KALIBRATE TECHNOLOGIES PLC Kalibrate Technologies plc (AIM: KLBT), the provider of strategy and technology services to the global fuel and convenience retail industry, announces the following dealing disclosures in respect of certain directors of Kalibrate together with certain board changes.
Dealing Disclosures
The Company has been notified today that pursuant to the terms of the irrevocable agreements provided by Neville Davies and Philip Lawler, both non-executive directors of Kalibrate, in relation to the offer by Canterbury Acquisition Limited ("Hanover Bidco") for the Company, further details of which were contained in the announcement relating to Hanover Bidco's recommended cash offer for the Company released on 13 June 2017 (the "Offer"), Neville Davies and Philip Lawler today sold the following number of ordinary shares in Kalibrate ("Ordinary Shares"), being their entire shareholdings, at a price of 85.5 pence per share.
| No. of Ordinary Shares | |
| Neville Davies | 25,000 |
| Philip Lawler | 63,532 |
The Company also announces that following the announcement by Hanover Bidco declaring the Offer unconditional in all respects, the following non-executive directors of Kalibrate have resigned from all board positions held within the Kalibrate group of companies:
- Philip Lawler
- Richard Grogan
- Neville Davis
- Nick Habgood
Bob Stein, Kalibrate's CEO, said: "I would like to express my sincere gratitude to Philip, Richard, Neville and Nick for all their support and dedication to Kalibrate. I wish them all success for the future".
Kalibrate is also pleased to announce that Matthew Peacock, Tom Russell and Jog Dhody have been appointed to the board of Kalibrate as non-executive directors (with Matthew Peacock as non-executive chairman) with immediate effect.
Matthew Peacock is the founding partner of Hanover Investors. In his early career he ran International M&A in London for Barclays BZW, following work in NY and London for CSFB. Over the 1990s he led a series of successful private turnarounds as a lead shareholder and CEO. In 2002 he founded Hanover Investors. Since then he has led the turnarounds and boards of numerous PLCs including 4imprint, Fairpoint, Elementis and Regenersis. He has deep industry experience across the outsourced services, industrial and financial sectors. He holds an LLM in Law from Cambridge University and was one of the founding Trustees of Charity Technology Trust.
Tom Russell is a partner at Hanover Investors. Tom's early career was spent at Mercer Management Consulting (now part of Oliver Wyman consulting). Tom joined Mercer as an analyst in 1998 and became a partner in the Communications, Information and Entertainment practice in 2006, where he led growth strategy projects for companies including AOL, Vodafone and Disney. Since joining Hanover Investors in 2007, Tom has held directorships at Chapelthorpe Plc, Fairpoint Plc, and Regenersis plc. He holds a MA (Hons) degree in English Literature from Corpus Christi College, Oxford University.
Jog Dhody is an Operating Partner at Hanover Investors having joined in early 2017 with significant financial management and public company experience. He worked closely with Hanover Investors in his previous role as CFO of Blancco Technology Group plc (formerly Regenersis plc), a position he held for over four years. During that time, Mr Dhody played a key role in the successful disposal by Regenersis of its repair division and subsequent growth of the software division, Blancco Technology Group plc. Prior to Regenersis, Jog was CFO of the Esporta Group and was involved in the successful restructuring and turnaround of the business, which had been the subject of a private equity backed refinancing.
Commenting on the new board appointments, Bob Stein, Kalibrate's CEO, added: "I am delighted that Matthew, Tom and Jog are joining the board and look forward to working with Hanover in the future to deliver upon our long-term growth plans."
For further information please contact:
| Kalibrate Technologies plc | |
|
Robert B Stein, Jr. Chief Executive Officer Gregg R Budoi, Chief Financial Officer | via FTI Consulting, LLP |
| N+1 Singer Advisory LLP | |
Shaun Dobson/ Alex Price / James Hopton | +44 (0) 20 7496 3000 |
| FTI Consulting, LLP | |
Matt Dixon / Chris Lane / Emma Appleton/ Elena Kalinskaya | +44 (0) 20 3727 1000 |
About Kalibrate
For over 20 years, Kalibrate (LSE: KLBT) has advised fuel and convenience retailers throughout the world on how to be best-in-class operators in the fast changing marketplace. Kalibrate's global footprint and local presence are the result of a merger between two market leaders: KSS Fuels, the forerunner in fuel pricing automation, and MPSI, recognized leaders of retail location intelligence. Clients gain fuller visibility, truer insight and more effective control over what matters most-what Kalibrate calls Your Adaptive Edge™.
Headquartered in Manchester, United Kingdom and Florham Park, New Jersey, Kalibrate has centers of excellence in Mumbai, India; Tulsa, Oklahoma; and Melbourne, Australia as well as offices in 10 other countries. For more information, visit kalibrate.com.
