LoopUp Group PLC Completion of Secondary Placing of Shares (7242R)

TIDMLOOP

RNS Number : 7242R

LoopUp Group PLC

25 September 2017

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

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES.

PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.

LOOPUP GROUP PLC

("LoopUp Group" or the "Group")

Completion of Secondary Placing of Shares,

Notification of Director/PDMR Dealings and Issue of Equity

LoopUp Group plc (LSE AIM: LOOP), the premium remote meetings company, is pleased to confirm that, further to the Group's announcement earlier today, certain shareholders and former and existing employees, including PDMRs, have sold shares at 260 pence per Ordinary Share (the "Sale Price") in order to satisfy institutional demand and increase the Group's free float (the "Sale"). In aggregate, 3,423,838 Ordinary Shares were subject to the Sale, representing 8.14% of the Group's enlarged issued share capital. The Group will not receive any proceeds from the Sale. The Sale was executed by Panmure Gordon (UK) Limited ("Panmure Gordon") who is the Company's Nominated Adviser and Broker.

The Group has also issued, in aggregate, 1,099,077 new Ordinary Shares as a result of an exercise of options by former and existing employees, including PDMRs. These options were exercised at a weighted average price of 74.07 pence each resulting in the Group receiving GBP814,057.75 of gross proceeds. Following this issue of new Ordinary Shares, the Group will have a total of 42,069,727 Ordinary Shares in issue (the "Enlarged Issued Share Capital").

Director/PDMR sale of shares and exercise of options

 
                                                                     Resultant holding 
                                                           ------------------------------------- 
                                                                             % of        Options 
                       Current                     No. of                Enlarged           over 
                           no.                   Ordinary      No. of      Issued            no. 
                   of Ordinary      Options        Shares    Ordinary       Share    of Ordinary 
 PDMR                   Shares    exercised          sold      Shares     Capital         Shares 
---------------  -------------  -----------  ------------  ----------  ----------  ------------- 
 Steve Flavell       2,727,294      880,000   (1,080,000)   2,527,294       6.01%              - 
 Michael 
  Hughes             2,707,294            -     (250,000)   2,457,294       5.84%        880,000 
 Simon Healey           30,275       30,275      (60,550)           -           -        100,000 
 Marcus 
  Greensit             315,422            -     (165,422)     150,000       0.36%        300,000 
 Katherine 
  Nellums                    -       38,888      (38,888)           -           -         61,112 
 
 

Steve Flavell, the co-CEO of the Group, has sold 200,000 of his existing Ordinary Shares and 880,000 Ordinary Shares that were a result of an exercise of options at a price of 75 pence each. In aggregate, Mr. Flavell has sold 1,080,000 Ordinary Shares at the Sale Price. Following the Sale, Mr. Flavell will have a beneficial interest of 2,527,294 Ordinary Shares representing 6.01% of the Group's Enlarged Issued Share Capital. Mr. Flavell has agreed with Panmure Gordon that these 2,527,294 Ordinary Shares will be subject to a 12 month lock-in from the date of this notification, subject to customary exceptions.

Michael Hughes, the co-CEO of the Group, has sold 250,000 of his existing Ordinary Shares at the Sale Price. Following the Sale, Mr. Hughes will have a beneficial interest of 2,457,294 Ordinary Shares representing 5.84% of the Group's Enlarged Issued Share Capital. Mr. Hughes will also continue to hold options over 880,000 Ordinary Shares. Mr. Hughes has agreed with Panmure Gordon that his resultant holding of 2,457,294 Ordinary Shares and options over 880,000 Ordinary Shares will be subject to a 12 month lock-in from the date of this notification, subject to customary exceptions.

Simon Healey, the CFO of the Group, has sold 30,275 of his existing Ordinary Shares and 30,275 Ordinary Shares that were a result of an exercise of options at a price of 75 pence each. In aggregate, Mr. Healey has sold 60,550 Ordinary Shares at the Sale Price. Following the Sale, Mr. Healey will hold options over 100,000 Ordinary Shares. Mr. Healey has agreed with Panmure Gordon that these 100,000 options will be subject to a 12 month lock-in from the date of this notification, subject to customary exceptions.

