Source - LSE Regulatory
RNS Number : 5722Q
Sopheon PLC
26 February 2021
 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.

 

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Sopheon plc

("Sopheon" or the "Company")

 

Result of Secondary Placing

 

Further to the announcement made at 1.36 p.m. on 26 February 2021, the Company has been advised that in an oversubscribed Placing, the Bookbuild has been completed and the Selling Shareholders have sold 1,116,486 Placing Shares at 900 pence per share. In addition, certain directors and employees have exercised options over Ordinary Shares and the Company has issued and allotted a further 230,475 Ordinary Shares ("Exercise").

 

Following the Placing and Exercise, the Directors resulting interest in the Company's issued share capital will be:

 

Director

Shares issued as a result of option exercise

Placing Shares
Sold

Resultant Holding

% issued
share
capital following Admission

Barry Mence*

24,250

356,829

1,895,958

18.17%

Andy Michuda

165,000

185,036

64,120

0.61%

Arif Karimjee*

35,850

48,343

70,000

0.67%

Stuart Silcock**

-

166,500

353,818

3.39%

Notes:

*Total beneficial interest in Ordinary Shares, including those held by spouse

**Total beneficial interest in Ordinary Shares, including those of spouse, as well as his interest in Ordinary Shares held in Bare Trust for his grandchildren

 

Holdings in Company

 

The Company have also been informed by Myrtledare Corp and Rivomore Limited, related family holdings, that their combined direct interest in the Company has been reduced from 2,428,711 Ordinary Shares to 2,074,308 Ordinary Shares, representing 19.88% of the issued share capital of the Company.

 

Admission and Total Voting Rights

 

The Company has issued and allotted 230,475 new Ordinary Shares to satisfy the exercise of options by Barry Mence, Arif Karimjee, Andy Michuda and certain employees. Application will be made to the London Stock Exchange for the 230,475 new Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective and trading will commence at 8.00 a.m. on 5 March 2021.

 

Following Admission, the total number of Ordinary Shares in issue will be 10,433,363 and the total number of voting rights will therefore be 10,433,363. 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

 

Capitalised terms have the same meaning as those in the announcement of the Company made at 1.36 p.m on 26 February 2021.

 

 For further information contact:

Barry Mence, Chairman
Arif Karimjee, CFO

+ 44 (0) 1276 919 560

Carl Holmes / Giles Rolls (Corporate Finance)

Alice Lane / Sunila de Silva (ECM)

+ 44 (0) 20 7220 0500

 

About Sopheon. Sopheon (LSE: SPE) partners with customers to provide complete enterprise innovation management solutions including software, expertise, and best practices, that enable them to achieve exceptional long-term revenue growth and profitability. Sopheon's Accolade solution provides unique, fully-integrated coverage for the entire innovation management and new product development lifecycle, including strategic innovation planning, roadmapping, idea and concept development, process and project management, portfolio management and resource planning. Sopheon's solutions have been implemented by over 200 customers with over 60,000 users in over 50 countries. Sopheon is listed on AIM, operated by the London Stock Exchange. For more information, please visit www.sopheon.com .

 

 

 

Important Notice

 

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS  AS DEFINED IN ARTICLE 2(E) OF EU DIRECTIVE  2017/1129 (THE "EU PROSPECTUS REGULATION"); OR (2) IN THE UNITED KINGDOM, QUALIFIED INVESTORS  AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ALSO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 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.

 

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful.

 

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States or of Canada, Australia, South Africa or Japan or of any other jurisdiction. Such securities may not be offered, transferred or sold, directly or indirectly in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not otherwise subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of such securities in the United States or in any other jurisdiction.

 

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, 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. 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 from 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 the United States, Australia, Canada, the Republic of South Africa or Japan.  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 the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

 

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or the EU Prospectus Regulation, as appropriate.  Accordingly, no prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Bookrunner or any of their respective affiliates. This announcement does not purport to identify or suggest risks (direct or indirect) which may be associated with an investment in the Company.

 

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. 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 distribution of this announcement and the offering or sale of the Placing Shares  in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Bookrunner or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares  in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company / Selling Shareholders and the Bookrunner to inform themselves about and to observe any applicable restrictions.

