TIDMCER
RNS Number : 3180P
Cerillion PLC
08 June 2020
8 June 2020
AIM: CER
Cerillion plc
("Cerillion" or "the Company")
Result of Director Placing and Director/PDMR Dealings
Cerillion announces that further to the announcement earlier
today, Guy O'Connor and Oliver Gilchrist, (together the "Executive
Directors") have sold in aggregate 2,744,748 ordinary shares of 0.5
pence each in the Company ("Placing Shares") at a price of 255
pence per share to certain new and existing institutional
shareholders (the "Placing"). The Placing Shares, represent in
aggregate 9.3% of the issued share capital of the Company.
Following the Placing, Oliver holds 1.2% of the issued share
capital of the Company. On 1 June 2020, the Company announced Guy's
intention to retire from the Board of the Company and the date of
Guy's departure will be confirmed in due course. Following the
Placing, Guy no longer holds any ordinary shares in the
Company.
The Company is not a party to the Placing and will not receive
any proceeds from the Placing.
The trade date for the Placing is 8 June 2020 and settlement is
expected to occur on 10 June 2020 on a T+2 basis. Liberum Capital
Limited ("Liberum") acted as sole bookrunner in connection with the
Placing.
Following the Placing, the Executive Directors will have the
following resultant shareholdings:
Initial Holding Resultant Holding
Selling Number Percentage Ordinary Price Number Percentage
Shareholder of Ordinary of issued shares of Ordinary of Ordinary of issued
Shares share capital sold shares Shares share capital
sold
------------------ ------------- --------------- ---------- ------------- ------------- ---------------
Oliver Gilchrist
(CFO) 705,790 2.4% 352,895 255p 352,895 1.2%
Guy O'Connor
(Director
of Strategic
Accounts) 2,391,853 8.1% 2,391,853 255p Nil Nil
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation (EU) 596/2014. The person
responsible for making this announcement on behalf of the Company
is Oliver Gilchrist.
Cerillion plc c/o KTZ Communications
Louis Hall, CEO T: 020 3178 6378
Oliver Gilchrist, CFO
Liberum (Nomad, Broker and Sole Bookrunner) T: 020 3100 2000
Bidhi Bhoma, Euan Brown, William Hall
KTZ Communications T: 020 3178 6378
Katie Tzouliadis, Dan Mahoney
About Cerillion
www.cerillion.com
Cerillion is a leading provider of mission critical software for
billing, charging and customer relationship management ("CRM"),
mainly serving the telecommunications market but also other sectors
such as utilities and financial services. The Company currently has
over 90 customer installations across over 40 countries.
Headquartered in London, Cerillion also has operations in Pune,
India, where its Global Solutions Centre is located, Miami and
Sydney.
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 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 AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
REGULATION"); AND (2) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS
AND 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 AMED) (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, Australia, Canada, Japan or South Africa or in
any other jurisdiction in which such an offer or invitation is
unlawful ("Restricted Jurisdictions"). Neither this announcement
nor any copy of it may be taken, transmitted or distributed,
directly or indirectly, in or into or from any Restricted
Jurisdiction. Any failure to comply with this restriction may
constitute a violation of securities laws in the relevant
Restricted Jurisdiction.
The Placing Shares are not being made available to the public
and none of the Placing Shares are being offered or sold in any
jurisdiction where it would be unlawful to do so. The Placing
Shares have not been and will not be registered under the relevant
laws of any of the Restricted Jurisdictions or any state, province
or territory thereof and may not be offered, sold, resold,
delivered or distributed, directly or indirectly, in or into any
Restricted Jurisdiction or to, or for the account or benefit of,
any person with a registered address in, or who is a resident of or
ordinarily resident in, or a citizen of, any Restricted
Jurisdiction except pursuant to an applicable exemption.
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 or to, or for the
account or benefit of, US Persons (as defined in Regulation S under
the Securities Act). 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 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
Company, Liberum, or any of their respective affiliates.
The distribution of this announcement and the offering or
Placing of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company,
Liberum, 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 Company and Liberum to inform themselves about and
to observe any applicable restrictions.
