TIDMG4M
RNS Number : 6104F
Gear4music (Holdings) PLC
19 May 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
For immediate release 19 May 2017
Gear4music (Holdings) plc
Results of Placing
Gear4music (Holdings) plc, the largest UK based online retailer
of musical instruments and music equipment, is pleased to announce
the successful completion of the Placing announced on 18 May
2017.
A total of 1,449,000 Placing Shares, comprising 610,000 New
Shares and 839,000 Sale Shares, have been placed by Panmure Gordon
at a price of 690 pence per share. The Placing has, pursuant to the
issue of the New Shares, raised approximately GBP4.2 million
(before expenses) for the Company.
Panmure Gordon is acting as Bookrunner in connection with the
Bookbuild.
Andrew Wass, Gear4music's Chief Executive Officer, said:
"We are delighted with the level of support for our
oversubscribed fundraising. We would like to take the opportunity
to welcome new shareholders onto our register as well as thank our
existing investors for their continued support. We look forward to
putting the funds raised to work in the Group in executing our
organic growth strategy for the business."
Dealings by persons discharging managerial responsibilities
("PDMRs"), exercise of warrant and application for admission to
trading on AIM
As part of the arrangements for the Placing, certain of the
Company's Directors (each of whom is classified as a PDMR of the
Company) have sold, in aggregate, 839,000 Sale Shares at the
Placing Price.
In addition, pursuant to the full exercise of a warrant
instrument ("Instrument"), the Company will issue a further 100,782
new Ordinary Shares ("Warrant Shares") to the warrantholder. The
Company will receive approximately GBP0.14 million as a result of
the exercise of the Instrument.
Application has been made to the London Stock Exchange for
admission to trading of 710,782 new Ordinary Shares (being the
610,000 New Shares and the 100,782 Warrant Shares) on AIM
("Admission"). It is expected that Admission will take place at
8:00 a.m. on or around 24 May 2017 (at which time the Placing and
exercise of the Instrument will become unconditional) and that
dealings in the New Shares and Warrant Shares on AIM will commence
at the same time.
The New Shares and Warrant Shares will, when issued, be credited
as fully paid and will rank pari passu in all respects with the
existing Ordinary Shares in the capital of the Company, including
the right to receive all dividends or other distributions made,
paid or declared in respect of such shares after the date of issue
of the New Shares and Warrant Shares.
The interests of the relevant Directors in the current issued
share capital and the Company's issued share capital, as enlarged
by the issue of the New Shares under the Placing and the Warrant
Shares and immediately following Admission, are set out below:
% of issued
No. % of No. Ordinary share
Ordinary current Shares capital
Shares issued held immediately immediately
currently share following following
held capital Admission Admission
Andrew Wass (Chief
Executive Officer) 7,886,993 39.1% 7,161,993 34.3%
Chris Scott (Chief
Financial Officer) 120,462 0.6% 90,462 0.4%
Gareth Bevan (Chief
Commercial Officer) 134,382 0.7% 100,382 0.5%
Dean Murray (Non-Executive
Director) 249,520 1.2% 199,520 1.0%
As part of the arrangements for the Placing, Mr Wass has
undertaken to the Company and Panmure Gordon that, except in
certain limited circumstances, he will not dispose of any interest
in Ordinary Shares in which he or his connected persons are
interested immediately following Admission for a period of 12
months from the date of Admission.
Unless the context requires otherwise, capitalised terms in this
announcement have the same meanings as defined in the Company's
announcement of the Placing released via RNS on 18 May 2017.
Total voting rights
Gear4music's enlarged issued ordinary share capital immediately
following Admission will be 20,867,121 Ordinary Shares with voting
rights attached. The Company has no shares in Treasury; therefore
the total number of voting rights in Gear4music is 20,867,121. This
figure may be used by shareholders as the denominator for the
calculations by which they will determine whether they are required
to notify an interest in, or a change to their interest in, the
share capital of the Company under the FCA's Disclosure and
Transparency Rules.
For further information please contact:
+44 20 3128
Gear4music 8100
Andrew Wass, Chief Executive Officer
Chris Scott, Chief Financial Officer
Panmure Gordon
(Nominated Adviser, Broker and +44 20 7886
Bookrunner) 2500
Andrew Godber / Peter Steel - Investment
Banking
Erik Anderson / Tom Salvesen -
Corporate Broking
+44 20 3128
MHP Communications (Financial PR) 8100
Andrew Leach
Simon Hockridge
Pete Lambie
The notification below, made in accordance with the requirements
of the EU Market Abuse Regulation, provides further detail.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities ("PDMRs") and persons
closely associated ("PCAs") with them.
1 Details of the person discharging managerial
responsibilities / person closely associated
--- ---------------------------------------------------------------
a) Names Andrew Wass, Christopher Scott,
Gareth Bevan, Dean Murray
--- ----------------------- --------------------------------------
2 Reason for the notification
--- ---------------------------------------------------------------
a) Position/status Andrew Wass - Chief Executive
Officer and PDMR
Christopher Scott - Chief Financial
Officer and PDMR
Gareth Bevan - Chief Commercial
Officer and PDMR
Dean Murray - Non-Executive Director
and PDMR
--- ----------------------- --------------------------------------
b) Initial notification Initial Notification
/Amendment
--- ----------------------- --------------------------------------
3 Details of the issuer, emission allowance market
participant, auction platform, auctioneer or
auction monitor
--- ---------------------------------------------------------------
a) Name Gear4music (Holdings) plc
--- ----------------------- --------------------------------------
b) LEI 2138005H4W74HDGSFC49
--- ----------------------- --------------------------------------
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 Ordinary Shares of 10 pence each
of the financial
instrument,
type of instrument
--- ----------------------- --------------------------------------
b) Identification GB00BW9PJQ87
code
--- ----------------------- --------------------------------------
c) Nature of the
transactions Sale of Ordinary Shares
--- ----------------------- --------------------------------------
d) Price(s) and Andrew Wass - 725,000 Ordinary
volume(s) Shares
Chris Scott - 30,000 Ordinary
Shares
Gareth Bevan - 34,000 Ordinary
Shares
Dean Murray - 50,000 Ordinary
Shares
Price: 690 pence per Ordinary
Share
--- ----------------------- --------------------------------------
d) Aggregated information N/A
- Aggregated
volume
- Price
--- ----------------------- --------------------------------------
e) Date of the 19 May 2017
transactions
--- ----------------------- --------------------------------------
f) Place of the London Stock Exchange, AIM Market
transaction (XLON)
--- ----------------------- --------------------------------------
Name of authorised official of issuer responsible for making
notification:
Chris Scott
Company Secretary to Gear4music (Holdings) plc
This information is provided by RNS
The company news service from the London Stock Exchange
END
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