Cerillion PLC Result of Director Placing (3180P)

TIDMCER

RNS Number : 3180P

Cerillion PLC

08 June 2020

8 June 2020

AIM: CER

Cerillion plc

("Cerillion" or "the Company")

Result of Director Placing and Director/PDMR Dealings

Cerillion announces that further to the announcement earlier today, Guy O'Connor and Oliver Gilchrist, (together the "Executive Directors") have sold in aggregate 2,744,748 ordinary shares of 0.5 pence each in the Company ("Placing Shares") at a price of 255 pence per share to certain new and existing institutional shareholders (the "Placing"). The Placing Shares, represent in aggregate 9.3% of the issued share capital of the Company.

Following the Placing, Oliver holds 1.2% of the issued share capital of the Company. On 1 June 2020, the Company announced Guy's intention to retire from the Board of the Company and the date of Guy's departure will be confirmed in due course. Following the Placing, Guy no longer holds any ordinary shares in the Company.

The Company is not a party to the Placing and will not receive any proceeds from the Placing.

The trade date for the Placing is 8 June 2020 and settlement is expected to occur on 10 June 2020 on a T+2 basis. Liberum Capital Limited ("Liberum") acted as sole bookrunner in connection with the Placing.

Following the Placing, the Executive Directors will have the following resultant shareholdings:

 
                            Initial Holding                                           Resultant Holding 
 Selling                   Number       Percentage    Ordinary          Price         Number       Percentage 
  Shareholder         of Ordinary        of issued      shares    of Ordinary    of Ordinary        of issued 
                           Shares    share capital        sold         shares         Shares    share capital 
                                                                         sold 
------------------  -------------  ---------------  ----------  -------------  -------------  --------------- 
 Oliver Gilchrist 
  (CFO)                   705,790             2.4%     352,895           255p        352,895             1.2% 
 Guy O'Connor 
  (Director 
  of Strategic 
  Accounts)             2,391,853             8.1%   2,391,853           255p            Nil              Nil 
 

This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation (EU) 596/2014. The person responsible for making this announcement on behalf of the Company is Oliver Gilchrist.

 
 Cerillion plc                                 c/o KTZ Communications 
 Louis Hall, CEO                               T: 020 3178 6378 
 Oliver Gilchrist, CFO 
 
 Liberum (Nomad, Broker and Sole Bookrunner)   T: 020 3100 2000 
 Bidhi Bhoma, Euan Brown, William Hall 
 
 KTZ Communications                            T: 020 3178 6378 
 Katie Tzouliadis, Dan Mahoney 
 

About Cerillion

www.cerillion.com

Cerillion is a leading provider of mission critical software for billing, charging and customer relationship management ("CRM"), mainly serving the telecommunications market but also other sectors such as utilities and financial services. The Company currently has over 90 customer installations across over 40 countries.

Headquartered in London, Cerillion also has operations in Pune, India, where its Global Solutions Centre is located, Miami and Sydney.

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(E) OF REGULATION (EU) 2017/1129 AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS REGULATION"); AND (2) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS AND 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 PLACING 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 or an invitation to acquire or dispose of securities in the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction in which such an offer or invitation is unlawful ("Restricted Jurisdictions"). Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from any Restricted Jurisdiction. Any failure to comply with this restriction may constitute a violation of securities laws in the relevant Restricted Jurisdiction.

The Placing Shares are not being made available to the public and none of the Placing Shares are being offered or sold in any jurisdiction where it would be unlawful to do so. The Placing Shares have not been and will not be registered under the relevant laws of any of the Restricted Jurisdictions or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any Restricted Jurisdiction or to, or for the account or benefit of, any person with a registered address in, or who is a resident of or ordinarily resident in, or a citizen of, any Restricted Jurisdiction except pursuant to an applicable exemption.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the Securities Act). There will be no public offering of the Placing Shares in the United States or elsewhere.

The Placing 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 the Company, Liberum, or any of their respective affiliates.

The distribution of this announcement and the offering or Placing of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Liberum, or any of their respective affiliates 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. Persons into whose possession this announcement comes are required by the Company and Liberum to inform themselves about and to observe any applicable restrictions.

