Purplebricks Group PLC Result of Director / PDMR Share Placing (6202Z)

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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, JERSEY OR SOUTH AFRICA OR ANY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 [phone]

Michael Bruce

Zeus Capital [phone]

Ben Robertson, Nicholas How, John Goold, Pippa Underwood

Peel Hunt [phone]

Dan Webster, Jock Maxwell Macdonald, George Sellar

Investec [phone]

Keith Anderson, Carlton Nelson, Neil Coleman

Instinctif Partners [phone]

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

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March 16, 2017 03:01 ET (07:01 GMT)