Secure Trust Bank PLC Exercise of Options (5461O)

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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR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: [phone] 
  Paul Lynam, Chief Executive 
  Officer 
  Neeraj Kapur, Chief 
  Financial Officer 
-----------------------------  ------------------- 
 Stifel Nicolaus Europe         Tel: [phone] 
  Limited 
  (Sole Bookrunner and 
  Joint broker) 
  Robin Mann 
  Gareth Hunt 
  Stewart Wallace 
-----------------------------  ------------------- 
 Canaccord Genuity Limited      Tel: [phone] 
  (Joint broker) 
  Sunil Duggal 
  Andrew Buchanan 
-----------------------------  ------------------- 
 Bell Pottinger                 Tel: [phone] 
  (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

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November 07, 2016 12:44 ET (17:44 GMT)