NIOX GROUP PLC

Related Party Transaction • Oct 25, 2024

National Storage Mechanism | Additional information

RNS Number : 7500J

Niox Group PLC

25 October 2024

NIOX Group plc

(the "Company")

Director/PDMR Shareholding, Related Party Transaction Update

& Total Voting Rights

Oxford, UK - 25 October 2024: NIOX Group plc (AIM: NIOX) announces that, Ian Johnson (Executive Chairman), Michael Roller (Chief Financial Officer), Jonathan Emms (Chief Operating Officer), Garry Watts (Non-Executive Director) and Nicholas Mills (Non-Executive Director), (together, the "Directors") notified the Company of their participation in the Company's Tender Offer announced on 24 September 2024.

The resulting interests of each Director are detailed below:

Director/PDMR Shareholding

Director/ PDMR	Number of Ordinary Shares held immediately prior to launch of the Tender Offer	Net number of Ordinary Shares sold	Number of Ordinary Shares held in NIOX Group plc as at the date of this announcement	Percentage of voting rights
Ian Roy Johnson	996,825	62,314	934,511	0.23%
Michael Roy David Roller	748,174	46,316	701,858	0.18%
Jonathan Charles Emms	1,005,699	62,353	943,346	0.24%
Garry Watts	477,340	30,162	447,178	0.11%
Nicholas Harwood Bertram Mills	130,000	8,046	121,954	0.03%

Each of the Directors elected to participate in the Tender Offer in respect of their Basic Entitlements only, however there was an administrative error in calculating the number of shares which were validly tendered by Nicholas Mills. To correct this error, Nicholas Mills purchased 56,933 newly issued Ordinary Shares in the Company (satisfied by an existing block listing) at the Tender Price of 80 pence per share. Further, due to group nominee holdings, the Tender Offer allocation to Ian Johnson and Garry Watts did not fully reflect the Basic Entitlement election and as such a transfer has been made between the individuals at the Tender Price of 80 pence per share to better reflect the expected resultant holdings.

Additional detail is provided below in accordance with UK MAR.

Related Party Transaction Update

On 17 October 2024, the Company announced that each of Harwood Capital, AstraZeneca plc and Richard Griffiths, Substantial Shareholders in the Company, had tendered at least their Basic Entitlements in the Tender Offer and that this was deemed to constitute related party transactions under AIM Rule 13. The Company has now been notified of their participation in the Tender Offer in the following amounts:

Shareholder	Number of Ordinary Shares held before Tender Offer	Ordinary Shares Tendered	Number of Ordinary Shares held post Tender Offer	Percentage of voting rights post Tender Offer
Harwood Capital	75,712,500	5,407,195	70,305,305	17.67%
AstraZeneca plc	71,081,217	4,988,109	66,093,108	16.61%
Richard Griffiths	63,929,400	12,242,250	51,687,150	12.99%

As previously stated, the independent Directors, having consulted with the Company's nominated adviser Singer Capital Markets, consider that the terms of the transaction are fair and reasonable insofar as Shareholders are concerned.

Total Voting Rights

The Company has 407,980,550 Ordinary Shares in issue, with 397,980,550 Ordinary Shares with voting rights (excluding 10,000,000 shares held in Treasury).  This figure of 397,980,550 may be used by the Company's shareholders as the denominator in 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 Financial Conduct Authority's Disclosure, Guidance and Transparency Rules.

Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Circular. 

Enquiries:

For more information, please visit www.niox.com , or contact:

NIOX Group plc I an Johnson, Executive Chairman Michael Roller, Chief Financial Officer	+44 (0) 3303 309 356
Singer Capital Markets (Nominated Adviser and Joint Broker) Jen Boorer / James Fischer / James Todd	+44 (0) 20 7496 3000

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them:

a)

Name

1.   Ian Roy Johnson
2.   Michael Roy David Roller
3.   Jonathan Charles Emms
4.   Garry Watts
5.   Nicholas Harwood Bertram Mills

2

Reason for the notification

a)

Position/status

1.   Executive Chairman
2.   Chief Financial Officer
3.   Chief Operating Officer
4.   Non-Executive Director
5.   Non-Executive Director

b)

Is this an initial notification or an amendment to a prior notification?

Initial notification

3

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

a)

Name

NIOX Group plc

b)

LEI

2138006YAT138TOGA556

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

Identification code

Ordinary Shares of 0.08p each

GB00BJVD3B28

b)

Nature of the transaction

Participation in Tender Offer (sale of shares)

c)

Price(s) and volume(s)

Price	Volume
1.   80 pence	62,314
2.   80 pence	46,316
3.   80 pence	62,353
4.   80 pence	30,162
5.   80 pence	64,979

d)

Aggregated information (if any)

- Aggregated volume

- Price

N/a

e)

Date of transaction

22.10.2024

f)

Place of the transaction

London Stock Exchange

a)

Name

Nicholas Harwood Bertram Mills

2

Reason for the notification

a)

Position/status

Non-Executive Director

b)

Is this an initial notification or an amendment to a prior notification?

Initial notification

3

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

a)

Name

NIOX Group plc

b)

LEI

2138006YAT138TOGA556

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

Identification code

Ordinary Shares of 0.08p each

GB00BJVD3B28

b)

Nature of the transaction

Purchase of newly issued ordinary shares

c)

Price(s) and volume(s)

Price	Volume
1.   80 pence	56,933

d)

Aggregated information (if any)

- Aggregated volume

- Price

N/a

e)

Date of transaction

25.10.2024

f)

Place of the transaction

London Stock Exchange

a)

Name

Ian Roy Johnson

2

Reason for the notification

a)

Position/status

Executive Chairman

b)

Is this an initial notification or an amendment to a prior notification?

Initial notification

3

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

a)

Name

NIOX Group plc

b)

LEI

2138006YAT138TOGA556

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

Identification code

Ordinary Shares of 0.08p each

GB00BJVD3B28

b)

Nature of the transaction

Purchase of ordinary shares

c)

Price(s) and volume(s)

Price	Volume
2.   80 pence	27,109

d)

Aggregated information (if any)

- Aggregated volume

- Price

N/a

e)

Date of transaction

25.10.2024

f)

Place of the transaction

Off market

a)

Name

Garry Watts

2

Reason for the notification

a)

Position/status

Non-Executive Director

b)

Is this an initial notification or an amendment to a prior notification?

Initial notification

3

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

a)

Name

NIOX Group plc

b)

LEI

2138006YAT138TOGA556

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

Identification code

Ordinary Shares of 0.08p each

GB00BJVD3B28

b)

Nature of the transaction

Sale of ordinary shares

c)

Price(s) and volume(s)

Price	Volume
3.   80 pence	27,109

d)

Aggregated information (if any)

- Aggregated volume

- Price

N/a

e)

Date of transaction

25.10.2024

f)

Place of the transaction

Off market

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.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

DSHPPGCUUUPCGQA