Last checked at 24 Jan 2019 14:57
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Focusrite plc
("Focusrite" or the "Group")
Completion of Secondary Placing of Shares and
Notification of Director/PCA Dealings
Focusrite plc (LSE AIM: TUNE), the global music and audio products company that trades under the Focusrite and Novation brands, is pleased to confirm that, further to the Group's announcement earlier today, Phil Dudderidge (Executive Chairman and Founder) and Jennifer Dudderidge (his closely associated person), have sold shares at 500 pence per sale share in order to satisfy institutional demand from new and existing investors (the "Sale"). In aggregate, 1,468,000 Ordinary Shares were subject to the Sale, representing approximately 2.5% of the Group's issued share capital.
The Group will not receive any proceeds from the Sale. The Sale was executed by Panmure Gordon (UK) Limited ("Panmure Gordon") who is the Company's Nominated Adviser and Broker.
Following the Sale, Phil Dudderidge and Jennifer Dudderidge will together have a beneficial interest in 20,781,000 Ordinary Shares representing 35.8% of the Group's issued share capital. Phil Dudderidge and Jennifer Dudderidge have both agreed with Panmure Gordon that these remaining 20,781,000 Ordinary Shares will be subject to a 6 month orderly market agreement from the date of this notification.
-ends-
Enquiries:
Focusrite Plc: | |
Tim Carroll (CEO) | +44 1494 836301 |
Jeremy Wilson (CFO) | +44 1494 836301 |
Panmure Gordon | +44 20 7886 2500 |
Freddy Crossley / Alina Vaskina | |
Erik Anderson | |
Belvedere Communications | +44 20 3687 2756 |
John West | |
Kim Van Beeck |
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)
| Names | 1. Phil Dudderidge 2. Jennifer Dudderidge
| ||||||
2
| Reason for the notification | |||||||
a)
| Position/status
| 1. Executive Chairman and Founder 2. Person closely associated with Phil Dudderidge
| ||||||
b)
| Initial notification /Amendment
| Initial Notification | ||||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a)
| Name
| Focusrite plc | ||||||
b)
| LEI | 213800JJ51KA4LOTF736 | ||||||
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 0.1p each | ||||||
b) | Identification code
| GB00BSBMW716 | ||||||
c)
| Nature of the transaction
| Sale of Ordinary Shares | ||||||
d)
| Price(s) and volume(s) |
| ||||||
d)
| Aggregated information - Aggregated volume - Price |
1,468,000 Ordinary Shares 500p
| ||||||
e)
| Date of the transaction | 24 January 2019 | ||||||
f)
| Place of the transaction | London Stock Exchange | ||||||
IMPORTANT NOTICE
The distribution of this announcement and the offer and sale of the Sale Shares in certain jurisdictions may be restricted by law. The Sale Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Sale Shares in such jurisdiction. No action has been taken by Focusrite Plc, Panmure Gordon or any of their respective affiliates that would permit an offering of the Sale Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, Japan or Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression '2010 PD Amending Directive' means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2) (A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated.
This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
Panmure Gordon is authorised and regulated by the Financial Conduct Authority in the United Kingdom, and is acting exclusively for the Company and the selling shareholders and for no one else in connection with the Sale and will not regard any other person as a client in relation to the Sale and will not be responsible to any other person for providing the protections afforded to its clients nor for providing advice in relation to the Sale or any other matter referred to in this announcement.
This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to Focusrite Plc's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.