Marcus Greensit, the COO of the Group, has sold 165,422 of his existing Ordinary Shares at the Sale Price. Following the Sale, Mr. Greensit will have a beneficial interest of 150,000 Ordinary Shares representing 0.38% of the Group's Enlarged Issued Share Capital. Mr Greensit will also continue to hold options over 300,000 Ordinary Shares. These 150,000 Ordinary Shares and options over 300,000 Ordinary Shares will continue being subject to orderly market arrangements undertaken on Admission.

Katherine Nellums, Vice President of Marketing of the Group, as a result of an exercise of options at a price of 75 pence each, has sold 38,888 Ordinary Shares at the Sale Price. Following the Sale, Ms. Nellums will hold options over 61,112 Ordinary Shares, which will continue being subject to orderly market arrangements undertaken on Admission.

Issue of Equity

The Group has also issued, in aggregate, 1,099,077 new Ordinary Shares as a result of an exercise of options by former and existing employees, including the PDMRs.

An application has been made for the 1,099,077 new Ordinary Shares to be admitted to trading on AIM. It is expected that the dealings in these new Ordinary Shares will commence on 29 September 2017. The new Ordinary Shares will rank pari passu with the existing Ordinary Shares.

Following Admission, the Group will have in issue a total of 42,069,727 Ordinary Shares. The Group does not hold any Ordinary Shares in treasury.

For further information:

 
 LoopUp Group PLC                        via FTI Consulting, 
                                          LLP 
 Steve Flavell, co-CEO 
 
                                         +44 (0) 207 
 Panmure Gordon (UK) Limited              886 2500 
 Dominic Morley / Alina Vaskina 
  (Corporate Finance) 
 Erik Anderson / Amy Sarra (Corporate 
  Broking) 
 
                                         +44 (0) 203 
 FTI Consulting, LLP                      727 1000 
 Matt Dixon / Chris Lane / Roger 
  Newby 
 

About LoopUp Group plc

LoopUp (LSE AIM: LOOP) is a premium remote meetings solution. Streamlined and intuitive, LoopUp is built for business users and delivers the quality, security and reliability required in the enterprise. One-click screen sharing and integration with tools business people use every day, like Outlook(TM), make it easy for LoopUp users to collaborate in real time. LoopUp's award-winning SaaS solution doesn't overwhelm users with features, and doesn't require training. Over 2,000 enterprises worldwide, including Travelex, Kia Motors America, Planet Hollywood, National Geographic, and Subaru trust LoopUp with their remote meetings.

The Group is headquartered in London, with offices in San Francisco, New York, Boston, Hong Kong and Barbados, and is listed on the AIM market of the London Stock Exchange (LOOP). For further information, please visit: www.loopup.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)   Names                     1. Steve Flavell 
                                 2. Michael Hughes 
                                 3. Simon Healey 
                                 4. Marcus Greensit 
                                 5. Katherine Nellums 
---  ------------------------  ----------------------------------- 
 2    Reason for the notification 
---  ------------------------------------------------------------- 
 a)   Position/status           Classified as PDMRs of the Company 
---  ------------------------  ----------------------------------- 
 b)   Initial notification      Initial Notification 
       /Amendment 
---  ------------------------  ----------------------------------- 
 3    Details of the issuer, emission allowance market 
       participant, auction platform, auctioneer or 
       auction monitor 
---  ------------------------------------------------------------- 
 a)   Name                      LoopUp Group 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 0.5p each 
       the financial 
       instrument, type 
       of instrument 
---  ------------------------  ----------------------------------- 
 b)   Identification            GB00BYQP6S60 
       code 
---  ------------------------  ----------------------------------- 
 c)   Nature of the              Sale of Ordinary Shares 
       transaction 
---  ------------------------  ----------------------------------- 

