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K3C K3 Capital Group Plc

349.00
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
K3 Capital Group Plc LSE:K3C London Ordinary Share GB00BF1HPD20 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 349.00 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

K3 Capital Group PLC Completion of Secondary Placing of Shares (0777S)

28/09/2017 8:45am

UK Regulatory


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TIDMK3C

RNS Number : 0777S

K3 Capital Group PLC

28 September 2017

28 September 2017

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR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 JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN K3 CAPITAL GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF K3 CAPITAL GROUP PLC. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

K3 CAPITAL GROUP PLC

("K3", the "Company" and including its subsidiaries, the "Group")

Result of secondary placing and Director/PDMR Shareholdings

K3 Capital Group plc (the "Company"), a leading business and company sales specialist in the UK, announces that it has been notified by certain Directors and senior management of the Company (the "Selling Shareholders"), that, further to the announcement made yesterday evening (27 September 2017), they have successfully sold a total of 3,165,787 ordinary shares in the Company ("Placing Shares") at a price of 150 pence per Placing Share (the "Placing") and the Placing Shares have been sold with the rights to the final dividend payment for the year ended 31 May 2017 of 4.4 pence per Placing Share, the dividend payment subject only to the passing of the relevant resolution at the Company's Annual General Meeting on 27 October 2017. The Placing Shares in aggregate represent approximately 7.50% of the Company's issued share capital.

The Company has also been notified today that as part of the Placing, Clare Mattioli, wife of Ian Mattioli, Non-Executive Chairman, purchased 40,000 Placing Shares at 150 pence per Placing Share.

On completion of the Placing, the Selling Shareholders and Ian Mattioli (together with his connected persons) shall have the following resultant shareholdings:

 
                                                              Resultant Holding 
------------------  --------------  ----------------  --------------------------------- 
 Director/PDMR       Shareholding    Number of         Ordinary Shares   % of Issued 
                      immediately     Placing Shares                      Share Capital 
                      prior to the    (sold)/bought 
                      Placing 
------------------  --------------  ----------------  ----------------  --------------- 
 Ian Mattioli*       596,316         40,000            636,316           1.51 
------------------  --------------  ----------------  ----------------  --------------- 
 Anthony Ford        8,442,105       (844,210)         7,597,895         18.00 
------------------  --------------  ----------------  ----------------  --------------- 
 John Rigby          8,442,105       (844,210)         7,597,895         18.00 
------------------  --------------  ----------------  ----------------  --------------- 
 Andrew Melbourne    675,854         (211,052)         464,802           1.10 
------------------  --------------  ----------------  ----------------  --------------- 
 Simon Daniels       3,379,310       (844,210)         2,535,100         6.01 
------------------  --------------  ----------------  ----------------  --------------- 
 Matthew Clancy      1,689,655       (422,105)         1,267,550         3.00 
------------------  --------------  ----------------  ----------------  --------------- 
 

*Together with his connected persons.

The notification at the end of this announcement, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further details of the transactions.

The Placing was conducted through an accelerated bookbuild by finnCap Ltd ("finnCap") acting as bookrunner. The proceeds of the Placing are payable in cash on usual settlement terms and the Placing is expected to settle on a T+10 basis on or around 12 October 2017. The Company is not a party to the Placing and will not receive any proceeds from the Placing.

The Selling Shareholders (excluding John Rigby and Tony Ford) have undertaken to the Company and finnCap that, they will not dispose of any further Ordinary Shares for a period ending on the second anniversary of completion of the Placing (subject to customary exceptions), John Rigby has undertaken to the Company and finnCap that, he will not dispose of any further Ordinary Shares for a period ending on the third anniversary of completion of the Placing (subject to customary exceptions) and Tony Ford's lock-in agreement dated 5 April 2017 shall remain in force (the "Lock in Periods"). Following the expiration of the Lock in Periods, a customary one year orderly market agreement will apply.

Anthony Ford, John Rigby, Andrew Melbourne, Simon Daniels, Matthew Clancy and Stuart Lees, together with their respective families and other connected persons are deemed to be acting in concert and regarded by the Takeover Panel to be members of the concert party detailed in the Company's admission document dated 6 April 2017 ("Admission Document") (the "Concert Party"). As a consequence of the Placing, the Concert Party now hold in aggregate not less than 30 per cent., but not more than 50 per cent. of the Company's issued share capital. Should any member of the Concert Party or any person acting in concert with any member of the Concert Party acquire an interest in any shares (excluding the exercise of existing options granted to Andrew Melbourne, detailed in the Company's Admission Document) which increases the percentage of shares carrying voting rights in such company in which the Concert Party (or any person acting in concert with the Concert Party) is interested, that person together with people acting in concert with that person will normally be required to make a general offer in cash to all shareholders in the Company, at the highest price paid by that person or any person acting in concert with that person for an interest in such shares within the preceding 12 months, for all the remaining equity share capital of that company.

