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CLS Holdings PLC
Share Issue/Capital Change • Jul 26, 2021
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Share Issue/Capital Change
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National Storage Mechanism | Additional information 
RNS Number : 4199G
PROACTIS Holdings PLC
26 July 2021
The following replaces the 'Exercise of Options, Director/PDMR Shareholding and Total Voting Rights' announcement released on 23 July 2021 at 14:25 under RNS No 3360G.
The sentence "Proactis Holdings PLC ("Proactis", the "Group" or the "Company"), the business spend management solution provider, announces that it has issued and allotted 4,288,737 new ordinary shares…" has been replaced by "Proactis Holdings PLC ("Proactis", the "Group" or the "Company"), the business spend management solution provider, announces that it has issued and allotted 4,288,735 new ordinary shares…"
As a result of the above correction, the sentence "The total number of Ordinary Shares in issue following Admission will be 99,821,365. Accordingly, the figure of 99,821,365…" has been replaced by "The total number of Ordinary Shares in issue following Admission will be 99,821,363. Accordingly, the figure of 99,821,363…"
All other details remain unchanged.
Proactis Holdings PLC
Exercise of Options, Director/PDMR Shareholding and Total Voting Rights
Proactis Holdings PLC ("Proactis", the "Group" or the "Company"), the business spend management solution provider, announces that it has issued and allotted 4,288,735 new ordinary shares of 10 pence each in the Company ("Ordinary Shares") pursuant to the exercise of options by a number of Directors, Persons Discharging Managerial Responsibilities ("PDMRs") and other employees of the Company, in connection with the recommended acquisition of the Company by Café Bidco, a newly incorporated company to be indirectly owned by joint offerors: (i) investment funds advised and managed by Pollen Street Capital Limited; and (ii) investment funds advised and managed by DBAY Advisors Limited).
The following transactions occurred for Directors and PDMRs as shown below:
| Director/ PDMR | Position | Number of Options over Ordinary Shares exercised | Exercise price per Ordinary Share | Options remaining after exercise | Share Plan |
| Tim Sykes | Chief Executive Officer | 1,144,607 | £0.10 | - | LTIP |
| Richard Hughes | Chief Financial Officer | 381,535 | £0.10 | - | LTIP |
| Tim Schaefers | Market Director (Benelux) | 381,535 | £0.10 | - | LTIP |
| Paul van Rietschoten | Chief Technology Officer | 381,535 | £0.10 | - | LTIP |
| Paul Massey | Product Director | 381,535 | £0.10 | - | LTIP |
| Craig Slater | Managing Director | 68,673 | £0.10 | - | LTIP |
| Ilija Ugrinic | UK Market Director | 93,750 | £0.10 | - | LTIP |
| Michael Ereli | US Market Director | 93,750 | £0.10 | - | LTIP Conditional Award |
| Oliver Jung | Market Director France | 93,750 | £0.10 | - | LTIP |
| Marco Schulten | Market Director (DACH) | 93,750 | £0.10 | - | LTIP |
Admission
Following the above transactions, application has been made for the 4,288,735 new Ordinary Shares to be admitted to trading on AIM ("Admission") and dealings are expected to commence on 26 July 2021. The new Ordinary Shares will rank pari passu with the Company's existing Ordinary Shares.
The total number of Ordinary Shares in issue following Admission will be 99,821,363. Accordingly, the figure of 99,821,363 may be used by shareholders as the denominator for 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 FCA's Disclosure and Transparency Rules.
PDMR Shareholdings
The total number of Ordinary Shares over which each Director/PDMR holds options and the total number of Ordinary Shares with voting rights held following Admission is:
| Director/ PDMR | Position | Total number of Options over Ordinary Shares | Total number of Ordinary Shares | Percentage of issued share capital |
| Tim Sykes | Chief Executive Officer | - | 1,527,343 | 1.53% |
| Richard Hughes | Chief Financial Officer | - | 396,535 | 0.40% |
| Tim Schaefers | Market Director (Benelux) | - | 610,035 | 0.61% |
| Paul van Rietschoten | Chief Technology Officer | - | 381,535 | 0.38% |
| Paul Massey | Product Director | - | 384,005 | 0.39% |
| Craig Slater | Managing Director | - | 269,730 | 0.27% |
| Ilija Ugrinic | UK Market Director | - | 111,888 | 0.11% |
| Michael Ereli | US Market Director | - | 93,750 | 0.09% |
| Oliver Jung | Market Director France | - | 93,750 | 0.09% |
| Marco Schulten | Market Director (DACH) | - | 93,750 | 0.09% |
For further information, please contact:
| Proactis Holdings PLC | |
| Tim Sykes, Chief Executive Officer | 01937 545070 [email protected] |
| finnCap Ltd Carl Holmes/Fergus Sullivan - Corporate Finance Andrew Burdis/Richard Chambers - ECM |
0207 220 0500 |
| Alma PR Hilary Buchanan, Sam Modlin, David Ison |
020 3405 0205 [email protected] |
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 1,100 buying organisations around the world from the commercial, public and not-for-profit sectors.
