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1 Aug 2016 07:00
Elektron Technology plc
("Elektron" or the "Company")
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Director / PDMR Shareholding
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Elektron Technology plc announces that on 28 July 2016, following the conclusion of the Company's Annual General Meeting and as reported in the Remuneration Report of the Company's Report & Accounts for the year ending 31 January 2016:
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1. Certain directors and PDMRs disposed of their interests in shares in the Company that were jointly held with the trustee of the Elektron Technology plc 2012 Employee Benefit Trust ("Trustee") pursuant to the Company's 2012 Joint Share Ownership Plan ("JSOP"), to the Trustee. The consideration paid by the Trustee was 1 share in the Company for every 4 jointly held shares transferred to the Trustee by the relevant director or PDMR;
2. The Trustee granted to each of John Wilson and Keith Daley an option to acquire shares in the Company at an exercise price equal to the mid-market price of the Company's shares at close of business on the day before the date of exercise ("Market Value Option");
3. The Company established a new long-term incentive plan ("LTIP"). Under the terms of the LTIP, new shares in a direct wholly owned subsidiary of the Company, Elektron Technology UK Limited ("ETUK") ("ETUK Shares") may be issued to certain employees and/or executive directors of the Group.
The ETUK Shares are subject to performance conditions over the performance period to 31 January 2019, relating to: (i) a consolidated cash balance for the Group of Ā£8 million; and (ii) target share prices for the Company's shares (with a minimum share price hurdle of 15p, for 75% vesting). At the end of the performance period, or in connection with a corporate transaction, subject to achievement of the performance targets, the ETUK Shares can be put to the Company or the Trustee in consideration of an amount in cash or shares in the Company equal to:
(A - B + C) * 1,000, where:
Ā· A = the market value of the Company's shares (determined under the LTIP)
Ā· B = 10p and
Ā· C = any cash distributed to the Company's shareholders during the performance period.
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The terms of the LTIP, including the performance targets, are set out in greater detail in the Company's 2016 Remuneration Report;
4. ETUK Shares were awarded under the LTIP to each of John Wilson and Andy Weatherstone in consideration of the agreement by them to become employee shareholders under section 205A of the Employment Rights Act 1996; and
5. An option under the Company's Company Share Option Plan was granted to Andy Weatherstone.
The Company further announces that on 29 July 2016:
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6. Each of John Wilson and Keith Daley exercised their Market Value Option to acquire shares in the Company granted by the Trustee on 28 July 2016, in part, at an exercise price equal to the mid-market price of the Company's shares at close of business on 28 July.
The resulting shares and options held by Keith Daley, John Wilson and Andy Weatherstone following the above transactions are as follows:
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Keith Daley | John Wilson | Andy Weatherstone | |
Shares* | 19,710,516 (10.59%) | 2,016,161 (1.08%) | 50,000 (0.027%) |
Options at market price** | 2,541,500 | 1,941,500 | Nil |
Options at 5.25p | Nil | Nil | 571,425 |
Options awarded under new LTIP | Nil | 5,000,000 | 2,500,000 |
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* Percentages represent the percentage of the issued share capital of 186,100,851 as at 29 July 2016
** At the higher of 5 pence or mid-market price
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Following the above transactions the Elektron Technology plc 2012 Employee Benefit Trust will be interested in 10,683,650 ordinary shares in the capital of the Company, representing 5.74 per cent of the Company's issued share capital.
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For further information:
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Elektron Technology www.elektron-technology.com | +44 (0) 1223 371 000 |
Andy Weatherstone - Chief Financial Officer | |
Martin Reeves - Company Secretary | |
finnCap (Nominated Adviser and Broker) | +44 (0)20 7220 0500 |
Ed Frisby/Scott Mathieson (Corporate Finance) | |
Malar Velaigam (Corporate Broking) |
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The notifications set out below are provided in accordance with the requirements of the EU Market Abuse Regulation, and set out more details of the transactions.
