TIDMIRSH TIDMFDP
RNS Number : 0515F
Goodbody Stockbrokers UC
12 November 2020
This announcement contains inside information within the meaning
of the EU Market Abuse Regulation 596/2014. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain.
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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 OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
12 November 2020
RESULT OF SALE OF PART OF HOLDING IN FIRST DERIVATIVES PLC ("FD"
OR THE "COMPANY")
Further to the announcement on 11 November 2020 regarding a
proposed secondary placing in FD, Juliana Conlon announces that she
has sold in aggregate 2,320,280 shares in the Company at a price of
2,700 pence per share (the "Placing").
The Placing was conducted via an accelerated bookbuild through
Goodbody Stockbrokers UC ("Goodbody"). Ms. Conlon entered into a
block trade agreement with Goodbody as the sole bookrunner in
relation to the Placing. Ms. Conlon has agreed with Goodbody not to
sell her remaining shares in the Company for a period of 180 days
(subject to certain customary exceptions).
The Placing is expected to settle on a T+2 basis, on Monday, 16
November 2020. The Company is not party to the Placing and will not
receive any proceeds from the Placing.
Following completion of the Placing, Ms. Conlon will hold
4,050,823 shares in the Company, representing approximately 14.7
per cent. of the voting rights of the Company.
Enquiries
For further information please contact:
Goodbody
David Kearney
Don Harrington
Linda Clarke +353 (0)1 667 0420
TR-1: S tandard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and
to the FCA in Microsoft Word format if possible)(i)
1a. Identity of the issuer or the First Derivatives plc
underlying issuer of existing shares
to which voting rights are attached
(ii) :
--------------------------------------------
1b. Please indicate if the issuer is a non-UK issuer (please mark with
an "X" if appropriate)
Non-UK issuer
----
2. Reason for the notification (please mark the appropriate box or boxes
with an "X")
An acquisition or disposal of voting rights X
----
An acquisition or disposal of financial instruments
----
An event changing the breakdown of voting rights
----
Other (please specify)(iii) :
----
3. Details of person subject to the notification obligation (iv)
Name Juliana Conlon
City and country of registered office
(if applicable)
4. Full name of shareholder(s) (if different from 3.) (v)
Name Juliana Conlon
--------------------------------------------
City and country of registered office
(if applicable)
--------------------------------------------
5. Date on which the threshold was 12 November 2020
crossed or reached (vi) :
--------------------------------------------
6. Date on which issuer notified (DD/MM/YYYY): 12 November 2020
--------------------------------------------
7. Total positions of person(s) subject to the notification obligation
% of voting % of voting rights Total of both Total number
rights attached through financial in % (8.A + of voting rights
to shares (total instruments 8.B) of issuer (vii)
of 8. A) (total of 8.B
1 + 8.B 2)
------------------ --------------------- -------------- --------------------
Resulting situation
on the date
on which threshold
was crossed
or reached 14.67 14.67 27,613,507
------------------ --------------------- -------------- --------------------
Position of
previous notification
(if
applicable) 24.25 24.25
------------------ --------------------- -------------- --------------------
8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights % of voting rights
shares (ix)
ISIN code (if
possible)
Direct Indirect Direct Indirect
(Art 9 of Directive (Art 10 of Directive (Art 9 of Directive (Art 10 of Directive
2004/109/EC) 2004/109/EC) 2004/109/EC) (DTR5.1) 2004/109/EC)
(DTR5.1) (DTR5.2.1) (DTR5.2.1)
--------------------------
GB0031477770 4,050,823 14.67
---------------------- -------------------------- ------------------------- ---------------------
SUBTOTAL 8. A 4,050,823 14.67
-------------------------------------------------- ------------------------------------------------
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC
(DTR5.3.1.1 (a))
Type of Expiration Exercise/ Number of voting % of voting
financial date Conversion Period rights that may rights
instrument (x) (xi) be acquired if
the instrument
is
exercised/converted.
