Gear4music (Holdings) PLC Results of Placing (6104F)

TIDMG4M

RNS Number : 6104F

Gear4music (Holdings) PLC

19 May 2017

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 
 For immediate release   19 May 2017 
 

Gear4music (Holdings) plc

Results of Placing

Gear4music (Holdings) plc, the largest UK based online retailer of musical instruments and music equipment, is pleased to announce the successful completion of the Placing announced on 18 May 2017.

A total of 1,449,000 Placing Shares, comprising 610,000 New Shares and 839,000 Sale Shares, have been placed by Panmure Gordon at a price of 690 pence per share. The Placing has, pursuant to the issue of the New Shares, raised approximately GBP4.2 million (before expenses) for the Company.

Panmure Gordon is acting as Bookrunner in connection with the Bookbuild.

Andrew Wass, Gear4music's Chief Executive Officer, said:

"We are delighted with the level of support for our oversubscribed fundraising. We would like to take the opportunity to welcome new shareholders onto our register as well as thank our existing investors for their continued support. We look forward to putting the funds raised to work in the Group in executing our organic growth strategy for the business."

Dealings by persons discharging managerial responsibilities ("PDMRs"), exercise of warrant and application for admission to trading on AIM

As part of the arrangements for the Placing, certain of the Company's Directors (each of whom is classified as a PDMR of the Company) have sold, in aggregate, 839,000 Sale Shares at the Placing Price.

In addition, pursuant to the full exercise of a warrant instrument ("Instrument"), the Company will issue a further 100,782 new Ordinary Shares ("Warrant Shares") to the warrantholder. The Company will receive approximately GBP0.14 million as a result of the exercise of the Instrument.

Application has been made to the London Stock Exchange for admission to trading of 710,782 new Ordinary Shares (being the 610,000 New Shares and the 100,782 Warrant Shares) on AIM ("Admission"). It is expected that Admission will take place at 8:00 a.m. on or around 24 May 2017 (at which time the Placing and exercise of the Instrument will become unconditional) and that dealings in the New Shares and Warrant Shares on AIM will commence at the same time.

The New Shares and Warrant Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the capital of the Company, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the New Shares and Warrant Shares.

The interests of the relevant Directors in the current issued share capital and the Company's issued share capital, as enlarged by the issue of the New Shares under the Placing and the Warrant Shares and immediately following Admission, are set out below:

 
                                                                            % of issued 
                                      No.       % of        No. Ordinary          share 
                                 Ordinary    current              Shares        capital 
                                   Shares     issued    held immediately    immediately 
                                currently      share           following      following 
                                     held    capital           Admission      Admission 
 Andrew Wass (Chief 
  Executive Officer)            7,886,993      39.1%           7,161,993          34.3% 
 Chris Scott (Chief 
  Financial Officer)              120,462       0.6%              90,462           0.4% 
 Gareth Bevan (Chief 
  Commercial Officer)             134,382       0.7%             100,382           0.5% 
 Dean Murray (Non-Executive 
  Director)                       249,520       1.2%             199,520           1.0% 
 

As part of the arrangements for the Placing, Mr Wass has undertaken to the Company and Panmure Gordon that, except in certain limited circumstances, he will not dispose of any interest in Ordinary Shares in which he or his connected persons are interested immediately following Admission for a period of 12 months from the date of Admission.

Unless the context requires otherwise, capitalised terms in this announcement have the same meanings as defined in the Company's announcement of the Placing released via RNS on 18 May 2017.

Total voting rights

Gear4music's enlarged issued ordinary share capital immediately following Admission will be 20,867,121 Ordinary Shares with voting rights attached. The Company has no shares in Treasury; therefore the total number of voting rights in Gear4music is 20,867,121. This figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify an interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

For further information please contact:

 
                                             [phone] 
 Gear4music                                   8100 
 Andrew Wass, Chief Executive Officer 
 Chris Scott, Chief Financial Officer 
 Panmure Gordon 
  (Nominated Adviser, Broker and             [phone] 
  Bookrunner)                                 2500 
 Andrew Godber / Peter Steel - Investment 
  Banking 
 Erik Anderson / Tom Salvesen - 
  Corporate Broking 
                                             [phone] 
 MHP Communications (Financial PR)            8100 
 Andrew Leach 
 Simon Hockridge 
 Pete Lambie 
 

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 ("PDMRs") and persons closely associated ("PCAs") with them.

 
  1   Details of the person discharging managerial 
       responsibilities / person closely associated 
---  --------------------------------------------------------------- 
 a)   Names                    Andrew Wass, Christopher Scott, 
                                Gareth Bevan, Dean Murray 
---  -----------------------  -------------------------------------- 
 2    Reason for the notification 
---  --------------------------------------------------------------- 
 a)   Position/status          Andrew Wass - Chief Executive 
                                Officer and PDMR 
                                Christopher Scott - Chief Financial 
                                Officer and PDMR 
                                Gareth Bevan - Chief Commercial 
                                Officer and PDMR 
                                Dean Murray - Non-Executive Director 
                                and PDMR 
---  -----------------------  -------------------------------------- 
 b)   Initial notification     Initial Notification 
       /Amendment 
---  -----------------------  -------------------------------------- 
 3    Details of the issuer, emission allowance market 
       participant, auction platform, auctioneer or 
       auction monitor 
---  --------------------------------------------------------------- 
 a)   Name                     Gear4music (Holdings) plc 
---  -----------------------  -------------------------------------- 
 b)   LEI                      2138005H4W74HDGSFC49 
---  -----------------------  -------------------------------------- 
 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 10 pence each 
       of the financial 
       instrument, 
       type of instrument 
---  -----------------------  -------------------------------------- 
 b)   Identification           GB00BW9PJQ87 
       code 
---  -----------------------  -------------------------------------- 
 c)   Nature of the 
       transactions              Sale of Ordinary Shares 
---  -----------------------  -------------------------------------- 
 d)   Price(s) and             Andrew Wass - 725,000 Ordinary 
       volume(s)                Shares 
                                Chris Scott - 30,000 Ordinary 
                                Shares 
                                Gareth Bevan - 34,000 Ordinary 
                                Shares 
                                Dean Murray - 50,000 Ordinary 
                                Shares 
                                Price: 690 pence per Ordinary 
                                Share 
---  -----------------------  -------------------------------------- 
 d)   Aggregated information    N/A 
       - Aggregated 
       volume 
       - Price 
---  -----------------------  -------------------------------------- 
 e)   Date of the              19 May 2017 
       transactions 
---  -----------------------  -------------------------------------- 
 f)   Place of the             London Stock Exchange, AIM Market 
       transaction              (XLON) 
---  -----------------------  -------------------------------------- 
 

Name of authorised official of issuer responsible for making notification:

Chris Scott

Company Secretary to Gear4music (Holdings) plc

This information is provided by RNS

The company news service from the London Stock Exchange

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May 19, 2017 02:00 ET (06:00 GMT)