TIDMSTB
RNS Number : 5461O
Secure Trust Bank PLC
07 November 2016
Secure Trust Bank PLC
7 November 2016
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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 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, NOR SHALL THERE BE ANY SALE OF THE
SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT
Secure Trust Bank PLC ("Secure Trust" or the "Company")
Exercise of Options, Issue of Equity and Director
Shareholdings
Secure Trust announces that, following satisfaction of the
relevant performance conditions, the remaining 460,419 options
under the Company's share option scheme have fully vested. The
Company also announces that it has today been notified of the
exercise of these options over a total of 283,335 ordinary shares
of 40 pence each ("Ordinary Shares") at an exercise price of 720
pence each. The following share option exercises have been made and
accordingly the Company will issue 283,335 new ordinary shares
("New Shares") as detailed below:
Name: Options Director/PDMR/Employee
exercised:
Andrew Salmon: 141,667 Director
Jonathan Bowers: 35,417 PDMR
Kevin Hayes: 35,417 PDMR
David Nield: 35,417 PDMR
Anne McKenning: 21,250 PDMR
Jonathan Wilson: 14,167 Employee
The effect of the issue of the New Shares is to increase the
Common Equity Tier 1 capital of the Company by GBP2.04 million.
Options over the balance of 177,084 Ordinary Shares under the
share option scheme have vested but have not been exercised and
remain available for exercise.
Application has been made for the New Shares to be admitted to
the premium segment of the Official List of the UK Listing
Authority (the "Official List") and to trading on London Stock
Exchange plc's main market ("Main Market") for listed securities
(together, "Admission"). The shares will rank pari passu with the
existing issued shares of the Company and Admission is expected to
occur on 9 November 2016.
Following Admission, the Company will have a total of 18,475,229
Ordinary Shares in issue (the "Enlarged Share Capital") each
carrying one voting right. The Company does not hold any Ordinary
Shares in Treasury. This figure of 18,475,229 Ordinary Shares 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 and Transparency Rules.
Placing
The Company was also notified today that those exercising their
options intend to offer for sale up to 283,335 New Shares
representing approximately 1.53% of the Enlarged Share Capital.
The New Shares are being offered by way of an accelerated
bookbuild (the "Placing"), which will be launched immediately
following this announcement. Stifel Nicolaus Europe Limited
("Stifel") will be acting as sole bookrunner in connection with the
Placing. The final number of New Shares to be placed and the
placing price will be at the discretion of Stifel at the close of
the bookbuild process, and the results of the Placing will be
announced as soon as practicable thereafter. The timings for the
close of the bookbuild process, pricing and allocations are at the
absolute discretion of Stifel.
The Market Abuse Regulation ("MAR") became effective from 3 July
2016. Market soundings, as defined in MAR, were taken in respect of
the Placing with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
Future Option Schemes
The options that have been exercised comprise part of the final
tranche of options granted under the share option scheme that was
put in place in 2011 in connection with the admission of the
Company's shares to trading on AIM. The Company's only other option
scheme is the four year phantom option scheme put in place in 2015
(the "Phantom Option Scheme")
The Company will, however, not adopt the previous approach of
granting new share options under the Phantom Option Scheme when
existing options vest and are exercised. Instead, reflecting the
recent move to the main market, the Remuneration Committee is
considering replacing the existing Phantom Option Scheme with a new
management incentive scheme similar to those used by other
comparable businesses. Any new incentive arrangements will require
shareholder approval and it is currently envisaged that proposals
will be put to shareholders at the next suitable opportunity. When
determining their proposals the Remuneration Committee will bear in
mind the passage of time and any share price movement between now
and the new scheme being approved.
Enquiries:
Secure Trust Bank PLC Tel: 020 7012 2400
Paul Lynam, Chief Executive
Officer
Neeraj Kapur, Chief
Financial Officer
----------------------------- -------------------
Stifel Nicolaus Europe Tel: 020 7710 7600
Limited
(Sole Bookrunner and
Joint broker)
Robin Mann
Gareth Hunt
Stewart Wallace
----------------------------- -------------------
Canaccord Genuity Limited Tel: 020 7665 4500
(Joint broker)
Sunil Duggal
Andrew Buchanan
----------------------------- -------------------
Bell Pottinger Tel: 020 3772 2500
(Financial PR)
Dan de Belder
Aarti Iyer
----------------------------- -------------------
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, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (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 AMED) (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 NEW 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 New 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, Canada, Australia, South
Africa or Japan or of any other jurisdiction. The New Shares 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 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 the New Shares in the United States or elsewhere.
The New 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.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities 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
Stifel.
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 or any other jurisdiction
where such action would be unlawful. Any failure to comply with
this restriction may constitute a violation of United States,
Canadian, Australian, South African or Japanese or other applicable
securities laws.
The distribution of this announcement and the offering or sale
of the New Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company or Stifel or any of
their affiliates that would, or which is intended to, permit a
public offer of the New Shares in any jurisdiction or possession or
distribution of this announcement or any other offering or
publicity material relating to the New Shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company and
Stifel to inform themselves about and to observe any applicable
restrictions.
Stifel, which is regulated by the Financial Conduct Authority in
the United Kingdom, is acting exclusively for the Company and
no-one else in connection with the Placing and Admission and will
not regard any other person as a client in relation to the Placing
and Admission and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or
for advising any other person on the contents of the prospectus or
on any other transaction or arrangement referred to in this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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