 

The Bookrunner, which is authorised and regulated by the Financial Conduct Authority (FCA) in the United Kingdom is acting only for the Company in connection with the Placing. The Bookrunner will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections offered to their respective clients nor for providing advice in relation to the Placing or any matters referred to in this announcement.

 

The Bookrunner and any of its respective affiliates acting as an investor for its own account may participate in the offering on a proprietary basis and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition it may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares . The Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

 

Neither the Bookrunner, nor any of its respective directors, unlimited partners, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company  or its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

 

This announcement 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 the Company's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. No assurances can be given that the forward-looking statements in this announcement 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. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made.  Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

 

No statement in this announcement is intended to be a profit forecast or estimate, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

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, and persons needing advice should consult an independent financial adviser.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

 

 

 

 

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)

Name

Andy Michuda

2.               

Reason for the Notification

a)

Position/status

Director/PDMR

b)

Initial notification/Amendment

Initial notification

 

3.    

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Sopheon plc

b)

LEI

213800TA9E6UG2WWG646

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

Sale of Ordinary Shares

Exercise of Options

 

 

Identification code

GB00BSZM1369

b)

Nature of the transaction

Exercise of Options and Sale of Shares

 

c)

Price(s) and volume(s)

 

Exercise Price(s)

Volume(s)

£1.05

£0.85

£0.875

100,880

49,000

15,120

 

 

Sale Price(s)

Volume(s)

900p

185,036

 

d)

Aggregated information:

·      Aggregated volume

·      Price

See above

e)

Date of the transaction

26 February 2021

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 

 

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)

Name

Barry Mence and Maria Mence

2.               

Reason for the Notification

a)

Position/status

Director/PDMR and PCA

b)

Initial notification/Amendment

Initial notification

 

3.    

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Sopheon plc

b)

LEI

213800TA9E6UG2WWG646

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

Sale of Ordinary Shares

Exercise of Options

 

 

Identification code

GB00BSZM1369

b)

Nature of the transaction

Sale of Shares

 

c)

Price(s) and volume(s)

Barry Mence

 

Exercise Price(s)

Volume(s)

£1.05

£0.85

6,125

18,125

 

Sale Price(s)

Volume(s)

900p

355,079

 

Maria Mence

Sale Price(s)

Volume(s)

900p

1,750

 

d)

Aggregated information:

·      Aggregated volume

·      Price

See above

e)

Date of the transaction

26 February 2021

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 

 

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)

Name

Arif Karimjee and Fiona Karimjee

2.               

Reason for the Notification

a)

Position/status

Director/PDMR and PCA

b)

Initial notification/Amendment

Initial notification

 

1.    

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Sopheon plc

b)

LEI

213800TA9E6UG2WWG646

2.    

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

Sale of Ordinary Shares

Exercise of Options

 

 

Identification code

GB00BSZM1369

b)

Nature of the transaction

Sale of Shares

 

c)

Price(s) and volume(s)

Arif Karimjee

Exercise Price(s)

Volume(s)

£1.05

£0.85

£0.875

3,125

26,875

5,850

 

Arif Karimjee

Sale Price(s)

Volume(s)

900p

35,850

 

Fiona Karimjee

Sale Price(s)

Volume(s)

900p

12,493

 

d)

Aggregated information:

·      Aggregated volume

·      Price

See above

e)

Date of the transaction

26 February 2021

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 

 

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)

Name

Stuart Silcock and Christine Silcock

2.               

Reason for the Notification

a)

Position/status

Director/PDMR and PCA

b)

Initial notification/Amendment

Initial notification

 

3.    

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Sopheon plc

b)

LEI

213800TA9E6UG2WWG646

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

Sale of Ordinary Shares

Transfer to Spouse

 

Identification code

GB00BSZM1369

b)

Nature of the transaction

Sale of Shares

 

c)

Price(s) and volume(s)

Stuart Silcock

Transfer Price(s)

Volume(s)

Nil

6,000

 

Stuart Silcock

Sale Price(s)

Volume(s)

900p

160,500

 

Christine Silcock

Sale Price(s)

Volume(s)

900p

6,000

 

d)

Aggregated information:

·      Aggregated volume

·      Price

As above

e)

Date of the transaction

26 February 2021

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 

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