TIDMPURP
RNS Number : 6202Z
Purplebricks Group PLC
16 March 2017
The information contained in this announcement is inside
information for the purposes of article 7 of Regulation
596/2014.
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, JERSEY OR SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
16 March 2017
PLACING OF 7,927,303 ORDINARY SHARES IN PURPLEBRICKS GROUP PLC
(THE "COMPANY") BY CERTAIN DIRECTORS AND PDMRS OF THE COMPANY, AND
CERTAIN OF THEIR CONNECTED PERSONS (TOGETHER THE "SELLERS")
On 15 March 2017, it was announced that certain directors and
PDMRs of the Company, and certain of their connected persons,
intended to sell approximately 7.9 million ordinary shares in the
Company (the "Placing Shares") via an accelerated bookbuild to
institutional investors (the "Placing").
The Company and the Sellers announce that subsequent to that
announcement, on 15 March 2017 the Sellers sold 7,927,303 Placing
Shares, representing approximately 2.9% of the Company's issued
share capital. The Placing Shares were placed at a price of 300
pence per Placing Share and were sold to institutional investors.
Zeus Capital Limited ("Zeus Capital"), Peel Hunt LLP ("Peel Hunt")
and Investec Bank plc ("Investec") acted for the Sellers in
connection with the Placing (the "Joint Bookrunners").
Details of the number of Placing Shares sold by certain of the
Sellers, being Directors of the Company or their connected persons,
are as follows:
Shareholding Number Resultant holding(1)
pre-placing(1) of Placing
Shares
sold
Seller Role Number Percentage Number Percentage
of ordinary of issued of ordinary of issued
shares share shares share capital
capital
------------------- --------------- ------------ ---------- ----------- ------------ --------------
Chief
Michael Executive
Bruce(2) Officer 41,329,258 15.28 3,666,667 37,662,591 13.92
------------------- --------------- ------------ ---------- ----------- ------------ --------------
Chief
Financial
Neil Cartwright(3) Officer 2,101,502 0.78 1,000,000 1,101,502 0.41
------------------- --------------- ------------ ---------- ----------- ------------ --------------
Independent
William Non-Executive
Whitehorn Director 1,088,269 0.40 250,000 838,269 0.31
(1) Including those shares held by members of the shareholder's
family as defined in the AIM Rules for Companies
(2) The Placing Shares sold were held by Isabel Bruce, wife of
Michael Bruce. Michael Bruce and his connected persons also hold
options over 2,522,585 ordinary shares in the Company
(3) Neil Cartwright also holds options over 757,492 ordinary shares in the Company
Details of the number of Placing Shares sold by certain of the
Sellers, being Persons Discharging Managerial Responsibilities
("PDMRs"), are as follows:
Seller Role Number of Placing Shares
sold
--------------- ---------------------- ------------------------
Matthew Farrow Finance Director 333,333
--------------- ---------------------- ------------------------
Kenneth Bruce Sales Director 2,137,303
--------------- ---------------------- ------------------------
James Kydd Director of Marketing 140,000
--------------- ---------------------- ------------------------
Chief Information
David Shepherd Officer 300,000
--------------- ---------------------- ------------------------
Chief Technology
David Kavanagh Officer 100,000
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 and persons closely
associated with them.
1 Details of the person discharging managerial
responsibilities / person closely associated
--- -----------------------------------------------------------------
a) Name 1. Isabel Bruce
2. Neil Cartwright
3. William Whitehorn
4. Matthew Farrow
5. Kenneth Bruce
6. James Kydd
7. David Shepherd
8. David Kavanagh
--- ------------------ ---------------------------------------------
2 Reason for the notification
--- -----------------------------------------------------------------
a) Position/status 1. Person closely associated with
Michael Bruce, Chief Executive Officer
2. Finance Director
3. Independent Non-Executive Director
4. Finance Director
5. Sales Director
6. Director of Marketing
7. Chief Information Officer
8. Chief Technology Officer
--- ------------------ ---------------------------------------------
b) Initial Initial notification
notification
/Amendment
--- ------------------ ---------------------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
--- -----------------------------------------------------------------
a) Name Purplebricks Group plc
--- ------------------ ---------------------------------------------
b) LEI (Pending)
--- ------------------ ---------------------------------------------
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 GBP0.01 each
of the financial
instrument, ISIN: GB00BYV2MV74
type of
instrument
Identification
code
--- ------------------ ---------------------------------------------
b) Nature of Sale of ordinary shares
the transaction
--- ------------------ ---------------------------------------------
c) Price(s) Price No. of
and volume(s) shares
----------------- -------------------
1. GBP3.00 1. 3,666,667
2. GBP3.00 2. 1,000,000
3. GBP3.00 3. 250,000
4. GBP3.00 4. 333,333
5. GBP3.00 5. 2,137,303
6. GBP3.00 6. 140,000
7. GBP3.00 7. 300,000
8. GBP3.00 8. 100,000
----------------- -------------------
--- ------------------ ---------------------------------------------
d) Aggregated Volume: 7,927,303
information Weighted average price: GBP3.00
- Aggregated
volume
- Price
--- ------------------ ---------------------------------------------
e) Date of 15 March 2017
the transaction
--- ------------------ ---------------------------------------------
f) Place of London Stock Exchange, AIM
the transaction
--- ------------------ ---------------------------------------------
Enquiries:
Purplebricks +44 (0) 20 7457 2020
Michael Bruce
Zeus Capital +44 (0) 20 3829 5000
Ben Robertson, Nicholas How, John Goold, Pippa Underwood
Peel Hunt +44 (0) 20 7418 8900
Dan Webster, Jock Maxwell Macdonald, George Sellar
Investec +44 (0) 20 7597 5970
Keith Anderson, Carlton Nelson, Neil Coleman
Instinctif Partners +44 (0) 20 7457 2020
David Simonson, Mark Reed, George Yeomans
This announcement is released on behalf of the Company and the
Sellers. The person responsible for arranging for the release of
this announcement on behalf of the Company is Michael Bruce, Chief
Executive Officer.
Important information
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, Jersey or Japan or in any other jurisdiction in which such
an offer or solicitation is unlawful.
The securities referred to herein 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. Such securities may not be
offered or sold 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 securities referred to herein 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.
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, Jersey 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 Sellers, Zeus Capital, Peel
Hunt, Investec or any of their respective affiliates or connected
persons 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.
Zeus Capital Limited is authorised and regulated in the United
Kingdom by the FCA and is acting as joint bookrunner to the Sellers
in respect of the Placing. Peel Hunt LLP is authorised and
regulated in the United Kingdom by the FCA and is acting as joint
bookrunner to the Sellers in respect of the Placing. Investec Bank
plc, which is authorised in the United Kingdom by the Prudential
Regulatory Authority ("PRA") and is regulated in the United Kingdom
by the PRA and the FCA, is acting as joint bookrunner to the
Sellers in respect of the Placing. Each of Zeus Capital, Peel Hunt
and Investec is acting for the Sellers and for no-one else in
connection with the Placing, and will not be treating any other
person as its respective client in relation thereto and will not be
responsible for providing the regulatory protections afforded to
its customers nor for providing advice in connection with the
Placing or any other matters referred to herein and apart from the
responsibilities and liabilities (if any) imposed on Zeus Capital,
Peel Hunt or Investec, as the case may be, by Financial Services
and Markets Act 2000 (as amended), any liability therefor is
expressly disclaimed.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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