC
("TPX", "TPXimpact", or the "Company")
Issue of Shares and PDMR dealings
TPXimpact Holdings PLC (AIM: TPX), the technology-enabled services company focused on digital transformation, announces that the Company has today issued 1,078,188 new ordinary shares of 1 penny each ("Ordinary Shares") in respect of outstanding acquisition consideration totalling £1,308,067 ("Earnout Shares") and 10,544 new ordinary shares of 1 pence in respect of the Share Incentive Plan ("SIP").
The SIP Trustees (Cytec Trustees Limited) acquired a total of 10,544 shares (the "Partnership Shares") on 8 September 2022 at a price of £1.20 per Ordinary Share and total cost of £12,653. The Partnership Shares were acquired by purchase in the market and allocated to those Company employees participating in its Share Incentive Plan (SIP) scheme. As set out at the time of the announcement of TPXimpact's interim results on 30 November 2020, this SIP Plan is designed to reward and incentivise employees of the Company through tax-efficient salary sacrifice and a free matching award of Ordinary Shares on a one-for-one basis. Accordingly, on 8 September 2022, the SIP Trustees also allocated a total of 10,554 matching shares (the "Matching Shares") under the SIP. The Matching Shares are covered by the Company's block listing as announced on 22 July 2022.
Neal Gandhi and Oliver Rigby received Partnership Shares and Matching Shares under the SIP as follows:
Name | Earnout Shares issued | Partnership Shares acquired | Matching Shares issued | Total Shares post issue (including shares held by the SIP on behalf of the relevant PDMR) | Percentage of issued share capital |
Neal Gandhi | 0 | 125 | 125 | 8,930,967 | 9.8% |
Oliver Rigby | 0 | 125 | 125 | 4,203,906 | 4.61% |
Remaining value of acquisition consideration to be issued
Following the issue, the Company has additional consideration to pay totalling £764,267. The maximum further shares to be issued as a result of this consideration is 927,904 which reduces to 603,544 assuming the share price remains constant at £1.266, being the closing mid-market price on 2 September 2022. Further details of the share issues are set out below:
Value £'000s | Minimum share price | Max shares to be issued '000s | Shares to be issued calculated based on price of £1.393 |
0 | 74p | 0 | 0 |
465 | 82p | 567 | 367 |
0 | 82.5p | 0 | 0 |
299 | 83.125p | 360 | 236 |
764 | 927 | 603 |
Timing of payment of acquisition consideration | Value £'000s |
Within the next 6 months | 532 |
Between 6-12 months | 233 |
After 12 months | 0 |
Admission to trading and total voting rights
An application has been made for the admission of the Earnout Shares to trading on AIM which is expected to take place on or around 21 September 2022. The Matching Shares are covered by the Company's block listing as announced on 22 July 2022.
The new Ordinary Shares issued and admitted to trading will rank pari passu in all respects with the existing Ordinary Shares.
Therefore, following this issue of the Earnout Shares and Matching Shares, the Company will have 91,177,002 Ordinary Shares in issue and no Ordinary Shares in treasury. The total voting rights in TPXimpact will be 91,177,002. This figure may be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Enquiries:
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About TPXimpact
TPXimpact exists to transform the organisations, services and systems that underpin society and that drive business success. It applies strategic and creative thinking, technology, innovative design and user-centred approaches to bring about numerous improvements which together multiply the impact of change. The Company works closely with its clients in agile, multidisciplinary teams that span organisational design, technology, and digital experiences. It shares a deep understanding of people and behaviours and a philosophy of putting people and communities at the heart of every transformation.
The business is being increasingly recognised as a leading alternative digital transformation provider to the UK public services sector, with c.75% of its client base representing the public sector and c.25% representing the commercial sector.
More information is available at www.tpximpact.com.
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Neal Gandhi | |
2 | Reason for the notification | ||
a) | Position/status | Chief Executive Officer | |
b) | Initial notification /Amendment | Initial notification | |
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | TPXimpact Holdings Plc | |
b) | LEI | 2138004S9O18Q6F9MS74 | |
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 | |
Identification code | ISIN: GB00BGGK0V60 | ||
b) | Nature of the transaction | Receipt of vendor consideration shares and purchase and allocation of Partnership and Matching Shares, respectively, under TPXimpact Holdings PLC Share Incentive Plan
| |
c) | Price(s) and volume(s) | Matching Shares:
125 ordinary shares at 120p
Partnership Shares:
125 ordinary shares at 120p | |
d)
|
Aggregated information | ||
- Aggregated volume | Matching Shares: 125 shares £150 | ||
- Price |
Partnership Shares: 125 shares £150 | ||
e) | Date of the transaction | 8 September 2022 | |
f) | Place of the transaction | Earnout Shares and Matching Shares took place outside a trading venue
Partnership Shares acquired on AIM | |
| |||
1 | Details of the person discharging managerial responsibilities / person closely associated | ||
a) | Name | Oliver Rigby | |
2 | Reason for the notification | ||
a) | Position/status | Chief Financial Officer | |
b) | Initial notification /Amendment | Initial notification | |
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
a) | Name | TPXimpact Holdings Plc | |
b) | LEI | 2138004S9O18Q6F9MS74 | |
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 | |
Identification code | ISIN: GB00BGGK0V60 | ||
b) | Nature of the transaction | Purchase and allocation of Partnership and Matching Shares, respectively, under TPXimpact Holdings PLC Share Incentive Plan
| |
c) | Price(s) and volume(s) | Matching Shares:
125 ordinary shares at 120p
Partnership Shares:
125 ordinary shares at 120p
| |
d)
|
Aggregated information | Matching Shares: 125 shares £150 | |
- Aggregated volume |
Partnership Shares: 125 shares £150 | ||
- Price | |||
e) | Date of the transaction | 8 September 2022 | |
f) | Place of the transaction | Matching Shares took place outside a trading venue
Partnership Shares acquired on AIM | |