The Notification of Dealing Form set out below is provided in accordance with the requirements of the EU Market Abuse Regulation.
1.
Details of the person discharging managerial responsibilities/person closely associated
a)
Name:
Tim Sykes
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:
213800NX05KK2YWNRJ1
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:
Exercise of options
c)
Price(s) and volume(s):
| Price(s) | Volume(s) |
| £0.10 | 1,144,607 |
d)
Aggregated information:
· Aggregated volume:
· Price:
As above
e)
Date of the transaction:
23 July 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:
Richard Hughes
2.
Reason for the notification
a)
Position/status:
Chief Financial 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:
213800NX05KK2YWNRJ1
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:
Exercise of options
c)
Price(s) and volume(s):
| Price(s) | Volume(s) |
| £0.10 | 381,535 |
d)
Aggregated information:
· Aggregated volume:
· Price:
As above
e)
Date of the transaction:
23 July 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:
Tim Schaefers
2.
Reason for the notification
a)
Position/status:
Market Director (Benelux)
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:
213800NX05KK2YWNRJ1
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:
Exercise of options
c)
Price(s) and volume(s):
| Price(s) | Volume(s) |
| £0.10 | 381,535 |
d)
Aggregated information:
· Aggregated volume:
· Price:
As above
e)
Date of the transaction:
23 July 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:
Paul van Rietschoten
2.
Reason for the notification
a)
Position/status:
Chief Technology 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:
213800NX05KK2YWNRJ1
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:
Exercise of options
c)
Price(s) and volume(s):
| Price(s) | Volume(s) |
| £0.10 | 381,535 |
d)
Aggregated information:
· Aggregated volume:
· Price:
As above
e)
Date of the transaction:
23 July 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:
Paul Massey
2.
Reason for the notification
a)
Position/status:
Product Director
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:
213800NX05KK2YWNRJ1
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:
Exercise of options
c)
Price(s) and volume(s):
| Price(s) | Volume(s) |
| £0.10 | 381,535 |
d)
Aggregated information:
· Aggregated volume:
· Price:
As above
e)
Date of the transaction:
23 July 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:
Craig Slater
2.
Reason for the notification
a)
Position/status:
Managing Director
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:
213800NX05KK2YWNRJ1
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:
Exercise of options
c)
Price(s) and volume(s):
| Price(s) | Volume(s) |
| £0.10 | 68,673 |
d)
Aggregated information:
· Aggregated volume:
· Price:
As above
e)
Date of the transaction:
23 July 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:
Ilija Ugrinic
2.
Reason for the notification
a)
Position/status:
UK Market Director
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:
213800NX05KK2YWNRJ1
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:
Exercise of options
c)
Price(s) and volume(s):
| Price(s) | Volume(s) |
| £0.10 | 93,750 |
d)
Aggregated information:
· Aggregated volume:
· Price:
As above
e)
Date of the transaction:
23 July 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:
Michael Ereli
2.
Reason for the notification
a)
Position/status:
US Market Director
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:
213800NX05KK2YWNRJ1
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:
Exercise of options
c)
Price(s) and volume(s):
| Price(s) | Volume(s) |
| £0.10 | 93,750 |
d)
Aggregated information:
· Aggregated volume:
· Price:
As above
e)
Date of the transaction:
23 July 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:
Oliver Jung
2.
Reason for the notification
a)
Position/status:
Market Director France
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:
213800NX05KK2YWNRJ1
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:
Exercise of options
c)
Price(s) and volume(s):
| Price(s) | Volume(s) |
| £0.10 | 93,750 |
d)
Aggregated information:
· Aggregated volume:
· Price:
As above
e)
Date of the transaction:
23 July 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:
Marco Schulten
2.
Reason for the notification
a)
Position/status:
Market Director France
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:
213800NX05KK2YWNRJ1
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:
Exercise of options
c)
Price(s) and volume(s):
| Price(s) | Volume(s) |
| £0.10 | 93,750 |
d)
Aggregated information:
· Aggregated volume:
· Price:
As above
e)
Date of the transaction:
23 July 2021
f)
Place of the transaction:
London Stock Exchange, AIM Market (XLON)
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