Regulatory disclosures
Matthew Roy Peacock, 56, holds and has held within the five preceding years the following directorships and partnerships
Current Directorships | Directorships held in the past five years |
Ely Propco Limited Hydro International Limited Canterbury Acquisition Limited Ely Acquisition Limited Ely Acquisition (Holdings) Limited Hanover Investors Limited CoInvestor Limited Hanover Investors Management (Cayman) Limited Hanover General Partner I Dauphin Ventures Limited Dauphin General Partner Limited Hanover Investors SRL Hanover AEF GP Limited Hanover Active Equity Fund LP Hanover AEF Feeder Limited Hanover Investors Management LLP Vistacorp | Blancco Technology Group Plc Fairpoint Group Plc Hanover General Partner II LP |
Mr Peacock was a director of Plasmon Plc which was placed into administration on 8 October 2008. Mr Peacock was appointed a director of Plasmon plc on 18 May 2007 and ceased to be a director on 23 May 2008.
Other than as set out above, there is no further information to be disclosed under schedule 2(g) and Rule 17 of the AIM Rules for Companies in respect of Mr Peacock's appointment.
Thomas Alexander Russell, 40, holds and has held within the five preceding years the following directorships and partnerships
Current Directorships | Directorships held in the past five years |
Ely Propco Limited Ely Acquisition Limited Hydro International Limited Hanover Investors Management LLP Canterbury Acquisition Limited | Fairpoint Group Plc Salamander Inns Limited Blancco Technology Group Plc Blancco Trustsub Limited Blancco Trustees Limited |
Other than as set out above, there is no further information to be disclosed under schedule 2(g) and Rule 17 of the AIM Rules for Companies in respect of Mr Russell's appointment.
Jog Dhody, 39, holds and has held within the five preceding years the following directorships and partnerships:
Current Directorships | Directorships held in the past five years |
Hydro International Limited Nestoak Corporation Limited | Blancco (Software) Services LTD Blancco Central Services LTD Blancco Finance LTD Blancco Technology Group Plc Blancco Trustees LTD Blancco Trustsub LTD Blancco UK Limited Regenersis (AIDL) Limited Regenersis (Germany) Limited Regenersis (Glasgow) Limited Regenersis (Glenrothes) Limited Regenersis (Depot) Services Limited Regenersis (Huntingdon) Limited Regenersis (Nottingham) Limited Regenersis (SCS Partnership) Limited Regenersis (Spain) Limited Pelipan Services Ltd Tabernus Europe Ltd Vantage (IG) Limited Vantage (Sweden) Limited Vantage Distribution Limited Vantage Mobile Diagnostics Limited Ucare Digital Services Limited Blancco (Software) Netherlands BV Blancco (Software) Services Inc Blancco APAC pte Ltd Blancco Central Europe GmbH Blancco Cooperatief BV Blancco Diagnostics (India) Private Limited Blancco Finance BV Blancco Finance US BV Blancco Finland Acquisitions Oy Blancco Italy, SRL Blancco Japan Inc. Blancco Mobile Diagnostics Inc Blancco Oy Ltd Blancco SEA Sdn Bhd Blancco Services US LLC Blancco Technology Group IP Oy Blancco US LLC Digital Care AB Digital Care Sp. z.o.o Landela Electronics Propiertary Ltd Plataforma HDM Tecnológica, S.A. (Regenersis Argentina) Regenenersis (Nederland) BV Regenersis (Belgium) BVBA Regenersis (India) Ltd Regenersis (Portugal) Lda Regenersis (Sömmerda) GmbH Regenersis (South Africa) (PTY) Limited Regenersis (Spain) SCS Regenersis (Warsaw) Sp.Z.oo Regenersis Czech Ltd Regenersis GmbH Regenersis Inc Regenersis Mexico SA de CV Regenersis Rus Regenersis Services GmbH Regenersis Spain 1 S.L. Regenersis Spain 2 S.L. Regenersis Sweden AB RGS Sweden Acquisitions AB SafeIT Security Sweden AB SFÖ - Mjukvaruprodukter för dataradering AB (556701-5366) Software Blancco S.A. de C.V. Tabernus US LLC Vantage Finland Oy Xcaliber IP LLC Xcaliber Technologies LLC |
Other than as set out above, there is no further information to be disclosed under schedule 2(g) and Rule 17 of the AIM Rules for Companies in respect of Mr Dhody's appointment.
The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Neville Davis | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification /Amendment | Initial Notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Kalibrate Technologies plc | ||||
| b) | LEI | N/A | ||||
| 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 0.2 pence each GB00BFZCRC66 | ||||
| b) | Nature of the transaction | Sale of Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) |
Aggregated information - Aggregated volume - Price | n/a | ||||
| e) | Date of the transaction | 13 July 2017 | ||||
| f) | Place of the transaction | London Stock Exchange (XLON) | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Philip Lawler | ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | Non-Executive Director | ||||
| b) | Initial notification /Amendment | Initial Notification | ||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Kalibrate Technologies plc | ||||
| b) | LEI | N/A | ||||
| 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 0.2 pence each GB00BFZCRC66 | ||||
| b) | Nature of the transaction | Sale of Ordinary Shares | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) |
Aggregated information - Aggregated volume - Price | n/a | ||||
| e) | Date of the transaction | 13 July 2017 | ||||
| f) | Place of the transaction | London Stock Exchange (XLON) | ||||
Kalibrate Technologies plc published this content on 13 July 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 13 July 2017 07:49:09 UTC.
Original documenthttp://www.kalibratetech-ir.com/content/investor-news/archive/2017/13-07-2017b.asp
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