TIDMLOOP
RNS Number : 7242R
LoopUp Group PLC
25 September 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, THE UNITED
STATES OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE
UNITED STATES.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
LOOPUP GROUP PLC
("LoopUp Group" or the "Group")
Completion of Secondary Placing of Shares,
Notification of Director/PDMR Dealings and Issue of Equity
LoopUp Group plc (LSE AIM: LOOP), the premium remote meetings
company, is pleased to confirm that, further to the Group's
announcement earlier today, certain shareholders and former and
existing employees, including PDMRs, have sold shares at 260 pence
per Ordinary Share (the "Sale Price") in order to satisfy
institutional demand and increase the Group's free float (the
"Sale"). In aggregate, 3,423,838 Ordinary Shares were subject to
the Sale, representing 8.14% of the Group's enlarged issued share
capital. The Group will not receive any proceeds from the Sale. The
Sale was executed by Panmure Gordon (UK) Limited ("Panmure Gordon")
who is the Company's Nominated Adviser and Broker.
The Group has also issued, in aggregate, 1,099,077 new Ordinary
Shares as a result of an exercise of options by former and existing
employees, including PDMRs. These options were exercised at a
weighted average price of 74.07 pence each resulting in the Group
receiving GBP814,057.75 of gross proceeds. Following this issue of
new Ordinary Shares, the Group will have a total of 42,069,727
Ordinary Shares in issue (the "Enlarged Issued Share Capital").
Director/PDMR sale of shares and exercise of options
Resultant holding
-------------------------------------
% of Options
Current No. of Enlarged over
no. Ordinary No. of Issued no.
of Ordinary Options Shares Ordinary Share of Ordinary
PDMR Shares exercised sold Shares Capital Shares
--------------- ------------- ----------- ------------ ---------- ---------- -------------
Steve Flavell 2,727,294 880,000 (1,080,000) 2,527,294 6.01% -
Michael
Hughes 2,707,294 - (250,000) 2,457,294 5.84% 880,000
Simon Healey 30,275 30,275 (60,550) - - 100,000
Marcus
Greensit 315,422 - (165,422) 150,000 0.36% 300,000
Katherine
Nellums - 38,888 (38,888) - - 61,112
Steve Flavell, the co-CEO of the Group, has sold 200,000 of his
existing Ordinary Shares and 880,000 Ordinary Shares that were a
result of an exercise of options at a price of 75 pence each. In
aggregate, Mr. Flavell has sold 1,080,000 Ordinary Shares at the
Sale Price. Following the Sale, Mr. Flavell will have a beneficial
interest of 2,527,294 Ordinary Shares representing 6.01% of the
Group's Enlarged Issued Share Capital. Mr. Flavell has agreed with
Panmure Gordon that these 2,527,294 Ordinary Shares will be subject
to a 12 month lock-in from the date of this notification, subject
to customary exceptions.
Michael Hughes, the co-CEO of the Group, has sold 250,000 of his
existing Ordinary Shares at the Sale Price. Following the Sale, Mr.
Hughes will have a beneficial interest of 2,457,294 Ordinary Shares
representing 5.84% of the Group's Enlarged Issued Share Capital.
Mr. Hughes will also continue to hold options over 880,000 Ordinary
Shares. Mr. Hughes has agreed with Panmure Gordon that his
resultant holding of 2,457,294 Ordinary Shares and options over
880,000 Ordinary Shares will be subject to a 12 month lock-in from
the date of this notification, subject to customary exceptions.
Simon Healey, the CFO of the Group, has sold 30,275 of his
existing Ordinary Shares and 30,275 Ordinary Shares that were a
result of an exercise of options at a price of 75 pence each. In
aggregate, Mr. Healey has sold 60,550 Ordinary Shares at the Sale
Price. Following the Sale, Mr. Healey will hold options over
100,000 Ordinary Shares. Mr. Healey has agreed with Panmure Gordon
that these 100,000 options will be subject to a 12 month lock-in
from the date of this notification, subject to customary
exceptions.
Marcus Greensit, the COO of the Group, has sold 165,422 of his
existing Ordinary Shares at the Sale Price. Following the Sale, Mr.
