4 Jul 2023 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
4 July 2023
WANdisco plc
Result of Fundraising
WANdisco plc (the "Company" and together with its subsidiaries, "WANdisco" or the "Group") (LSE: WAND), the data activation platform, is pleased to announce the successful completion of the $30 million equity fundraise (the "Fundraise") announced on 3 July 2023.
A total of 21,566,527 new Ordinary Shares have been placed by Liberum Capital Limited and Stifel Nicolaus Europe Limited, acting as joint bookrunners (the "Joint Bookrunners"), at the Offer Price of 50 pence per share pursuant to the Placing, raising gross proceeds of approximately $13.6 million. 25,961,990 new Ordinary Shares have been subscribed for, in aggregate, at the Offer Price pursuant to the Direct Subscription and the Management Subscription, raising gross proceeds of approximately $16.4 million. Stifel is also acting as nominated adviser to the Company.
The participation by certain Directors and members of management in the Fundraise is set out below:
Name | Position/status | Number of Ordinary Shares currently held | Number of New Ordinary Shares | Number of Ordinary Shares held following Admission | % of issued share capital held after Admission |
Ken Lever | Director | - | 200,000 | 200,000 | 0.17 |
Peter Lees | Director | - | 60,000 | 60,000 | 0.05 |
Yeturu Aahlad | Director | 2,477,016 | 15,842 | 2,492,858 | 2.17 |
Karl Monaghan | Director | 64,629 | 100,000 | 164,629 | 0.14 |
Stephen Kelly | PDMR | 84,080 | 850,000 | 934,080 | 0.81 |
Ijoma Maluza | PDMR | - | 3,000 | 3,000 | 0.00 |
Larry Webster | PDMR | 27,329 | 31,685 | 59,014 | 0.05 |
Justin Holtzinger | PDMR | 4,397 | 4,752 | 9,149 | 0.01 |
A total of 47,528,517 new Ordinary Shares will, therefore, be issued by the Company pursuant to the Fundraise (the "New Ordinary Shares"), raising gross proceeds of approximately $30 million. The New Ordinary Shares will represent 70.7 per cent. of the current issued ordinary share capital of the Company prior to the Fundraise.
The New Ordinary Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of the New Ordinary Shares and will otherwise rank on admission pari passu in all respects with the existing Ordinary Shares.
The Company consulted with and received strong support from many of its largest shareholders prior to the Fundraise. The Company has respected the principles of the soft pre-emption, so far as possible, through the allocation process. As previously announced, the Company was unable to include a retail offer due to regulatory restrictions and limited time to complete the Fundraise. The Company's management team actively participated in the structuring and allocation of the Fundraise.
Global Frontier Investments ("Global Frontier") and Davis Capital Partners ("Davis Capital") have agreed to subscribe for 4,237,958 and 5,544,993 Ordinary Shares respectively, pursuant to the Direct Subscription. The participation of Global Frontier and Davis Capital, both existing substantial shareholders in the Company are related party transactions pursuant to Rule 13 of the AIM Rules for Companies.
The Directors who are independent of the related party transactions, having consulted with Stifel, the Company's nominated adviser, consider the terms of the respective participation of Global Frontier and Davis Capital in the Direct Subscription to be fair and reasonable insofar as shareholders of the Company are concerned.
Admission and lifting of the suspension of Ordinary Shares to trading on AIM
Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will be effective and settlement of the New Ordinary Shares will commence at 8.00 a.m. on 7 July 2023.
The Company expects to publish its FY22 Annual Report & Accounts this week, following which the Company and its nominated adviser will request that the suspension of the Ordinary Shares to trading on AIM be lifted at 7.30 a.m. on 7 July 2023.
Total voting rights
Following Admission, the Company's enlarged issued ordinary share capital will be 114,725,069. With effect from Admission, this figure 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 Disclosure Guidance and Transparency Rules of the FCA.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Launch Announcement, unless context provides otherwise.
