6 January 2021
The Panoply Holdings PLC
("The Panoply", or the "Group")
Issue of Shares / PDMR dealing and total voting rights
Amendments to share purchase agreements
The Panoply Holdings PLC, the technology-enabled services group focused on digital transformation, announces that the Group has today issued 374,156 new ordinary shares of 1 pence each in respect of outstanding acquisition consideration totalling £637,339 ("Earnout Shares").
Neal Gandhi and Oliver Rigby received 64,585 and 1,794 Earnout Shares respectively in respect of the acquisitions as set out in the following table:
| Name | Shares issued | Total shares held post issue | Percentage of issued share capital |
| Neal Gandhi | 64,585 | 10,074,398 | 14.6% |
| Oliver Rigby | 1,794 | 5,119,741 | 7.4% |
Remaining value of acquisition consideration to be issued
Following the issue, the Company has additional consideration to pay totalling £11,739,400. The maximum further shares to be issued as a result of this consideration is 16,430,440, which reduces to 6,178,632 assuming the share price remained constant at 190p, being the closing mid market price on 31 December 2020. 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 31 December 2020 closing share price |
| 7,213 | 74p | 9,749 | 3,797 |
| 1,306 | 82p | 1,593 | 687 |
| 838 | 82.5p | 1,015 | 441 |
| 2,382 | 83.125p | 2,865 | 1,254 |
| 11,739 | | 15,222 | 6,179 |
| Timing of payment of acquisition consideration | Value £'000s |
| Within the next 6 months | 4,578 |
| Between 6-12 months | 3,514 |
| After 12 months | 3,647 |
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 8 January 2021.
Following this issue of Earnout Shares the Company will have 69,223,031 Ordinary Shares in issue and no Ordinary Shares in treasury. Therefore, the total voting rights in The Panoply will be 69,223,031. 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 Group under the FCA's Disclosure Guidance and Transparency Rules.
Enquiries:
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About The Panoply
The Panoply is a digitally native technology services company, built to service clients' digital transformation needs. Founded in 2016, with the aim of identifying and acquiring best-of-breed specialist information technology, design and innovation consulting businesses across Europe, the Group collaborates with its clients to deliver the technology outcomes they're looking for at the pace that they expect and demand.
More information is available at www.thepanoply.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 | | The Panoply 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 | |||
| c) Price(s) and volume(s) | |
55,611 ordinary shares at 179.97 p 8,974 ordinary shares at 166.45p | | |||
| | | |||||
| | | |||||
| d)
| Aggregated information | | N/A | |||
| - Aggregated volume | | | ||||
| - Price | | | ||||
| e) | Date of the transaction | | 5 January 2021 | |||
| f) | Place of the transaction | | Outside a trading venue | |||
| | | | | |||
| 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 | | The Panoply 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 | |||
| c) Price(s) and volume(s) | |
1,794 ordinary shares at 166.45p | | |||
| | | |||||
| | | |||||
| d)
| Aggregated information | | N/A | |||
| - Aggregated volume | | | ||||
| - Price | | | ||||
| e) | Date of the transaction | | 5 January 2021 | |||
| f) | Place of the transaction | | Outside a trading venue | |||
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