Greensit will have a beneficial interest of 150,000 Ordinary Shares
representing 0.38% of the Group's Enlarged Issued Share Capital. Mr
Greensit will also continue to hold options over 300,000 Ordinary
Shares. These 150,000 Ordinary Shares and options over 300,000
Ordinary Shares will continue being subject to orderly market
arrangements undertaken on Admission.
Katherine Nellums, Vice President of Marketing of the Group, as
a result of an exercise of options at a price of 75 pence each, has
sold 38,888 Ordinary Shares at the Sale Price. Following the Sale,
Ms. Nellums will hold options over 61,112 Ordinary Shares, which
will continue being subject to orderly market arrangements
undertaken on Admission.
Issue of Equity
The Group has also issued, in aggregate, 1,099,077 new Ordinary
Shares as a result of an exercise of options by former and existing
employees, including the PDMRs.
An application has been made for the 1,099,077 new Ordinary
Shares to be admitted to trading on AIM. It is expected that the
dealings in these new Ordinary Shares will commence on 29 September
2017. The new Ordinary Shares will rank pari passu with the
existing Ordinary Shares.
Following Admission, the Group will have in issue a total of
42,069,727 Ordinary Shares. The Group does not hold any Ordinary
Shares in treasury.
For further information:
LoopUp Group PLC via FTI Consulting,
LLP
Steve Flavell, co-CEO
+44 (0) 207
Panmure Gordon (UK) Limited 886 2500
Dominic Morley / Alina Vaskina
(Corporate Finance)
Erik Anderson / Amy Sarra (Corporate
Broking)
+44 (0) 203
FTI Consulting, LLP 727 1000
Matt Dixon / Chris Lane / Roger
Newby
About LoopUp Group plc
LoopUp (LSE AIM: LOOP) is a premium remote meetings solution.
Streamlined and intuitive, LoopUp is built for business users and
delivers the quality, security and reliability required in the
enterprise. One-click screen sharing and integration with tools
business people use every day, like Outlook(TM), make it easy for
LoopUp users to collaborate in real time. LoopUp's award-winning
SaaS solution doesn't overwhelm users with features, and doesn't
require training. Over 2,000 enterprises worldwide, including
Travelex, Kia Motors America, Planet Hollywood, National
Geographic, and Subaru trust LoopUp with their remote meetings.
The Group is headquartered in London, with offices in San
Francisco, New York, Boston, Hong Kong and Barbados, and is listed
on the AIM market of the London Stock Exchange (LOOP). For further
information, please visit: www.loopup.com.
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) Names 1. Steve Flavell
2. Michael Hughes
3. Simon Healey
4. Marcus Greensit
5. Katherine Nellums
--- ------------------------ -----------------------------------
2 Reason for the notification
--- -------------------------------------------------------------
a) Position/status Classified as PDMRs of the Company
--- ------------------------ -----------------------------------
b) Initial notification Initial Notification
/Amendment
--- ------------------------ -----------------------------------
3 Details of the issuer, emission allowance market
participant, auction platform, auctioneer or
auction monitor
--- -------------------------------------------------------------
a) Name LoopUp Group plc
--- ------------------------ -----------------------------------
b) LEI N/A
--- ------------------------ -----------------------------------
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 Ordinary Shares of 0.5p each
the financial
instrument, type
of instrument
--- ------------------------ -----------------------------------
b) Identification GB00BYQP6S60
code
--- ------------------------ -----------------------------------
c) Nature of the Sale of Ordinary Shares
transaction
--- ------------------------ -----------------------------------
d) Price(s) and Price(s) Volume(s)
volume(s) --------- ----------------------
1. 260p 1. 1,080,000 Ordinary
Shares
--------- ----------------------
2. 260p 2. 250,000 Ordinary
Shares
--------- ----------------------
3. 260p 3. 60,550 Ordinary
Shares
--------- ----------------------
4. 260p 4. 165,422 Ordinary
Shares
--------- ----------------------
5. 260p 5. 38,888 Ordinary
Shares
--------- ----------------------
--- ------------------------ -----------------------------------
d) Aggregated information 1,594,860 Ordinary Shares
- Aggregated 260p
volume
- Price
--- ------------------------ -----------------------------------
e) Date of the transaction 25 September 2017
--- ------------------------ -----------------------------------
f) Place of the London Stock Exchange
transaction
--- ------------------------ -----------------------------------
1 Details of the person discharging managerial
responsibilities / person closely associated
--- -------------------------------------------------------------
a) Names 1. Steve Flavell
2. Michael Hughes
3. Simon Healey
4. Marcus Greensit
5. Katherine Nellums
--- ------------------------ -----------------------------------
2 Reason for the notification
--- -------------------------------------------------------------
a) Position/status Classified as PDMRs of the Company