This Announcement is released by WANdisco plc and contains inside information for the purposes of Article 7 of the UK Market Abuse Regulation, and is disclosed in accordance with the Company's obligations under Article 17 of the UK Market Abuse Regulation.
The person responsible for arranging the release of this announcement on behalf of WANdisco plc is Larry Webster, Company Secretary.
For further information, please contact:
FTI Consulting Rob Mindell / Kwaku Aning / Matt Dixon | +44 (0)20 3727 1137 |
Stifel (Nomad and Joint Broker) Fred Walsh / Richard Short / Tom Marsh | +44 (0)20 7710 7600 |
Liberum (Joint Broker) Max Jones / Ben Cryer / Miquela Bezuidenhoudt | +44 (0)20 3100 2000 |
IMPORTANT INFORMATION
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.
No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, the Joint Bookrunners to inform themselves about, and to observe, such restrictions.
No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States. Accordingly, the Placing Shares will be offered and sold only (i) outside of the United States in "offshore transactions" (as such term is defined in Regulation S under the Securities Act ("Regulation S")) pursuant to Regulation S and otherwise in accordance with applicable laws; and (ii) in the United States to persons who are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIBs") and who have executed and delivered to the Company and the Joint Bookrunners a US investor letter substantially in the form provided to it, in each case, pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. No public offering of the Securities will be made in the United States or elsewhere.
The Placing has not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing, or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
This announcement has not been approved by the London Stock Exchange.
Members of the public are not eligible to take part in the Placing. This announcement is directed at and is only being distributed to: (a) if in a member state of the European Economic Area (the "EEA"), qualified investors ("Qualified Investors") within the meaning of Article 2(e) of the EU Prospectus Regulation; (b) if in the United Kingdom, qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order ("UK Qualified Investors"); or (c) other persons to whom it may otherwise be lawfully communicated (all such persons together being "Relevant Persons").
This announcement must not be acted on or relied on by persons who are not Relevant Persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which such activities would be unlawful.
Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company and the Group. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company, its directors, the Joint Bookrunners, their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation, the FCA or the London Stock Exchange.
Each Joint Bookrunner is authorised and regulated in the United Kingdom by the FCA. Each Joint Bookrunner acting exclusively for the Company and no one else in connection with the Placing, the contents of this announcement or any other matters described in this announcement. Neither Joint Bookrunner will regard any other person as its client in relation to the Placing, the content of this announcement or any other matters described in this announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this announcement or any other matters referred to in this announcement.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either Joint Bookrunner or by any of its affiliates or any person acting on its or their behalf as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Any indication in this announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
No statement in this announcement is intended to be a profit forecast or profit estimate for any period, and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
All offers of the Placing Shares will be made pursuant to an exemption under the UK Prospectus Regulation or the EU Prospectus Regulation from the requirement to produce a prospectus. This announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act, 2000, as amended does not apply.
The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
The relevant notifications set out below are provided in accordance with the requirements of Article 19 of the EU Market Abuse Regulation.
