16 Mar 2017 07:00
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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, JERSEY OR SOUTH AFRICA OR ANY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 pre-placing(1) | Number of Placing Shares sold | Resultant holding(1) | ||||
Seller | Role | Number of ordinary shares
| Percentage of issued share capital | Number of ordinary shares | Percentage of issued share capital | |
Michael Bruce(2) | Chief Executive Officer | 41,329,258 | 15.28 | 3,666,667 | 37,662,591 | 13.92 |
Neil Cartwright(3) | Chief Financial Officer | 2,101,502 | 0.78 | 1,000,000 | 1,101,502 | 0.41 |
William Whitehorn | Independent Non-Executive 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 |
David Shepherd | Chief Information Officer | 300,000 |
David Kavanagh | Chief Technology 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 notification /Amendment | Initial notification | ||||
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 of the financial instrument, type of instrument Identification code | Ordinary Shares of £0.01 each
ISIN: GB00BYV2MV74 | ||||
b) | Nature of the transaction | Sale of ordinary shares
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Aggregated volume - Price | Volume: 7,927,303 Weighted average price: £3.00
| ||||
e) | Date of the transaction | 15 March 2017 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||
Enquiries:
Purplebricks +44 (0) 20 7457 2020Michael Bruce
Zeus Capital +44 (0) 20 3829 5000Ben Robertson, Nicholas How, John Goold, Pippa Underwood
Peel Hunt +44 (0) 20 7418 8900Dan Webster, Jock Maxwell Macdonald, George Sellar
Investec +44 (0) 20 7597 5970Keith Anderson, Carlton Nelson, Neil Coleman
Instinctif Partners +44 (0) 20 7457 2020David 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.