Result of Secondary Placing

Source: RNS
RNS Number : 4302Y
Elixirr International PLC
12 May 2021
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR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 JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ELIXIRR INTERNATIONAL PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF ELIXIRR INTERNATIONAL PLC. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

ELIXIRR INTERNATIONAL PLC

("Elixirr", the "Company" or the "Group")

Result of Secondary Placing and Director/PDMR Shareholdings

Elixirr, an established, global award-winning challenger consultancy, announces that it has been informed by the Selling Shareholders that, further to the announcement made at 2.09 p.m. on 12 May 2021 (the "ABB Announcement"), they have successfully sold a total of 988,445 Placing Shares at a price of 500 pence per Placing Share. The Placing Shares in aggregate represent approximately 2.14 per cent. of the Company's issued share capital.

Capitalised terms in this announcement shall have the same meaning ascribed to them as in the ABB Announcement unless the context requires otherwise.

On completion of the Placing the selling Directors/PDMRs shall have the following resultant shareholdings:


Resultant holding

Director

Shareholding immediately prior to the Placing

Number of Placing Shares sold

Ordinary Shares

% of Issued Share Capital

Gavin Patterson

801,400

40,000

761,400

1.65%

Simon Retter

496,200

40,000

456,200

0.99%

Charlotte Stranner

496,200

40,000

456,200

0.99%

Clare Filby

644,737

40,000

604,737

1.31%

Brandon Bichler

839,600

126,997

712,603

1.54%

Eric Rich

839,600

130,518

709,082

1.54%

Nicholas Willott

348,161

40,000

308,161

0.67%

 

The notification at the end of this announcement, set out in accordance with the requirements of the EU Market Abuse Regulation, provides further details of the transactions.

The Placing was conducted through an accelerated bookbuild by finnCap Ltd ("finnCap") acting as bookrunner. Proceeds of the Placing are payable in cash on usual settlement terms and the Placing is expected to settle on a T+5 basis on or around 19 May 2021.

The Selling Partners remain subject to the Lock-In Undertakings over their residual holding of Ordinary Shares following the Placing such that they may not dispose of these Ordinary Shares for a period of one year following admission of the Ordinary Shares to trading on AIM ("Admission") without the prior consent of the Company or finnCap and following that a customary one-year orderly market agreement will apply.

 For further Information please contact:

 

Elixirr International plc

Stephen Newton, CEO

Graham Busby, CFO

 

 

 

 

Public and Investor Relations contacts:

Caroline Pitt

 

 

finnCap Ltd (Nominated Adviser & Sole Broker)

Christopher Raggett, Simon Hicks, Kate Bannatyne (Corporate Finance)

Alice Lane, Sunila De Silva (ECM)

 

 

 

investor-relations@elixirr.com

 

 

+44 (0)20 7220 0500



About Elixirr International plc

Elixirr is an established global award-winning management consultancy, challenging the larger consultancies by delivering innovative and bespoke solutions to a repeat, globally-recognised client base.

Elixirr was founded in 2009, by Stephen Newton, Graham Busby, Ian Ferguson, Andy Curtis and Mark Goodyear, experienced business advisors who identified a market opportunity to provide bespoke, personal services as a 'challenger' to the traditional consultancy businesses in the market. Elixirr guides its clients to overcome challenges such as: future-proofing against technological disruption; development and roll-out of new propositions, products and services; incubating new businesses; navigating a more complex and multinational regulatory environment; and project management and implementation of major change programmes.

 

 

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

Gavin Patterson

2.     

Reason for the Notification

a)

Position/status

Non-Executive Chairman

b)

Initial notification/Amendment

Initial Notification

3.  

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Elixirr International plc

b)

LEI

213800MKY7OHMVAKW681

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

Ordinary shares of 0.005p each ("Ordinary Shares")

Identification code

GB00BLPHTX84

b)

Nature of the transaction

Sale of Ordinary Shares

c)

Price(s) and volume(s)

Price(s)

Volume(s)

500p

40,000

d)

Aggregated information:

·         Aggregated volume

·         Price

 

40,000 Ordinary Shares at 500p

e)

Date of the transaction

12 May 2021

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 

1.  

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Simon Retter

2.  

Reason for the Notification

a)

Position/status

Non-Executive Director

b)

Initial notification/Amendment

Initial Notification

3.  

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Elixirr International plc

b)

LEI

213800MKY7OHMVAKW681

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

Ordinary shares of 0.005p each ("Ordinary Shares")

Identification code

GB00BLPHTX84

b)

Nature of the transaction

Sale of Ordinary Shares

c)

Price(s) and volume(s)

Price(s)

Volume(s)

500p

40,000

d)

Aggregated information:

·         Aggregated volume

·         Price

 

40,000 Ordinary Shares at 500p

e)

Date of the transaction

12 May 2021

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 

1.  

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Charlotte Stranner

2.  

Reason for the Notification

a)

Position/status

Non-Executive Director

b)

Initial notification/Amendment

Initial Notification

3.  