--- ------------------------ -----------------------------------
b) Initial notification Initial Notification
/Amendment
--- ------------------------ -----------------------------------
3 Details of the issuer, emission allowance market
participant, auction platform, auctioneer or
auction monitor
--- -------------------------------------------------------------
a) Name LoopUp Group plc
--- ------------------------ -----------------------------------
b) LEI N/A
--- ------------------------ -----------------------------------
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 Options over Ordinary Shares
the financial of 0.5p each
instrument, type
of instrument
--- ------------------------ -----------------------------------
b) Identification GB00BYQP6S60
code
--- ------------------------ -----------------------------------
c) Nature of the Exercise of options over Ordinary
transaction Shares
--- ------------------------ -----------------------------------
d) Price(s) and Price(s) Volume(s)
volume(s) --------- -------------------
1. 75p 1. 880,000 options
--------- -------------------
2. N/A 2. N/A
--------- -------------------
3. 75p 3. 30,275 options
--------- -------------------
4. N/A 4. N/A
--------- -------------------
5. 75p 5. 38,888 options
--------- -------------------
--- ------------------------ -----------------------------------
d) Aggregated information 949,163
- Aggregated Weighted average price of 75p
volume each
- Price
--- ------------------------ -----------------------------------
e) Date of the transaction 25 September 2017
--- ------------------------ -----------------------------------
f) Place of the London Stock Exchange
transaction
--- ------------------------ -----------------------------------
IMPORTANT NOTICE
The distribution of this announcement and the offer and sale of
the Sale Shares in certain jurisdictions may be restricted by law.
The Sale Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Sale Shares in such jurisdiction. No action has been taken by
LoopUp Group, Panmure Gordon or any of their respective affiliates
that would permit an offering of the Sale Shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such securities in any jurisdiction
where action for that purpose is required.
This announcement is not for publication, distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and dependencies, any State of
the United States and the District of Columbia), Australia, Canada,
Japan or Republic of South Africa or any other jurisdiction where
such an announcement would be unlawful. 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 securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. Neither this document nor the information contained herein
constitutes or forms part of an offer to sell or the solicitation
of an offer to buy securities in the United States. There will be
no public offer of any securities in the United States or in any
other jurisdiction.
In member states of the European Economic Area ("EEA") which
have implemented the Prospectus Directive (each, a "Relevant Member
State"), this announcement and any offer if made subsequently is
directed exclusively at persons who are 'qualified investors'
within the meaning of the Prospectus Directive ("Qualified
Investors"). For these purposes, the expression 'Prospectus
Directive' means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented
in a Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State and the expression '2010 PD
Amending Directive' means Directive 2010/73/EU. In the United
Kingdom this announcement is directed exclusively at Qualified
Investors (i) who have professional experience in matters relating
to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order") or (ii) who fall within Article 49(2) (A) to
(D) of the Order, or (iii) to whom it may otherwise lawfully be
communicated.
This announcement is not an offer of securities or investments
for sale nor a solicitation of an offer to buy securities or
investments in any jurisdiction where such offer or solicitation
would be unlawful. No action has been taken that would permit an
offering of the securities or possession or distribution of this
announcement in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required to inform themselves about and to observe any such
restrictions.
Panmure Gordon is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, and is acting exclusively
for the Company and the selling shareholders and for no one else in
connection with the Sale and will not regard any other person as a
client in relation to the Sale and will not be responsible to any
other person for providing the protections afforded to its clients
nor for providing advice in relation to the Sale or any other
matter referred to in this announcement.
This document 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 LoopUp Group's business, in
particular from changes in political conditions, economic
conditions, evolving business strategy, or the retail industry. No
assurances can be given that the forward-looking statements in this
document 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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