Kalibrate Technologies plc Exercise of Options & TVR (2863L)

TIDMKLBT

RNS Number : 2863L

Kalibrate Technologies plc

17 July 2017

17 July 2017

Kalibrate Technologies plc

("Kalibrate" or the "Group")

Exercise of Options and Total Voting Rights

Kalibrate Technologies plc (AIM: KLBT), the provider of strategy and technology services to the global fuel and convenience retail industry, announces that in connection with its recommended cash offer for the Company (the "Offer") by Canterbury Acquisition Limited ("Hanover Bidco") that certain of the options issued pursuant to the Kalibrate share schemes (the "Share Schemes") have now become exercisable.

Accordingly, Robert Stein, Chief Executive Officer of the Company and certain other employees have exercised options over 3,274,569 ordinary shares of 0.2 pence each ("Ordinary Shares") (the "Option Shares").

Exercise of Options by a PDMR

 
 PDMR            Position           No. of Ordinary    Exercise 
                                     Shares Received    Price 
                                     as a result 
                                     of Exercise 
--------------  -----------------  -----------------  --------- 
                 Chief Executive 
 Robert Stein     Officer           1,509,044          32.9p 
--------------  -----------------  -----------------  --------- 
                                    800,000            79.0p 
 --------------------------------  -----------------  --------- 
 

PDMR Dealings

The Company also announces that following the exercise of the above-mentioned options, it has received notification from the PDMRs set out in the table below that they today disposed of the following number of Ordinary Shares at a price per Ordinary Share of 85.5p to Hanover Bidco.

 
 PDMR            Position           No. of Ordinary    Sale Price 
                                     Shares Disposed 
--------------  -----------------  -----------------  ----------- 
                 Chief Executive 
 Robert Stein     Officer           2,309,044          85.5p 
--------------  -----------------  -----------------  ----------- 
 

Application has been made for the Option Shares, which rank pari passu in all respects with the Company's existing Ordinary Shares, to be admitted to trading on AIM which is expected to occur on or around 21 July 2017.

The Company confirms that following the exercise of options, as outlined, all of these new Ordinary Shares were, immediately upon issue, transferred to the option holders. These individuals immediately then accepted the Offer in respect of the new Ordinary Shares.

One option holder has agreed to cancel his options in consideration for a cash payment equal to the option gain.

Following issue of the new Ordinary Shares, the Company's total issued share capital will consist of 37,156,043 Ordinary Shares with one voting right per share. The Company does not hold any Ordinary Shares in Treasury. Therefore, following the issue of the new Ordinary Shares, the total number of voting rights in the Company is 37,156,043 This figure 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail.

For further information please contact:

 
Kalibrate Technologies plc            via FTI Consulting, 
                                       LLP 
Robert B Stein, Jr. Chief Executive 
 Officer 
Gregg R Budoi, Chief Financial 
 Officer 
 
N+1 Singer Advisory LLP               [phone] 
Shaun Dobson/ Alex Price / James 
 Hopton 
 
FTI Consulting, LLP                   [phone] 
Matt Dixon / Chris Lane / Emma 
 Appleton/ Elena Kalinskaya 
 

About Kalibrate

For over 20 years, Kalibrate (LSE: KLBT) has advised fuel and convenience retailers throughout the world on how to be best-in-class operators in the fast changing marketplace. Kalibrate's global footprint and local presence are the result of a merger between two market leaders: KSS Fuels, the forerunner in fuel pricing automation, and MPSI, recognized leaders of retail location intelligence. Clients gain fuller visibility, truer insight and more effective control over what matters most-what Kalibrate calls Your Adaptive Edge(TM).

Headquartered in Manchester, United Kingdom and Florham Park, New Jersey, Kalibrate has centers of excellence in Mumbai, India; Tulsa, Oklahoma; and Melbourne, Australia as well as offices in 10 other countries. For more information, visit kalibrate.com.

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                      Robert Stein 
---  ------------------------  ------------------------------------------------------------------------- 
 2    Reason for the notification 
---  --------------------------------------------------------------------------------------------------- 
 a)   Position/status           Chief Executive Officer 
---  ------------------------  ------------------------------------------------------------------------- 
 b)   Initial notification      Initial Notification 
       /Amendment 
---  ------------------------  ------------------------------------------------------------------------- 
 3    Details of the issuer, emission allowance 
       market participant, auction platform, auctioneer 
       or auction monitor 
---  --------------------------------------------------------------------------------------------------- 
 a)   Name                      Kalibrate Technologies plc 
---  ------------------------  ------------------------------------------------------------------------- 
 b)   LEI                       N/A 
---  ------------------------  ------------------------------------------------------------------------- 
 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            Ordinary shares of 0.2 pence 
       the financial             each 
       instrument, type 
       of instrument 
                                 GB00BFZCRC66 
       Identification 
       code 
---  ------------------------  ------------------------------------------------------------------------- 
 b)   Nature of the                              (i) Option Exercise 
       transaction                                (ii) Option Exercise 
                                                  (iii) Disposal of Ordinary 
                                                  Shares 
---  ------------------------  ------------------------------------------------------------------------- 
 c)   Price(s) and volume(s)      Price(s)                            Volume(s) 
                                  ----------------------------------  ---------------------------------- 
                                                    (i) 32.9 pence                      (i) 1,509,044 
                                                     (ii) 79.0 pence                     (ii) 800,000 
                                                     (iii) 85.5                          (iii) 2,309,044 
                                                      pence 
                                  ----------------------------------  ---------------------------------- 
---  ------------------------  ------------------------------------------------------------------------- 
 d)   Aggregated information 
 
       - Aggregated volume        n/a 
 
 
       - Price 
---  ------------------------  ------------------------------------------------------------------------- 
 e)   Date of the transaction        (i) 17 July 2017 
                                      (ii) 17 July 2017 
                                      (iii) 17 July 2017 
---  ------------------------  ------------------------------------------------------------------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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July 17, 2017 10:31 ET (14:31 GMT)