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 Ian 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 |
| ||||||||||||||
| 2 | Reason for the notification | |||||||||||||||
| a) | Position/status |
| ||||||||||||||
| 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)
|
| ||||||||||||||
| 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 |
| ||||||
| 2 | Reason for the notification | |||||||
| a) | Position/status |
| ||||||
| 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)
|
| ||||||
| 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 |
| ||||||
| 2 | Reason for the notification | |||||||
| a) | Position/status |
| ||||||
| 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)
|
| ||||||
| 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 |
| ||||||
| 2 | Reason for the notification | |||||||
| a) | Position/status |
| ||||||
| 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)
|
| ||||||
| d)
| Aggregated information (if any)
- Aggregated volume
- Price | N/a
| ||||||
| e) | Date of transaction | 25.10.2024 | ||||||
| f) | Place of the transaction | Off market | ||||||
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