Further to the above, the Company notes that whilst at the time of issue of the Notice of Annual General Meeting, Resolution 13 was proposed to authorise the Company to make market purchases of its own shares (the "Buyback Resolution"), this was circulated on the basis that the Concert Party would continue to hold in excess of 50 per cent. of the issued share capital of the Company. Due to the amended circumstances following the Placing, the Board will no longer be putting the Buyback Resolution to shareholders at the Annual General Meeting.

The respective holdings of each Concert Party member following the Transaction are outlined in the table below:

 
 Director/PDMR        Shareholding   % Issued Share 
                                      Capital 
-------------------  -------------  --------------- 
 Anthony Ford         7,597,895      18.00 
-------------------  -------------  --------------- 
 John Rigby           7,597,895      18.00 
-------------------  -------------  --------------- 
 Andrew Melbourne*    464,802        1.10 
-------------------  -------------  --------------- 
 Simon Daniels        2,535,100      6.01 
-------------------  -------------  --------------- 
 Matthew Clancy       1,267,550      3.00 
-------------------  -------------  --------------- 
 Stuart Lees          800,000        1.90 
-------------------  -------------  --------------- 
 Total                20,263,242     48.00 
-------------------  -------------  --------------- 
 

* Excluding options over a maximum entitlement of 217,020 ordinary shares of 1 penny each in the Company.

Capitalised terms not defined in this announcement have the same meaning as set out in the announcement of the Company dated 27 September 2017.

For further information please contact:

 
 K3 Capital Group plc                       Tel: c/o Newgate 020 
                                             7680 6550 
 John Rigby, Chief Executive Officer        www.k3capitalgroupplc.com 
 Andrew Melbourne, Chief Financial 
  Officer 
 
 finnCap Ltd (Nominated Adviser             Tel: 020 7220 0500 
  and Sole Broker) 
 Jonny Franklin-Adams, Emily Watts, 
  Anthony Adams (Corporate Finance) 
 Tim Redfern, Richard Chambers (Corporate 
  Broking) 
 
 Newgate Communications Ltd (Financial      Tel: 020 7680 6550 
  PR) 
 Alistair Kellie, Zoë Pocock,          k3capital@newgatecomms.com 
  James Ash 
 

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 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, Canada, Australia, South Africa or Japan or in any jurisdiction in which such an offer or invitation is unlawful.

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 (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 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 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 Selling Shareholders, finnCap or any of their respective affiliates.

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), Australia, Canada, the Republic of South Africa or Japan. Any failure to comply with this restriction may constitute a violation of US, Australian, Canadian, South African or Japanese securities laws.

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 Selling Shareholders, finnCap 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 Selling Shareholders and finnCap to inform themselves about and to observe any applicable restrictions.

No reliance may be placed, for any purposes whatsoever, on the information contained in this announcement or on its completeness and this announcement should not be considered a recommendation by the Company, the Selling Shareholders, finnCap or any of their respective affiliates in relation to any purchase of or subscription for securities of the Company. No representation or warranty, express or implied, is given by or on behalf of the Company, the Selling Shareholders, finnCap or any of their respective directors, partners, officers, employees, advisers or any other persons as to the accuracy, fairness or sufficiency of the information or opinions contained in this announcement and none of the information contained in this announcement has been independently verified. Save in the case of fraud, no liability is accepted for any errors, omissions or inaccuracies in such information or opinions.

finnCap, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Selling Shareholders in connection with the Placing and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to the clients of finnCap, nor for providing advice in relation to the Placing or any matters referred to in this announcement, and apart from the responsibilities and liabilities (if any) imposed on finnCap by FSMA, any liability therefore is expressly disclaimed. Any other person in receipt of this announcement should seek their own independent legal, investment and tax advice as they see fit.

References to time in this announcement are to London time, unless otherwise stated. All times and dates in this announcement may be subject to amendment.

