Directors' Dealings
07 Dezember 2007 - 6:21PM
UK Regulatory
RNS Number:4973J
Newfound N.V.
07 December 2007
Newfound N.V.
Directors' Dealings
Significant Shareholders
Newfound N.V. ("Newfound" or the "Company") announces that it has received
notice today that on 6 December 2007, John Theophilus, a Director of the
Company, acquired 150,000 ordinary shares of Euro0.01 in the Company ("Ordinary
Shares") at a price of 10 pence per share. In addition, the Company has also
received notice today that Simon Longfield, a Director of the Company, today
acquired 20,000 Ordinary Shares at a price of 10 pence per share.
Following the share purchases by John Theophilus and Simon Longfield referred to
above ("Directors' Dealings), #7 million subscription by Jeremy White and John
Morgan, who are both Directors of the Company, announced on 13 November 2007
(the "Subscription") and #3.6 million placing to institutional and other
investors announced on 5 December 2007 (the "Placing"), the beneficial and
non-beneficial interests of the Directors and Officers of the Company in respect
of Ordinary Shares and Special Voting Shares in issue (together the "Shares")
(not including unexercised options over Ordinary Shares) are set out in the
tables below:
(a) Ordinary Shares
Prior to the Directors' Dealings, Following the Directors' Dealings,
Subscription and Placing Subscription and Placing
Percentage of Percentage of
issued enlarged issued
Ordinary Shares ordinary share Ordinary Shares* ordinary share
* capital* capital*
Directors and Officers
Jeremy White 14,299,307 19.3 44,299,307 24.7
John Theophilus - - 150,000 0.08
Brian Dobbin - - - -
Simon Longfield** 14,197 0.02 34,197 0.02
William Thompson 9,356,957 12.7 9,356,957 5.2
John Morgan 6,909,482 9.3 46,909,482 26.1
Robert Weisz - - - -
(b) Shares*
Prior to the Directors' Dealings, Following the Directors' Dealings,
Subscription and Placing Subscription and Placing
Percentage of Percentage of
issued enlarged issued
share capital*
share capital*
Shares* Shares*
Directors and Officers
Jeremy White 14,299,307 11.2 44,299,307 18.9
John Theophilus - - 150,000 0.06
Brian Dobbin 50,011,082 39.0 50,011,082 21.4
Simon Longfield** 14,197 0.01 34,197 0.01
William Thompson 9,356,957 7.3 9,356,957 4.0
John Morgan 6,909,482 5.4 46,909,482 20.1
Robert Weisz - - - -
Notes:
* Prior to the Placing and Subscription, the Company had in issue 73,901,725
Ordinary Shares which were admitted to trading on AIM. Subsidiaries controlled
by the Company have in issue 54,174,928 Exchangeable Securities. Special Voting
Shares and Exchangeable Securities were issued to certain shareholders as part
of the consideration for the acquisition of the Newfound group by the Company
pursuant to an Acquisition Agreement dated 31 August 2006. At the time of such
exchange, an application will be made for the new Ordinary Shares issued to be
admitted to trading on AIM and an equal number of Special Voting Shares will be
cancelled or repurchased for nil consideration. Although the AIM Rules only
apply to Ordinary Shares admitted to trading on AIM, the Directors of the
Company regard the aggregate of the Ordinary Shares in issue from time to time
and the number of Ordinary Shares that would be issued if all Exchangeable
Securities were exchanged as being the number of shares to be used for the
calculation of earnings per share and the market capitalisation of the Company.
Following the Subscription and Placing, the enlarged share capital is
233,884,615.
** Simon Longfield has not been appointed formally as a Director of the Company
under the laws of The Netherlands at a general meeting of shareholders. In the
meantime he has been appointed as an Officer of the Company with the title Chief
Financial Officer.
Following the issue of the Placing Shares and the new Ordinary Shares issued
pursuant to the Subscription, the Company's total issued share capital with
voting rights and which is admitted to trading on AIM will consist of
179,709,687 Ordinary Shares, with one voting right per share. Following
Admission to AIM of the Placing Shares which is expected to occur on 11 December
2007, this figure may be used by shareholders in the Company as the denominator
for the calculations by which they will determine if they are required to notify
their interest in or a change in their interest in, the share capital of the
Company in accordance with the AIM Rules.
In addition, the Company has in issue 54,174,928 Special Voting Shares, which
constitute a separate class of share that is not admitted to trading on AIM.
Each Special Voting Share confers the right to cast one vote at a general
meeting. The total number of voting rights in the Company is therefore
233,884,615. The Company does not hold any shares in Treasury.
Enquiries:
Newfound N.V.
John Theophilus, Chief Executive Officer +44 (0) 20 7470 2487
Collins Stewart Europe Limited
Adrian Hadden +44(0) 20 7523 8350
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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