Liberum is authorised and regulated by the FCA. Liberum is
acting for the Executive Directors only in connection with the
Placing and no one else, and will not be responsible to anyone
other than the Executive Directors for providing the protections
offered to clients of Liberum nor for providing advice in relation
to the Placing Shares or the Placing, the contents of this
announcement or any transaction, arrangement or other matter
referred to in this announcement.
In connection with the Placing, Liberum Capital Limited or any
of its respective affiliates may take up a portion of the Placing
Shares as a principal position and in that capacity may retain,
purchase, sell, offer to sell for its own accounts such Placing
Shares and other securities of Cerillion plc or related investments
in connection with the Placing or otherwise. Accordingly,
references to the Placing Shares being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or
dealing by Liberum and any of its respective affiliates acting as
investors for their own accounts. Liberum does not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
Liberum is authorised and regulated by the FCA. Liberum is
acting for the Executive Directors only in connection with the
Placing and no one else, and will not be responsible to anyone
other than the Executive Directors for providing the protections
offered to clients of Liberum nor for providing advice in relation
to the Placing Shares or the Placing, the contents of this
announcement or any transaction, arrangement or other matter
referred to in this announcement.
This announcement has been issued by the Company on behalf of
the Executive Directors and is the sole responsibility of the
Executive Directors apart from the responsibilities and
liabilities, if any, that may be imposed on Liberum by the
Financial Services and Markets Act 2000. Liberum does not accept
any responsibility whatsoever and makes no representation or
warranty, express or implied, for the contents of this
announcement, including its accuracy, completeness or verification
or for any other statement made or purported to be made by the
Executive Directors or on the Executive Directors' behalf or on
Liberum's behalf, in connection with the Executive Directors or the
Placing, and nothing in this announcement is or shall be relied
upon as a promise or representation in this respect, whether as to
the past or the future. Liberum accordingly disclaims to the
fullest extent permitted by law all and any responsibility and
liability, whether arising in tort, contract or otherwise, which it
might otherwise have in respect of this announcement and any such
statement.
The notification below, made in accordance with the requirements
of the EU Market Abuse Regulation, provides further detail.
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 Guy O'Connor
------------------------ --------------------------------------
2 Reason for the notification
----------------------------------------------------------------
a) Position/status Director of Strategic Accounts
------------------------ --------------------------------------
b) Initial notification Initial Notification
/Amendment
------------------------ --------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------
a) Name Cerillion Plc
------------------------ --------------------------------------
b) LEI 213800ISIZMUC3P46850
------------------------ --------------------------------------
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 Ordinary shares in Cerillion Plc
instrument,
type of instrument GB00BYYX6C66
Identification
code
------------------------ --------------------------------------
b) Nature of the Disposal of shares
transaction
------------------------ --------------------------------------
c) Price(s) and Price Volume(s)
volume(s) 255p 2,391,853 shares
-----------------
------------------------ --------------------------------------
d) Aggregated N/A (single transaction)
information
- Aggregated
volume
- Price
------------------------ --------------------------------------
e) Date of the 8 June 2020
transaction
------------------------ --------------------------------------
f) Place of the LSE, AIM Market (XLON)
transaction
------------------------ --------------------------------------
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Oliver Gilchrist
------------------------ --------------------------------------
2 Reason for the notification
----------------------------------------------------------------
a) Position/status CFO
------------------------ --------------------------------------
b) Initial notification Initial Notification
/Amendment
------------------------ --------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
----------------------------------------------------------------
a) Name Cerillion Plc
------------------------ --------------------------------------
b) LEI 213800ISIZMUC3P46850
------------------------ --------------------------------------
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 Ordinary shares in Cerillion Plc
instrument,
type of instrument GB00BYYX6C66
Identification
code
------------------------ --------------------------------------
b) Nature of the Disposal of shares
transaction
------------------------ --------------------------------------
c) Price(s) and Price Volume(s)
volume(s) 255p 352,895 shares
---------------
------------------------ --------------------------------------
d) Aggregated N/A (single transaction)
information
- Aggregated
volume
- Price
------------------------ --------------------------------------
e) Date of the 8 June 2020
transaction
------------------------ --------------------------------------
f) Place of the LSE, AIM Market (XLON)
transaction
------------------------ --------------------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
DSHFPMFTMTJMBLM
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June 08, 2020 12:43 ET (16:43 GMT)
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