9 June 2021
The Panoply Holdings PLC
("The Panoply", or the "Group")
Issue of Shares and PDMR dealings
The Panoply Holdings PLC, the technology-enabled services group focused on digital transformation, announces that the Group has today issued 229,452 new ordinary shares of 1 pence each in respect of outstanding acquisition consideration totalling £637,339 ("Earnout Shares") and 3,400 new ordinary shares of 1 pence in respect of the Share Incentive Plan ("SIP").
The SIP Trustees (Cytec Trustees Limited) acquired a total of 3,400 shares (the "Partnership Shares") on 8 June 2021 at a price of £2.88 per Ordinary Share and total cost of £9,792. The Partnership Shares were acquired by purchase in the market and allocated to those Group employees participating in its Share Incentive Plan (SIP) scheme. As set out at the time of the announcement of The Panoply's interim results on 30 November 2020, this SIP Plan is designed to reward and incentivise employees of the Group through tax-efficient salary sacrifice and a free matching award of Ordinary Shares on a one-for-one basis. Accordingly, on 9 June 2021, the SIP Trustees also allocated a total of 3,400 matching shares (the "Matching Shares") under the SIP. The Matching Shares are covered by the Group's block listing as announced on 15 January 2021.
Neal Gandhi and Oliver Rigby received Earnout Shares in respect of the acquisitions, together with 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 | 40,653 | 52 | 52 | 10,197,797 | 12.5% |
| Oliver Rigby | 1,086 | 52 | 52 | 5,101,878 | 6.3% |
Remaining value of acquisition consideration to be issued
Following the issue, the Company has additional consideration to pay totalling £7,798,537. The maximum further shares to be issued as a result of this consideration is 10,005,010, which reduces to 2,689,151 assuming the share price remained constant at £2.90, being the closing mid-market price on 3 June 2021. 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 £2.90 |
| 4,028 | 74p | 5,442 | 1,389 |
| 1,306 | 82p | 1,593 | 450 |
| 478 | 82.5p | 580 | 165 |
| 1,987 | 83.125p | 2,390 | 685 |
| 7,799 |
| 10,005 | 2,689 |
| Timing of payment of acquisition consideration | Value £'000s |
| Within the next 6 months | 3,600 |
| Between 6-12 months | 2,207 |
| After 12 months | 1,992 |
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 14 June 2021. The Matching Shares are covered by the Group's block listing as announced on 15 January 2021.
Following this issue of Earnout Shares and Matching Shares the Company will have 81,381,026 Ordinary Shares in issue and no Ordinary Shares in treasury. Therefore, the total voting rights in The Panoply will be 81,381,026. 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 |
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| a) | Name |
| Neal Gandhi |
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| 2 |
| Reason for the notification | |
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| a) | Position/status |
| Chief Executive Officer |
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| b) | Initial notification /Amendment |
| Initial notification |
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| 3
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| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
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| a) | Name |
| The Panoply Holdings Plc |
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| b) | LEI |
| 2138004S9O18Q6F9MS74 |
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| 4
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| 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 |
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| Identification code |
| ISIN: GB00BGGK0V60 |
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| b) | Nature of the transaction |
| Receipt of vendor consideration shares and purchase and allocation of Partnership and Matching Shares, respectively, under The Panoply Holdings PLC Share Incentive Plan |
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| c) Price(s) and volume(s) |
| Earnout Shares: 5,432 ordinary shares at 275.00p 35,221 ordinary shares at 284.15p Matching Shares: 52 ordinary shares at 288p
Partnership Shares: 52 ordinary shares at 288p |
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| d)
| Aggregated information |
| Earnout Shares: 40,653 shares £115,018
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| - Aggregated volume |
| Matching Shares: 52 shares £150 |
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| - Price |
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Partnership Shares: 52 shares £150
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| e) | Date of the transaction |
| 09 June 2021 |
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| f) | Place of the transaction |
| Earnout Shares and Matching Shares took place outside a trading venue
Partnership Shares acquired on AIM |
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| 1 |
| Details of the person discharging managerial responsibilities / person closely associated | |
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| a) | Name |
| Oliver Rigby |
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| 2 |
| Reason for the notification | |
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| a) | Position/status |
| Chief Financial Officer |
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| b) | Initial notification /Amendment |
| Initial notification |
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| 3
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| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| |
| a) | Name |
| The Panoply Holdings Plc |
| |
| b) | LEI |
| 2138004S9O18Q6F9MS74 |
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| 4
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| 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 |
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| 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 The Panoply Holdings PLC Share Incentive Plan |
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| c) Price(s) and volume(s) |
| Earnout Shares: 1,086 ordinary shares at 275.00p Matching Shares: 52 ordinary shares at 288p
Partnership Shares: 52 ordinary shares at 288p |
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| d)
| Aggregated information |
| Earnout Shares: 1,086 shares £2,986
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| - Aggregated volume |
| Matching Shares: 52 shares £150 |
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| - Price |
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Partnership Shares: 52 shares £150
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| e) | Date of the transaction |
| 09 June 2021 |
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| f) | Place of the transaction | | Earnout Shares and Matching Shares took place outside a trading venue
Partnership Shares acquired on AIM |
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