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RNS Number : 8513O

Panoply Holdings PLC (The)

11 February 2021

11 February 2021

The Panoply Holdings PLC

("The Panoply", or the "Group")

General Text Amendment

The following amendment has been made to the Issue of shares / PDMR dealing and total voting rights

announcement released on 9 February 2021 at 7:00am under RNS Number: 38440.

The figure 64 Partnership Shares and Matching Shares in section 4(c) of the PDMR tables for Neal Gandhi and Oliver Rigby has now been changed to 84, as disclosed in the other sections of the announcement. As a result the aggregated value of the Matching Shares and Partnership Shares is GBP148.68. The Total Earnout Shares in section 4(d) of the PDMR table referring to Oliver Rigby have been changed from 63,508 to 1,601 as disclosed elsewhere on the announcement. The transaction date in section 4(e) of the PDMR table referring to Neal Gandhi has been amended from 8 February 2021 to 9 February 2021. The admission date expected for the shares to start trading has been amended from 12 January 2021 to 12 February 2021.

Other than those changes, all other details of the RNS remain the same and the full amended announcement is set out below.

The full text is shown below.

The Panoply Holdings PLC, the technology-enabled services group focused on digital transformation, announces that the Group has today issued 345,191 new ordinary shares of 1 pence each in respect of outstanding acquisition consideration totalling GBP637,339 ("Earnout Shares") and 4,906 new ordinary shares of 1 pence in respect of the Share Incentive Plan ("SIP").

The SIP Trustees (Cytec Trustees Limited) acquired a total of 4,906 shares (the "Partnership Shares") on 8 February 2021 at a price of GBP1.77 per Ordinary Share and total cost of GBP8,683.62. The Partnership Shares were acquired by purchase in the market and allocated to those Group employees participating in its Share Incentive Plan (SIP) scheme . As set out at the time of the announcement of The Panoply's interim results on 30 November 2020, this SIP Plan is designed to reward and incentivise employees of the Group through tax-efficient salary sacrifice and a free matching award of Ordinary Shares on a one-for-one basis. Accordingly, on 8 February 2021, the SIP Trustees also allocated a total of 4,906 matching shares (the "Matching Shares") under the SIP. The Matching Shares are covered by the Group's block listing as announced on 15 January 2021.

Neal Gandhi and Oliver Rigby received Earnout Shares in respect of the acquisitions, together with Partnership Shares and Matching Shares under the SIP as follows:

 
 Name            Earnout   Partnership        Matching   Total Shares post          Percentage 
                  Shares    Shares acquired    Shares     issue (including shares    of issued 
                  issued                       issued     held by the SIP on         share capital 
                                                          behalf of the relevant 
                                                          PDMR) 
 Neal Gandhi     63,508    84                 84         9,997,048                  14.4% 
                --------  -----------------  ---------  -------------------------  --------------- 
 Oliver Rigby    1,601     84                 84         5,095,969                  7.3% 
                --------  -----------------  ---------  -------------------------  --------------- 
 

Remaining value of acquisition consideration to be issued

Following the issue, the Company has additional consideration to pay totalling GBP11,102,061. The maximum further shares to be issued as a result of this consideration is 14,360,629, which reduces to 6,728,522 assuming the share price remained constant at 165p, being the closing mid-market price on 3 February 2021. Further details of the share issues are set out below:

 
 Value       Minimum share   Max shares to      Shares to be issued calculated 
  GBP'000s    price           be issued '000s    based on 31 December 2020 closing 
                                                 share price 
     6,576             74p              8,888                                3,986 
            --------------  -----------------  ----------------------------------- 
     1,306             82p              1,593                                  792 
            --------------  -----------------  ----------------------------------- 
       838           82.5p              1,015                                  508 
            --------------  -----------------  ----------------------------------- 
     2,382         83.125p              2,865                                1,443 
            --------------  -----------------  ----------------------------------- 
    11,102                             14,361                                6,729 
            --------------  -----------------  ----------------------------------- 
 
 
Timing of payment               Value GBP'000s 
 of acquisition consideration 
Within the next 6 
 months                                  4,578 
                                -------------- 
Between 6-12 months                      3,069 
                                -------------- 
After 12 months                          3,455 
                                -------------- 
 

Admission to trading and total voting rights

An application has been made for the admission of the Earnout Shares to trading on AIM which is expected to take place on or around 12 February 2021. The Matching Shares are covered by the Group's block listing as announced on 15 January 2021.

Following this issue of Earnout Shares and Matching Shares the Company will have 69,573,128 Ordinary Shares in issue and no Ordinary Shares in treasury. Therefore, the total voting rights in The Panoply will be 69,573,128 . T his figure may be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Group under the FCA's Disclosure Guidance and Transparency Rules.