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Elixirr International plc

b)

LEI

213800MKY7OHMVAKW681

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

Ordinary shares of 0.005p each ("Ordinary Shares")

Identification code

GB00BLPHTX84

b)

Nature of the transaction

Sale of Ordinary Shares

c)

Price(s) and volume(s)

Price(s)

Volume(s)

500p

40,000

d)

Aggregated information:

·         Aggregated volume

·         Price

 

40,000 Ordinary Shares at 500p

e)

Date of the transaction

12 May 2021

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

1.  

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Clare Filby

2.  

Reason for the Notification

a)

Position/status

PDMR

b)

Initial notification/Amendment

Initial Notification

3.  

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Elixirr International plc

b)

LEI

213800MKY7OHMVAKW681

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

Ordinary shares of 0.005p each ("Ordinary Shares")

Identification code

GB00BLPHTX84

b)

Nature of the transaction

Sale of Ordinary Shares

c)

Price(s) and volume(s)

Price(s)

Volume(s)

500p

40,000

d)

Aggregated information:

·         Aggregated volume

·         Price

 

40,000 Ordinary Shares at 500p

e)

Date of the transaction

12 May 2021

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

1.  

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Brandon Bichler

2.  

Reason for the Notification

a)

Position/status

PDMR

b)

Initial notification/Amendment

Initial Notification

3.  

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Elixirr International plc

b)

LEI

213800MKY7OHMVAKW681

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

Ordinary shares of 0.005p each ("Ordinary Shares")

Identification code

GB00BLPHTX84

b)

Nature of the transaction

Sale of Ordinary Shares

c)

Price(s) and volume(s)

Price(s)

Volume(s)

500p

126,997

d)

Aggregated information:

·         Aggregated volume

·         Price

 

126,997 Ordinary Shares at 500p

e)

Date of the transaction

12 May 2021

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

1.  

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Eric Rich

2.  

Reason for the Notification

a)

Position/status

PDMR

b)

Initial notification/Amendment

Initial Notification

3.  

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Elixirr International plc

b)

LEI

213800MKY7OHMVAKW681

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

Ordinary shares of 0.005p each ("Ordinary Shares")

Identification code

GB00BLPHTX84

b)

Nature of the transaction

Sale of Ordinary Shares

c)

Price(s) and volume(s)

Price(s)

Volume(s)

500p

130,518

d)

Aggregated information:

·         Aggregated volume

·         Price

 

130,518 Ordinary Shares at 500p

e)

Date of the transaction

12 May 2021

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

1.  

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Nicholas Willott

2.  

Reason for the Notification

a)

Position/status

PDMR

b)

Initial notification/Amendment

Initial Notification

3.  

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Elixirr International plc

b)

LEI

213800MKY7OHMVAKW681

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

Ordinary shares of 0.005p each ("Ordinary Shares")

Identification code

GB00BLPHTX84

b)

Nature of the transaction

Sale of Ordinary Shares

c)

Price(s) and volume(s)

Price(s)

Volume(s)

500p

40,000

d)

Aggregated information:

·         Aggregated volume

·         Price

 

40,000 Ordinary Shares at 500p

e)

Date of the transaction

12 May 2021

f)

Place of the transaction

London Stock Exchange, AIM Market (XLON)

 

 

Important Notice:

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 THE UNITED KINGDOM OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(e) OF EU REGULATION (EU) 2017/1129 AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS REGULATION"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND, (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). 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, South Africa or Japan or in any jurisdiction in which such an offer or invitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "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 (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 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. 

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, admission document 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 the Selling Shareholders, finnCap or any of their respective affiliates.

Neither this announcement nor any copy of it may be taken, 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), Australia, Canada, the Republic of South Africa or Japan. Any failure to comply with this restriction may constitute a violation of US, Australian, Canadian, South African or Japanese securities laws.

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 the Selling Shareholders, finnCap or any of their 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 the Selling Shareholders and finnCap 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 the Company, the Selling Shareholders, finnCap or any of their respective affiliates in relation to any purchase of or subscription for securities of the Company. No representation or warranty, express or implied, is given by or on behalf of the Company, the Selling Shareholders, finnCap or any of their respective directors, partners, officers, employees, advisers or any other persons as to the accuracy, fairness or sufficiency of the information or opinions contained in this announcement and none of the information contained in this announcement has been independently verified.  Save in the case of fraud, no liability is accepted for any errors, omissions or inaccuracies in such information or opinions.

finnCap, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Selling Shareholders in connection with the Placing and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to the clients of finnCap, nor for providing advice in relation to the Placing or any matters referred to in this announcement, and apart from the responsibilities and liabilities (if any) imposed on finnCap by the Financial Services and Markets Act 2000, any liability therefore is expressly disclaimed. Any other person in receipt of this announcement should seek their own independent legal, investment and tax advice as they see fit.

References to time in this announcement are to London time, unless otherwise stated. All times and dates in this announcement may be subject to amendment.

Certain statements in this announcement are, or may be deemed to be, forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statements which speak only as of the date of this announcement. Statements contained in this announcement regarding past trends or events should not be taken as representation that such trends or events will continue in the future.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, finnCap will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

 

 

 

 

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