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
a) | Name | Kenneth Lever | |||||||||
2 | Reason for the notification | ||||||||||
a) | Position/status | Interim Non-Executive Chair | |||||||||
b) | Initial notification/Amendment | Initial notification | |||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||
a) | Name | WANdisco plc | |||||||||
b) | LEI | 213800Y1A75RSC698O04 | |||||||||
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 Identification code | Ordinary shares of 10p each ISIN: JE00B6Y3DV84 | |||||||||
b) | Nature of the transaction | Purchase of shares | |||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information
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e) | Date of the transaction | 4 July 2023 | |||||||||
f) | Place of the transaction | London Stock Exchange (XLON) | |||||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
a) | Name | Peter Lees | |||||||||
2 | Reason for the notification | ||||||||||
a) | Position/status | Independent 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 | WANdisco plc | |||||||||
b) | LEI | 213800Y1A75RSC698O04 | |||||||||
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 Identification code | Ordinary shares of 10p each ISIN: JE00B6Y3DV84 | |||||||||
b) | Nature of the transaction | Purchase of shares | |||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information
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e) | Date of the transaction | 4 July 2023 | |||||||||
f) | Place of the transaction | London Stock Exchange (XLON) | |||||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
a) | Name | Yeturu Aahlad | |||||||||
2 | Reason for the notification | ||||||||||
a) | Position/status | 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 | WANdisco plc | |||||||||
b) | LEI | 213800Y1A75RSC698O04 | |||||||||
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 Identification code | Ordinary shares of 10p each ISIN: JE00B6Y3DV84 | |||||||||
b) | Nature of the transaction | Purchase of shares | |||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information
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e) | Date of the transaction | 4 July 2023 | |||||||||
f) | Place of the transaction | London Stock Exchange (XLON) | |||||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
a) | Name | Karl Monaghan | |||||||||
2 | Reason for the notification | ||||||||||
a) | Position/status | Independent 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 | WANdisco plc | |||||||||
b) | LEI | 213800Y1A75RSC698O04 | |||||||||
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 Identification code | Ordinary shares of 10p each ISIN: JE00B6Y3DV84 | |||||||||
b) | Nature of the transaction | Purchase of shares | |||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information
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e) | Date of the transaction | 4 July 2023 | |||||||||
f) | Place of the transaction | London Stock Exchange (XLON) | |||||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
a) | Name | Stephen Kelly | |||||||||
2 | Reason for the notification | ||||||||||
a) | Position/status | Interim 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 | WANdisco plc | |||||||||
b) | LEI | 213800Y1A75RSC698O04 | |||||||||
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 Identification code | Ordinary shares of 10p each ISIN: JE00B6Y3DV84 | |||||||||
b) | Nature of the transaction | Purchase of shares | |||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information
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e) | Date of the transaction | 4 July 2023 | |||||||||
f) | Place of the transaction | London Stock Exchange (XLON) | |||||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
a) | Name | Ijoma Maluza | |||||||||
2 | Reason for the notification | ||||||||||
a) | Position/status | Interim 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 | WANdisco plc | |||||||||
b) | LEI | 213800Y1A75RSC698O04 | |||||||||
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 Identification code | Ordinary shares of 10p each ISIN: JE00B6Y3DV84 | |||||||||
b) | Nature of the transaction | Purchase of shares | |||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information
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e) | Date of the transaction | 4 July 2023 | |||||||||
f) | Place of the transaction | London Stock Exchange (XLON) | |||||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
a) | Name | Larry Webster | |||||||||
2 | Reason for the notification | ||||||||||
a) | Position/status | General Counsel and Company Secretary | |||||||||
b) | Initial notification/Amendment | Initial notification | |||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||
a) | Name | WANdisco plc | |||||||||
b) | LEI | 213800Y1A75RSC698O04 | |||||||||
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 Identification code | Ordinary shares of 10p each ISIN: JE00B6Y3DV84 | |||||||||
b) | Nature of the transaction | Purchase of shares | |||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information
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e) | Date of the transaction | 4 July 2023 | |||||||||
f) | Place of the transaction | London Stock Exchange (XLON) | |||||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||||||||
a) | Name | Justin Holtzinger | |||||||||
2 | Reason for the notification | ||||||||||
a) | Position/status | Senior Vice President of Customer Success & Engineering | |||||||||
b) | Initial notification/Amendment | Initial notification | |||||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||
a) | Name | WANdisco plc | |||||||||
b) | LEI | 213800Y1A75RSC698O04 | |||||||||
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 Identification code | Ordinary shares of 10p each ISIN: JE00B6Y3DV84 | |||||||||
b) | Nature of the transaction | Purchase of shares | |||||||||
c) | Price(s) and volume(s) |
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d) | Aggregated information
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e) | Date of the transaction | 4 July 2023 | |||||||||
f) | Place of the transaction | London Stock Exchange (XLON) | |||||||||