Gordon Dadds Group PLC PDMR Shareholding and Issue of Equity (3494O)

TIDMGOR

RNS Number : 3494O

Gordon Dadds Group PLC

18 August 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

18 August 2017

Gordon Dadds Group plc (the "Company")

Final Closing Date

Notification and public disclosure of transactions by PDMR and persons closely associated with them

Issue of equity

Further to the announcement at 7am on 4 August 2017, the Company confirms that the Final Closing Date occurred yesterday at 5pm. At that point, a further 23,934 Gordon Dadds Shares accepted the Offer, representing approximately 0.2 per cent. of the Gordon Dadds Shares. The total number of Gordon Dadds Shares that have accepted the Offer before the Final Closing Date is therefore 11,943,044, representing approximately 99 per cent. of the Gordon Dadds Shares.

Accordingly, application has been made for a further 26,624 ordinary shares of 1p each ("Ordinary Shares") to be admitted to trading on AIM and dealings are expected to commence on 23 August 2017.

The above further acceptances included acceptances in respect of 8,122 Gordon Dadds Shares held for the benefit of Adrian Biles. As a result, on 23 August 2017, Adrian Biles' holding will be the holding as stated in the admission document, being 7,610,664 Ordinary Shares.

As announced on 17 August 2017, the Company has exercised its rights pursuant to the provisions of sections 974-991 of the Companies Act 2006 to acquire compulsorily any of the remaining 116,400 Gordon Dadds Shares in respect of which the Offer has not been validly accepted prior to the Final Closing Date on the same terms as the Offer ("Compulsory Purchase").

It is anticipated that the compulsory purchase procedure will have been completed by 30 September 2017. Once completed, the Compulsory Purchase will increase the number of Ordinary Shares in issue to 28,597,310, being the figure stated in the Admission Document and Offer Document.

TOTAL VOTING RIGHTS

In the interim period, the figure of 28,467,836 Ordinary Shares may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

 
 Gordon Dadds Group plc           Via Newgate 
  Adrian Biles, Chief 
  Executive Officer 
  Christopher Yates, Chief 
  Financial Officer 
  Brett Aubin, Chief Operating 
  Officer 
 
 Arden Partners 
  Ciaran Walsh 
  John Llewellyn-Lloyd            [phone] 
 
 Newgate Communications           [phone] 
  Adam Lloyd                       Email: [e-mail] 
  Lydia Thompson 
  James Ash 
 

Unless otherwise defined herein, capitalised terms used in this announcement shall have the meaning given to them in the admission document published by the Company on 13 July 2017.

In accordance with Article 19 of the Market Abuse Regulations, the Company announces that the following dealings by Persons Discharging Managerial Responsibility (PDMRs).

The dealings referred to in this announcement occurred as a result of acceptance of the offer made to Gordon Dadds shareholders in accordance with the terms of the offer document published on 13 July 2017 and reflects the acceptance of that offer and the related issue and allotment of ordinary shares of 1p each in the capital of the Company in which the relevant PDMRs hold a beneficial interest.

 
 1    Details of the person discharging managerial 
       responsibilities / person closely associated 
---  ------------------------------------------------------------ 
 a)   Name                        John Biles 
---  --------------------------  -------------------------------- 
 2    Reason for the notification 
---  ------------------------------------------------------------ 
 a)   Position/status             Director of subsidiary 
---  --------------------------  -------------------------------- 
 b)   Initial notification        Initial 
       /Amendment 
---  --------------------------  -------------------------------- 
 3    Details of the issuer, emission allowance 
       market participant, auction platform, auctioneer 
       or auction monitor 
---  ------------------------------------------------------------ 
 a)   Name                        Gordon Dadds Group plc 
---  --------------------------  -------------------------------- 
 b)   LEI                         2138005A5XOTI2MHP510 
---  --------------------------  -------------------------------- 
 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          ordinary shares of 1p each 
       financial instrument, 
       type of instrument          Identification code (ISIN) 
                                   for Gordon Dadds Group plc 
       Identification code         ordinary shares: GB00BZBY3Y09 
---  --------------------------  -------------------------------- 
 b)   Nature of the transaction   The issue and allotment of 
                                   ordinary shares of 1p each 
                                   in the capital of the Company 
                                   upon acceptance of and in 
                                   consideration for the offer 
                                   made by the Company to the 
                                   registered holders of ordinary 
                                   shares of 10p each in Gordon 
                                   Dadds Group Limited (now 
                                   Culver Holdings Limited) 
---  --------------------------  -------------------------------- 
 c)   Price(s) and volume(s)        Price(s)     Volume(s) 
                                    -----------  ---------- 
                                     140 pence    6,342 
                                    -----------  ---------- 
---  --------------------------  -------------------------------- 
 d)   Aggregated information 
       - Aggregated volume         6,342 
       - Price                      140 pence 
---  --------------------------  -------------------------------- 
 e)   Date of the transaction     18 August 2017 
---  --------------------------  -------------------------------- 
 f)   Place of the transaction    outside a trading venue 
---  --------------------------  -------------------------------- 
 
 
 1    Details of the person discharging managerial 
       responsibilities / person closely associated 
---  ------------------------------------------------------------ 
 a)   Name                        Adrian Biles 
---  --------------------------  -------------------------------- 
 2    Reason for the notification 
---  ------------------------------------------------------------ 
 a)   Position/status             Chief Executive Officer 
---  --------------------------  -------------------------------- 
 b)   Initial notification        Initial 
       /Amendment 
---  --------------------------  -------------------------------- 
 3    Details of the issuer, emission allowance 
       market participant, auction platform, auctioneer 
       or auction monitor 
---  ------------------------------------------------------------ 
 a)   Name                        Gordon Dadds Group plc 
---  --------------------------  -------------------------------- 
 b)   LEI                         2138005A5XOTI2MHP510 
---  --------------------------  -------------------------------- 
 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          ordinary shares of 1p each 
       financial instrument, 
       type of instrument          Identification code (ISIN) 
                                   for Gordon Dadds Group plc 
       Identification code         ordinary shares: GB00BZBY3Y09 
---  --------------------------  -------------------------------- 
 b)   Nature of the transaction   The issue and allotment of 
                                   ordinary shares of 1p each 
                                   in the capital of the Company 
                                   upon acceptance of and in 
                                   consideration for the offer 
                                   made by the Company to the 
                                   registered holders of ordinary 
                                   shares of 10p each in Gordon 
                                   Dadds Group Limited (now 
                                   Culver Holdings Limited) 
---  --------------------------  -------------------------------- 
 c)   Price(s) and volume(s)        Price(s)     Volume(s) 
                                    -----------  ---------- 
                                     140 pence    8,122 
                                    -----------  ---------- 
---  --------------------------  -------------------------------- 
 d)   Aggregated information 
       - Aggregated volume         8,122 
       - Price                      140 pence 
---  --------------------------  -------------------------------- 
 e)   Date of the transaction     18 August 2017 
---  --------------------------  -------------------------------- 
 f)   Place of the transaction    outside a trading venue 
---  --------------------------  -------------------------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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August 18, 2017 02:00 ET (06:00 GMT)