Certain statements in this announcement are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statements which speak only as of the date of this announcement. Statements contained in this announcement regarding past trends or events should not be taken as representation that such trends or events will continue in the future.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

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. Anthony Ford 
                                               2. John Rigby 
                                               3. Andrew Melbourne 
                                               4. Simon Daniels 
                                               5. Matthew Clancy 
---  ---------------------------------  -------------------------------------------------------------------------- 
 2.   Reason for the notification 
---  ------------------------------------------------------------------------------------------------------------- 
 a)   Position/status:                        1. Executive Deputy Chairman 
                                               2. Chief Executive Officer 
                                               3. Chief Financial Officer 
                                               4. Head of Sales 
                                               5. Head of Operations 
---  ---------------------------------  -------------------------------------------------------------------------- 
 b)   Initial notification/Amendment:    Initial notification 
---  ---------------------------------  -------------------------------------------------------------------------- 
 3.   Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
---  ------------------------------------------------------------------------------------------------------------- 
 a)   Name:                              K3 Capital Group plc 
---  ---------------------------------  -------------------------------------------------------------------------- 
 b)   LEI:                               21380043EWYIWISOAN87 
---  ---------------------------------  -------------------------------------------------------------------------- 
 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 of 1 penny per 
       instrument, type of instrument:    share 
 
       Identification code:               GB00BF1HPD20 
---  ---------------------------------  -------------------------------------------------------------------------- 
 b)   Nature of the transaction:         Sale of Ordinary Shares 
---  ---------------------------------  -------------------------------------------------------------------------- 
 c)   Price(s) and volume(s):             Price(s)                    Volume(s) 
                                          --------------------------  ---------- 
                                                1. Anthony Ford         844,210 
                                          --------------------------  ---------- 
                                                2. John Rigby           844,210 
                                          --------------------------  ---------- 
                                                3. Andrew Melbourne     211,052 
                                          --------------------------  ---------- 
                                                4. Simon Daniels        844,210 
                                          --------------------------  ---------- 
                                                5. Matthew Clancy       422,105 
                                          --------------------------  ---------- 
                                           All at 150 pence per share 
                                          -------------------------------------- 
---  ---------------------------------  -------------------------------------------------------------------------- 
 d)   Aggregated information:            Single transaction as in 4 c) above Price(s)                    Volume(s) 
        *    Aggregated volume:           --------------------------  ---------- 
                                                1. Anthony Ford         844,210 
                                          --------------------------  ---------- 
        *    Price:                             2. John Rigby           844,210 
                                          --------------------------  ---------- 
                                                3. Andrew Melbourne     211,052 
                                          --------------------------  ---------- 
                                                4. Simon Daniels        844,210 
                                          --------------------------  ---------- 
                                                5. Matthew Clancy       422,105 
                                          --------------------------  ---------- 
---  ---------------------------------  -------------------------------------------------------------------------- 
 e)   Date of the transaction:           28 September 2017 
---  ---------------------------------  -------------------------------------------------------------------------- 
 f)   Place of the transaction:          AIM, London Stock Exchange (XLON) 
---  ---------------------------------  -------------------------------------------------------------------------- 
 
 
 1.   Details of the person discharging managerial responsibilities/person 
       closely associated 
---  ---------------------------------------------------------------------------------------------- 
 a)   Name:                              Clare Mattioli, wife of Ian Mattioli 
                                          - Non-Executive Chairman 
---  ---------------------------------  ----------------------------------------------------------- 
 2.   Reason for the notification 
---  ---------------------------------------------------------------------------------------------- 
 a)   Position/status:                   PCA 
---  ---------------------------------  ----------------------------------------------------------- 
 b)   Initial notification/Amendment:    Initial notification 
---  ---------------------------------  ----------------------------------------------------------- 
 3.   Details of the issuer, emission allowance market participant, 
       auction platform, auctioneer or auction monitor 
---  ---------------------------------------------------------------------------------------------- 
 a)   Name:                              K3 Capital Group plc 
---  ---------------------------------  ----------------------------------------------------------- 
 b)   LEI:                               21380043EWYIWISOAN87 
---  ---------------------------------  ----------------------------------------------------------- 
 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 of 1 penny per 
       instrument, type of instrument:    share 
 
       Identification code:               GB00BF1HPD20 
---  ---------------------------------  ----------------------------------------------------------- 
 b)   Nature of the transaction:         Purchase of Ordinary Shares 
---  ---------------------------------  ----------------------------------------------------------- 
 c)   Price(s) and volume(s):             Price(s)     Volume(s) 
                                          -----------  ---------- 
                                           150 pence    40,000 
                                          -----------  ---------- 
---  ---------------------------------  ----------------------------------------------------------- 
 d)   Aggregated information:            Single transaction as in 4 c) above Price(s)     Volume(s) 
        *    Aggregated volume:           -----------  ---------- 
                                           150 pence    40,000 
                                          -----------  ---------- 
        *    Price: 
---  ---------------------------------  ----------------------------------------------------------- 
 e)   Date of the transaction:           28 September 2017 
---  ---------------------------------  ----------------------------------------------------------- 
 f)   Place of the transaction:          AIM, London Stock Exchange (XLON) 
---  ---------------------------------  ----------------------------------------------------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

MSCOKFDQOBKKNCB

(END) Dow Jones Newswires

September 28, 2017 03:45 ET (07:45 GMT)

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