(“Anpario” or the “Company”)
Anpario announces that on 20 September 2017 Karen Prior, Finance Director (the “Director”) of the Company sold interests in ordinary shares of 23p each in the Company (“Ordinary Shares”) as set out in the table below. These interests, as joint beneficial owner, were held on the terms of joint ownership agreements entered into in September 2011 under the Company’s Joint Share Ownership Plan (“JSOP”) which had become fully vested. The disposal was effected by the exercise of conversion options requiring the co-owner (the plan trustee) to exchange tranches of their respective interests so that the Director acquires a beneficial interest in a whole number of shares equal in value to the gain accrued under the terms of the JSOP award. The Director immediately sold in the market such number of shares in the Company at a price per share of £3.80 per Ordinary Share.
|Name of Director||No. of jointly owned Ordinary Shares||No. of Ordinary Shares acquired on exercise of exchange||No. of Ordinary Shares Sold|
The remaining 49,982 Ordinary Shares formerly held in joint ownership have been acquired by RBC cees Limited as trustee of The Anpario plc Group Employees’ Share Trust (the “Trustee”) (the “Trust”) pursuant to the exercise of the conversion options by the Trustee in its capacity as co-owner.
Ordinary Shares issued under the Company’s JSOP
Anpario also announces that, on 20 September 2017, it has allotted 125,018 new Ordinary Shares. The Ordinary Shares have been issued at a subscription price of £3.75 per Ordinary Share, being the closing price of an Ordinary Shares on 19 September 2017, pursuant to The Anpario plc Employees’ JSOP (the “Plan”).
The Ordinary Shares have been issued into the respective joint beneficial ownership of (i) the participating executive Director, Karen Prior and (ii) the trustee of the Trust upon and subject to the terms of joint ownership agreements (“JOAs”) respectively entered into between the Director, the Company and the Trustee. The subscription price has been paid by the Trust out of funds advanced to it by the Company.
In addition, 49,982 existing Ordinary Shares, which as previously described had been acquired by the Trustee on the exercise of conversion options in respect of shares formerly held in joint ownership, have been transferred by the Trustee, for no consideration, into the respective joint beneficial ownership of (i) each of the participating executive Directors named below and (ii) the Trustee upon and subject to the terms of the JOAs respectively entered into between the Director concerned, the Company and the Trustee.
The terms of the JOAs provide, inter alia, that if jointly owned shares become vested and are sold, the proceeds of sale will be divided between the joint owners so that the participating Director receives an amount equal to any growth in the market value of the jointly owned Ordinary Shares above the initial market value (£3.75 pence per share), less a “carrying cost” (equivalent to simple interest at 4.5 per cent per annum on the initial market value) and the Trust receives the initial market value of the jointly owned shares plus the carrying cost. Jointly owned Ordinary Shares will become vested if the participant remains with the Company for a minimum period of 3 years.
Effect of the transactions
Following the above transactions, the beneficial interests held by Karen Prior will be as follows:
Jointly Owned 23p Ordinary Shares:
|Existing interests in jointly owned Ordinary Shares||Jointly owned Ordinary Shares acquired and sold under the JSOP||Jointly owned Ordinary Shares transferred to the Trustee under the JSOP||Interests in jointly owned Ordinary Shares transferred from the Trustee to Directors under the JSOP||New interests in jointly owned Ordinary Shares issued under JSOP||Remaining interests in jointly owned Ordinary Shares|
Beneficially Owned 23p Ordinary Shares: 202,836
Application for Ordinary Shares
Application for admission to AIM has also been separately made in relation to 125,018 Ordinary Shares, and it is expected that admission will be effective on 27 September 2017.
The Company’s issued share capital following the admission of the Ordinary Shares will comprise 23,261,362 Ordinary Shares with voting rights. The Company holds 143,042 Ordinary Shares in Treasury. The total number of ordinary shares in issue (excluding shares held as treasury shares) is 23,118,320 and 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 Disclosure and Transparency Rules.
Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and their Closely Associated Persons
|1||Details of the person discharging managerial responsibilities/person closely associated|
|2||Reason for the notification|
|b)||Initial notification/Amendment||Initial notification|
|3||Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor|
|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 instrument, type of instrument
|Purchase of ordinary shares of 23 pence each in the Company (“Ordinary Shares”)
|b)||Nature of the transaction||Sale of Ordinary Shares|
|c)||Price(s) and volume(s)
|e)||Date of the transaction||2017-09-20|
|f)||Place of the transaction
|London Stock Exchange (XLON), AIM|
Richard Edwards, Chief Executive Officer +44 (0) 791 955 2040
Peel Hunt LLP
Adrian Trimmings +44 (0) 207 418 8900