Liberum is authorised and regulated by the FCA. Liberum is acting for the Executive Directors only in connection with the Placing and no one else, and will not be responsible to anyone other than the Executive Directors for providing the protections offered to clients of Liberum nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

In connection with the Placing, Liberum Capital Limited or any of its respective affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own accounts such Placing Shares and other securities of Cerillion plc or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Liberum and any of its respective affiliates acting as investors for their own accounts. Liberum does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Liberum is authorised and regulated by the FCA. Liberum is acting for the Executive Directors only in connection with the Placing and no one else, and will not be responsible to anyone other than the Executive Directors for providing the protections offered to clients of Liberum nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

This announcement has been issued by the Company on behalf of the Executive Directors and is the sole responsibility of the Executive Directors apart from the responsibilities and liabilities, if any, that may be imposed on Liberum by the Financial Services and Markets Act 2000. Liberum does not accept any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the Executive Directors or on the Executive Directors' behalf or on Liberum's behalf, in connection with the Executive Directors or the Placing, and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Liberum accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this announcement and any such statement.

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                      Guy O'Connor 
     ------------------------  -------------------------------------- 
 2    Reason for the notification 
     ---------------------------------------------------------------- 
 a)   Position/status           Director of Strategic Accounts 
     ------------------------  -------------------------------------- 
 b)   Initial notification      Initial Notification 
       /Amendment 
     ------------------------  -------------------------------------- 
 3    Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
     ---------------------------------------------------------------- 
 a)   Name                      Cerillion Plc 
     ------------------------  -------------------------------------- 
 b)   LEI                       213800ISIZMUC3P46850 
     ------------------------  -------------------------------------- 
 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           Ordinary shares in Cerillion Plc 
       instrument, 
       type of instrument         GB00BYYX6C66 
 
       Identification 
       code 
     ------------------------  -------------------------------------- 
 b)   Nature of the             Disposal of shares 
       transaction 
     ------------------------  -------------------------------------- 
 c)   Price(s) and                 Price   Volume(s) 
       volume(s)                    255p    2,391,853 shares 
                                           ----------------- 
     ------------------------  -------------------------------------- 
 d)   Aggregated                 N/A (single transaction) 
       information 
       - Aggregated 
       volume 
       - Price 
     ------------------------  -------------------------------------- 
 e)   Date of the               8 June 2020 
       transaction 
     ------------------------  -------------------------------------- 
 f)   Place of the              LSE, AIM Market (XLON) 
       transaction 
     ------------------------  -------------------------------------- 
 
 
 1    Details of the person discharging managerial responsibilities 
       / person closely associated 
 a)   Name                      Oliver Gilchrist 
     ------------------------  -------------------------------------- 
 2    Reason for the notification 
     ---------------------------------------------------------------- 
 a)   Position/status           CFO 
     ------------------------  -------------------------------------- 
 b)   Initial notification      Initial Notification 
       /Amendment 
     ------------------------  -------------------------------------- 
 3    Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
     ---------------------------------------------------------------- 
 a)   Name                      Cerillion Plc 
     ------------------------  -------------------------------------- 
 b)   LEI                       213800ISIZMUC3P46850 
     ------------------------  -------------------------------------- 
 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           Ordinary shares in Cerillion Plc 
       instrument, 
       type of instrument         GB00BYYX6C66 
 
       Identification 
       code 
     ------------------------  -------------------------------------- 
 b)   Nature of the             Disposal of shares 
       transaction 
     ------------------------  -------------------------------------- 
 c)   Price(s) and                Price   Volume(s) 
       volume(s)                   255p    352,895 shares 
                                          --------------- 
     ------------------------  -------------------------------------- 
 d)   Aggregated                N/A (single transaction) 
       information 
       - Aggregated 
       volume 
       - Price 
     ------------------------  -------------------------------------- 
 e)   Date of the               8 June 2020 
       transaction 
     ------------------------  -------------------------------------- 
 f)   Place of the              LSE, AIM Market (XLON) 
       transaction 
     ------------------------  -------------------------------------- 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

DSHFPMFTMTJMBLM

(END) Dow Jones Newswires

June 08, 2020 12:43 ET (16:43 GMT)