11 September 2023
RegTech Open Project plc
("RTOP" or the "Company")
Transfer of Warrants
RegTech Open Project plc (LSE: RTOP), the technology business specialised in the automation, management, and optimisation of regulatory compliance operations, announces that it has received notification than an aggregate of 250,000 warrants with an exercise price of £1.00 each ("Warrants") over ordinary shares of nominal value £0.20 each in the capital of the Company ("Ordinary Shares") have been transferred by The AvantGarde Group S.p.A., a person closely associated ("PCA") with, and entity wholly-owned by, Alessandro Zamboni, a person discharging managerial responsibilities ("PDMR"), who is the Founder and a Non-Executive Director of RTOP, to an independent third-party to settle an outstanding debt using the £1.00 per Warrant exercise price as a denominator, in accordance with the terms of the warrant instrument, cast as a deed, entered into by RTOP on 21 August 2023, pursuant to which they were granted.
Following the transfer of the Warrants, Alessandro Zamboni (directly via TAG, and indirectly via RegTech Open Project S.p.A., a wholly-owned subsidiary of TAG) holds 5,750,000 Warrants and 39,003,000 Ordinary Shares. There has been no change to the number of outstanding Warrants or Ordinary Shares as a result of this transfer.
The Warrants are held in certificated form and are not admitted to CREST, and accordingly do not have an International Securities Identification Number (ISIN).
This notification has been made in accordance with the requirements of Article 19 of Regulation 2014/596/EU, which is part of the domestic law of the United Kingdom of Great Britain and Northern Ireland pursuant to the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310). Further details are set out below.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | ||
| a) | Name | The AvantGarde Group S.p.A. | |
| 2 | Reason for the notification | ||
| a) | Position/status | PCA of Alessandro Zamboni, Founder and Non-Executive Director of RegTech Open Project plc | |
| b) | Initial notification/Amendment | Initial notification | |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||
| a) | Name | RegTech Open Project plc | |
| b) | LEI | 21380067ZMA5LECFSL38 | |
| 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 | Transfer of 250,000 warrants with an exercise of £1.00 each over ordinary shares of nominal value £0.20 each in the capital of RegTech Open Project plc, each created pursuant to a warrant instrument, cast as a deed, dated 21 August 2023 ISIN of Ordinary Shares: GB00BS3BDY00 | |
| b) | Nature of transaction: | Transfer of warrants | |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| | | £1.00 | 250,000 |
| | Aggregated information - Aggregated volume - Price |
| |
| d) | Date of the transaction | 11 September 2023 | |
| e) | Place of the transaction | Outside of a trading venue | |
- Ends -
Enquiries:
| RegTech Open Project plc Ian Halliday-Pegg, CEO |
c/o Instinctif Partners |
| Instinctif Partners (Financial PR) Victoria Hayns Bryn Woodward | regtech@instinctif.com +44 (0)77 7441 1596 +44 (0)75 0002 7181
|
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