CLS Holdings PLC

Share Issue/Capital Change • Sep 24, 2018

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RNS Number : 6756B

PROACTIS Holdings PLC

24 September 2018

Date:	24 September 2018
On behalf of:	PROACTIS Holdings PLC

PROACTIS Holdings PLC

Notice to Convert Convertible Acquisition Loan Notes

PROACTIS Holdings PLC ("PROACTIS", the "Group" or the "Company"), the global spend management and B2B eCommerce solution provider, announces that it has received unconditional and irrevocable notices from Hampton Wall, Chief Executive Officer and Tripp Shannon exercising the conversion rights over the 2.0 per cent. convertible unsecured loan notes due 2022 (the "Convertible Acquisition Loan Notes") issued as part consideration in connection with the acquisition of Perfect Commerce, LLC on 4 August 2017. The respective conversions of the Convertible Acquisition Loan Notes will take place after 1 January 2019 but on or before 10 January 2019. This will result in the issue of a total of 2,360,728 ordinary shares of 10 pence each ("Ordinary Shares") at that time and application will be made for the Ordinary Shares to be admitted to trading on AIM no later than 10 January 2019. A further announcement will be made at that time.

Hampton Wall has given notice to the Company to exercise the conversion rights of the Convertible Acquisition Loan Notes into 1,770,546 Ordinary Shares, being the principal amount of $3.75 million plus all accrued interest up to the date of conversion at a conversion price of 165 pence per Ordinary Share.  

Tripp Shannon has also given notice to the Company to exercise the conversion rights of the balance of the Convertible Acquisition Loan Notes into 590,182 Ordinary Shares, being $1.25 million plus all accrued interest up to the date of conversion at a conversion price of 165 pence per Ordinary Share.  

Mr Wall and Mr Shannon have both entered into orderly marketing agreements which govern the circumstances in which the Ordinary Shares issued to them can be disposed of during the 12 months following the issue, the terms of which are set out in the Company's admission document dated 7 July 2017 and which is available from the Company's website.

The foreign exchange rate used for the USD denominated Convertible Acquisition Loan Notes was 1.32 USD/1 GBP.

Hampton Wall, Chief Executive Officer, commented:

"Over the last year we have made significant progress in integrating the businesses that we put together in August 2017 and I am delighted to demonstrate my confidence in the prospects for the Group by committing to convert at a price of £1.65, a significant premium to today's price."

This announcement contains inside information for the purposes of article 7 of Regulation 596/2014

For further information, please contact:

PROACTIS Holdings PLC
Hamp Wall, Chief Executive Officer Tim Sykes, Chief Financial Officer	Via Redleaf Communications
Redleaf Communications
Elisabeth Cowell Fiona Norman	020 3757 6880
finnCap Limited Corporate Finance Stuart Andrews Carl Holmes Emily Watts	0207 220 0500

Notes to Editors:

PROACTIS creates, sells and maintains software and services which enable organisations to streamline, control and monitor all indirect expenditure.  Its solutions are used in approximately 1,000 buying organisations around the world from the commercial, public and not-for-profit sectors.

PROACTIS is head quartered in London and floated on the AIM market of the London Stock Exchange in June 2006.

1.

Details of the person discharging managerial responsibilities/person closely associated

a)

Name:

Hampton Wall 

2.

Reason for the notification

a)

Position/status:

Chief Executive Officer

b)

Initial notification/Amendment:

Initial notification

3.

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

a)

Name:

PROACTIS Holdings PLC

b)

LEI:

213800NX05KK2YWNRJ19

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 10 pence each

GB00B13GSS58

b)

Nature of the transaction:

Notice of conversion regarding convertible loan note into ordinary shares

c)

Price(s) and volume(s):

Price(s)	Volume(s)
165 pence	1,770,546

d)

Aggregated information:

·      Aggregated volume:

·      Price:

Single transaction as per 4 c above

e)

Date of the transaction:

23 September 2018

f)

Place of the transaction:

Off market transaction

1.

Details of the person discharging managerial responsibilities/person closely associated

a)

Name:

Tripp Shannon 

2.

Reason for the notification

a)

Position/status:

Managing Director, US

b)

Initial notification/Amendment:

Initial notification

3.

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

a)

Name:

PROACTIS Holdings PLC

b)

LEI:

213800NX05KK2YWNRJ19

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 10 pence each

GB00B13GSS58

b)

Nature of the transaction:

Notice of conversion regarding convertible loan note into ordinary shares

c)

Price(s) and volume(s):

Price(s)	Volume(s)
165 pence	590,182

d)

Aggregated information:

·      Aggregated volume:

·      Price:

Single transaction as per 4 c above

e)

Date of the transaction:

23 September 2018

f)

Place of the transaction:

Off market transaction

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