----------- ------------------------------ -------------------------------- ---------------------
SUBTOTAL 8. B 1
------------------------------ -------------------------------- ---------------------
B 2: Financial Instruments with similar economic effect according to
Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of Expiration Exercise/ Physical or Number of % of voting
financial date (x) Conversion cash voting rights rights
instrument Period (xi) settlement
(xii)
---------------- -------------------- -------------------- --------------------
SUBTOTAL 8.B.2
-------------------- --------------------
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled X
by any natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the
(underlying) issuer (xiii)
Full chain of controlled undertakings through which the voting rights
and/or the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity (xiv) (please add additional
rows as necessary)
Name (xv) % of voting rights % of voting rights Total of both if
if it equals or through financial it equals or is
is higher than the instruments if it higher than the
notifiable threshold equals or is higher notifiable threshold
than the notifiable
threshold
---------------------- --------------------- ------------------------
Juliana Conlon 14.67 Nil 14.67
---------------------- --------------------- ------------------------
10. In case of proxy voting, please identify:
Name of the proxy holder
-----------------------------------------------
The number and % of voting rights
held
-----------------------------------------------
The date until which the voting rights
will be held
-----------------------------------------------
11. Additional information (xvi)
Place of completion London
Date of completion 12 November 2020
-----------------
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
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(E) OF REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION") ("QUALIFIED INVESTORS") AND
(B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE
DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED (THE "ORDER"), OR ARE HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH
VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2) OF THE ORDER AND (II)
ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 ("FSMA") AND (C) OTHERWISE, TO
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT (EACH
A "RELEVANT PERSON") . 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, Japan or the Republic of
South Africa or in any other jurisdiction in which such an offer or
solicitation is unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US 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 except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the US 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. Subject to certain
exceptions, the Placing Shares are being offered and sold outside
of the United States in "offshore transactions" within the meaning
of, and in reliance on, the safe harbour from the registration
requirements under the Securities Act provided by Regulation S
promulgated thereunder.
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 Ms.
Conlon, Goodbody or any of its respective partners, directors,
officers, employees, advisers, agents, consultants or affiliates
("Affiliates"). Save for any responsibilities or liabilities, if
any, imposed on Goodbody by any regulatory regime, no
responsibility or liability is accepted by Goodbody or any of its
respective Affiliates for any errors, omissions or inaccuracies in
such information or opinions or for any loss, cost or damage
suffered or incurred howsoever arising, directly or indirectly,
from any use of this announcement or its contents or otherwise in
connection with this announcement or from any acts or omissions of
Ms. Conlon in relation to the Placing.
Neither this announcement nor any copy of it may be taken,
released, published, 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), Canada, Australia, the Republic of South
Africa or Japan. Any failure to comply with this restriction may
constitute a violation of United States, Canadian, Australian,
South African or Japanese securities laws.
The offer or sale of the Placing Shares may be restricted by law
in certain jurisdictions. This announcement does not constitute an
offer to sell or issue or the solicitation of an offer to buy,
subscribe for or otherwise acquire any shares or other securities
of FD in, into or from the United States, Australia, Canada, Japan,
the Republic of South Africa or any jurisdiction in which any such
offer or solicitation would be unlawful.
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 Ms. Conlon, Goodbody or any of its
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 Ms.
Conlon and Goodbody 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
Goodbody or any of its Affiliates in relation to any purchase of,
or subscription for, securities of FD.
No representation or warranty, express or implied, is given by
or will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by Goodbody or by any of its
Affiliates as to or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers. To the extent permitted at law, all liability is
expressly disclaimed.
Goodbody is acting exclusively for Ms. Conlon in connection with
the Placing and no-one else. Goodbody will not regard any other
person as its clients to in this announcement and will not be
responsible to anyone other than Ms. Conlon for providing the
protections afforded to its clients, nor will they be responsible
for providing advice in relation to the contents of or any
transaction, arrangement or other matter referred to herein.
Goodbody and any of its Affiliates, acting as an investor for
their own account, may participate in the Placing on a proprietary
basis and in that capacity, may retain, purchase, sell or otherwise
deal for their own accounts such securities referred to herein. In
addition, they may enter into financing arrangements and swaps with
investors in connection with which they may from time to time
acquire, hold or dispose of shares. Goodbody does not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligation to do so.
Goodbody Stockbrokers UC, trading as Goodbody, is regulated by
the Central Bank of Ireland. In the United Kingdom, Goodbody is
authorised and subject to limited regulation by the Financial
Conduct Authority.
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END
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November 12, 2020 02:00 ET (07:00 GMT)
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