 d)   Price(s) and               Price(s)   Volume(s) 
       volume(s)                 ---------  ---------------------- 
                                  1. 260p    1. 1,080,000 Ordinary 
                                              Shares 
                                 ---------  ---------------------- 
                                  2. 260p    2. 250,000 Ordinary 
                                              Shares 
                                 ---------  ---------------------- 
                                  3. 260p    3. 60,550 Ordinary 
                                              Shares 
                                 ---------  ---------------------- 
                                  4. 260p    4. 165,422 Ordinary 
                                              Shares 
                                 ---------  ---------------------- 
                                  5. 260p    5. 38,888 Ordinary 
                                              Shares 
                                 ---------  ---------------------- 
---  ------------------------  ----------------------------------- 
 d)   Aggregated information     1,594,860 Ordinary Shares 
       - Aggregated               260p 
       volume 
       - Price 
---  ------------------------  ----------------------------------- 
 e)   Date of the transaction   25 September 2017 
---  ------------------------  ----------------------------------- 
 f)   Place of the              London Stock Exchange 
       transaction 
---  ------------------------  ----------------------------------- 
 
 
  1   Details of the person discharging managerial 
       responsibilities / person closely associated 
---  ------------------------------------------------------------- 
 a)   Names                     1. Steve Flavell 
                                 2. Michael Hughes 
                                 3. Simon Healey 
                                 4. Marcus Greensit 
                                 5. Katherine Nellums 
---  ------------------------  ----------------------------------- 
 2    Reason for the notification 
---  ------------------------------------------------------------- 
 a)   Position/status           Classified as PDMRs of the Company 
---  ------------------------  ----------------------------------- 
 b)   Initial notification      Initial Notification 
       /Amendment 
---  ------------------------  ----------------------------------- 
 3    Details of the issuer, emission allowance market 
       participant, auction platform, auctioneer or 
       auction monitor 
---  ------------------------------------------------------------- 
 a)   Name                      LoopUp Group 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            Options over Ordinary Shares 
       the financial             of 0.5p each 
       instrument, type 
       of instrument 
---  ------------------------  ----------------------------------- 
 b)   Identification            GB00BYQP6S60 
       code 
---  ------------------------  ----------------------------------- 
 c)   Nature of the              Exercise of options over Ordinary 
       transaction                Shares 
---  ------------------------  ----------------------------------- 
 d)   Price(s) and               Price(s)   Volume(s) 
       volume(s)                 ---------  ------------------- 
                                  1. 75p     1. 880,000 options 
                                 ---------  ------------------- 
                                  2. N/A     2. N/A 
                                 ---------  ------------------- 
                                  3. 75p     3. 30,275 options 
                                 ---------  ------------------- 
                                  4. N/A     4. N/A 
                                 ---------  ------------------- 
                                  5. 75p     5. 38,888 options 
                                 ---------  ------------------- 
---  ------------------------  ----------------------------------- 
 d)   Aggregated information     949,163 
       - Aggregated               Weighted average price of 75p 
       volume                     each 
       - Price 
---  ------------------------  ----------------------------------- 
 e)   Date of the transaction   25 September 2017 
---  ------------------------  ----------------------------------- 
 f)   Place of the              London Stock Exchange 
       transaction 
---  ------------------------  ----------------------------------- 
 

IMPORTANT NOTICE

The distribution of this announcement and the offer and sale of the Sale Shares in certain jurisdictions may be restricted by law. The Sale Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Sale Shares in such jurisdiction. No action has been taken by LoopUp Group, Panmure Gordon or any of their respective affiliates that would permit an offering of the Sale Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, Japan or Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression '2010 PD Amending Directive' means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2) (A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated.

This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

Panmure Gordon is authorised and regulated by the Financial Conduct Authority in the United Kingdom, and is acting exclusively for the Company and the selling shareholders and for no one else in connection with the Sale and will not regard any other person as a client in relation to the Sale and will not be responsible to any other person for providing the protections afforded to its clients nor for providing advice in relation to the Sale or any other matter referred to in this announcement.

This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to LoopUp Group's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.

This information is provided by RNS

The company news service from the London Stock Exchange

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September 25, 2017 07:26 ET (11:26 GMT)