Enquiries:

 
 The Panoply Holdings              Via Alma PR 
   Neal Gandhi (CEO) 
   Oliver Rigby (CFO) 
 
   Stifel Nicolaus Europe Limited    +44 (0)207 710 7600 
   (Nomad and Joint Broker) 
  Fred Walsh 
   Alex Price 
 
   Dowgate Capital Limited 
   (Joint Broker) 
   James Serjeant 
   David Poutney                     +44 (0)203 903 7715 
  Alma PR                           panoply@almapr.co.uk 
   (Financial PR)                    +44(0)203 405 0209 
   Susie Hudson 
   Josh Royston 
   Harriet Jackson 
 

About The Panoply

The Panoply is a digitally native technology services company, built to service clients' digital transformation needs. Founded in 2016, with the aim of identifying and acquiring best-of-breed specialist information technology, design and innovation consulting businesses across Europe, the Group collaborates with its clients to deliver the technology outcomes they're looking for at the pace that they expect and demand.

More information is available at www.thepanoply.com

 
 1                   Details of the person discharging managerial 
                      responsibilities / person closely associated 
 a)                Name                            Neal Gandhi 
                  ----------------------------    ------------------------------------------ 
 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                            The Panoply Holdings Plc 
                  ----------------------------    ------------------------------------------ 
 b)                LEI                             2138004S9O18Q6F9MS74 
                  ----------------------------    ------------------------------------------ 
 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 
                    the financial 
                    instrument, type 
                    of instrument 
                   Identification                  ISIN: GB00BGGK0V60 
                    code 
 b)                Nature of the                   Receipt of vendor consideration 
                    transaction                     shares and purchase and 
                                                    allocation of Partnership 
                                                    and Matching Shares, respectively, 
                                                    under the The Panoply Holdings 
                                                    PLC Share Incentive Plan 
 
 c) Price(s) and                                       Earnout Shares: 
  volume(s)                                             55,499 ordinary shares 
                                                        at 180.33 p 
                                                        8,009 ordinary shares 
                                                        at 186.52p 
                                                        Matching Shares: 
                                                        84 ordinary shares at 
                                                        177.00p 
 
                                                        Partnership Shares: 
                                                        84 ordinary shares at 
                                                        177.00p 
                                                      ------------------------------------ 
 
 d)                Aggregated information          Earnout Shares: 
                                                    63,508 shares 
                                                    GBP115,019.73 
                   - Aggregated volume             Matching Shares: 
                                                    GBP148.68 
                   - Price 
                                                     Partnership Shares: 
                                                     GBP148.68 
 e)                Date of the transaction         9February 2021 
 f)                Place of the transaction        Earnout Shares and Matching 
                                                    Shares took place outside 
                                                    a trading venue 
 
                                                    Partnership Shares acquired 
                                                    on AIM 
                  ----------------------------    ------------------------------------------ 
 
 1                   Details of the person discharging managerial 
                      responsibilities / person closely associated 
                    ------------------------------------------------------------------------ 
 a)                Name                            Oliver Rigby 
                  ----------------------------    ------------------------------------------ 
 2                   Reason for the notification 
                    ------------------------------------------------------------------------ 
 a)                Position/status                 Chief Financial Officer 
                  ----------------------------    ------------------------------------------ 
 b)                Initial notification            Initial notification 
                    /Amendment 
                  ----------------------------    ------------------------------------------ 
 3                   Details of the issuer, emission allowance 
                      market participant, auction platform, auctioneer 
                      or auction monitor 
                    ------------------------------------------------------------------------ 
 a)                Name                            The Panoply Holdings Plc 
                  ----------------------------    ------------------------------------------ 
 b)                LEI                             2138004S9O18Q6F9MS74 
                  ----------------------------    ------------------------------------------ 
 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 
                    the financial 
                    instrument, type 
                    of instrument 
                   Identification                  ISIN: GB00BGGK0V60 
                    code 
 b)                Nature of the                   Receipt of vendor consideration 
                    transaction                     shares and purchase and 
                                                    allocation of Partnership 
                                                    and Matching Shares, respectively, 
                                                    under the The Panoply Holdings 
                                                    PLC Share Incentive Plan 
 
 c) Price(s) and                                       Earnout Shares: 
  volume(s)                                             1,601 ordinary shares 
                                                        at 186.52p 
                                                        Matching Shares: 
                                                        84 ordinary shares at 
                                                        177.00p 
 
                                                        Partnership Shares: 
                                                        84 ordinary shares at 
                                                        177.00p 
                                                      ------------------------------------ 
 
 d)                Aggregated information          Earnout Shares: 
                                                    1,601 shares 
                                                    GBP2,986.19 
                   - Aggregated volume             Matching Shares: 
                                                    GBP148.68 
                   - Price 
                                                     Partnership Shares: 
                                                     GBP148.68 
 e)                Date of the transaction         9 February 2021 
 f)                Place of the transaction        Earnout Shares and Matching 
                                                    Shares took place outside 
                                                    a trading venue 
 
                                                    Partnership Shares acquired 
                                                    on AIM 
                  ----------------------------    ------------------------------------------ 
 
 

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END

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