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1. | Details of PDMR | |
(a) | Name | John Wilson |
2. | Reason for notification | |
(b) | Position / status | Chief Executive Officer |
(c) | Initial notification / amendment | Initial notification |
3. | Details of the Issuer | |
(a) | Name | Elektron Technology plc |
(b) | LEI | n/a |
4.1 | 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 transaction(s) have been conducted | |
(a) | Description of the financial instrument | Ordinary shares of 5p each in the capital of the Company ("Shares"), jointly held with the Elektron Technology 2012 Employee Benefit Trust pursuant to the Elektron Technology 2012 Joint Share Ownership Plan |
(b) | Nature of the transaction | Disposal of interests in Shares |
(c) | Price(s) and volume | 3,922,000 jointly held Shares, in consideration of the transfer of 980,500 Shares |
(d) | Aggregated information | Refer to section 4.5 (d) |
(e) | Date of the transaction | 28 July 2016 |
(f) | Place of the transaction | Outside a trading venue |
4.2 | 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 transaction(s) have been conducted | |
(a) | Description of the financial instrument | Ordinary shares of 5p each in the capital of the Company ("Shares") |
(b) | Nature of the transaction | Acquisition of Shares |
(c) | Price(s) and volume | 980,500 Shares in consideration of the transfer of 3,922,000 Shares jointly held with the Elektron Technology 2012 Employee Benefit Trust pursuant to the Elektron Technology 2012 Joint Share Ownership Plan |
(d) | Aggregated information | Refer to section 4.5 (d) |
(e) | Date of the transaction | 28 July 2016 |
(f) | Place of the transaction | Outside a trading venue |
4.3 | 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 transaction(s) have been conducted | |
(a) | Description of the financial instrument | Ordinary shares of 5p each in the capital of the Company ("Shares") |
(b) | Nature of the transaction | Grant of an option to acquire Shares |
(c) | Price(s) and volume | 2,941,500 Shares |
(d) | Aggregated information | Refer to section 4.5 (d) |
(e) | Date of the transaction | 28 July 2016 |
(f) | Place of the transaction | Outside a trading venue |
4.4 | 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 transaction(s) have been conducted | |
(a) | Description of the financial instrument | A ordinary shares of Ā£0.001 each in the capital of the Elektron Technology UK Limited |
(b) | Nature of the transaction | Acquisition of shares |
(c) | Price(s) and volume | 5,000 shares, in consideration of entering into an agreement to become an employee shareholder |
(d) | Aggregated information | Refer to section 4.5 (d) |
(e) | Date of the transaction | 28 July 2016 |
(f) | Place of the transaction | Outside a trading venue |
4.5 | 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 transaction(s) have been conducted | |
(a) | Description of the financial instrument | Ordinary shares of 5p each in the capital of the Company ("Shares") |
(b) | Nature of the transaction | Exercise of an option to acquire Shares |
(c) | Price(s) and volume | 1,000,000 Shares Exercise Price: 5.25p |
(d) | Aggregated information | Disposal: 3,922,000 Shares in the Company jointly held Acquisition: 1,980,500 shares in the Company Acquisition: Option over 1,941,500 shares in the Company Acquisition: 5,000 shares in Elektron Technology UK Limited Ā |
(e) | Date of the transaction | 29 July 2016 at 8:00am |
(f) | Place of the transaction | Outside a trading venue |
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1. | Details of PDMR | |
(a) | Name | Keith Daley |
2. | Reason for notification | |
(b) | Position / status | Chairman |
(c) | Initial notification / amendment | Initial notification |
3. | Details of the Issuer | |
(a) | Name | Elektron Technology plc |
(b) | LEI | n/a |
4.1 | 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 transaction(s) have been conducted | |
(a) | Description of the financial instrument | Ordinary shares of 5p each in the capital of the Company ("Shares"), jointly held with the Elektron Technology 2012 Employee Benefit Trust pursuant to the Elektron Technology 2012 Joint Share Ownership Plan |
(b) | Nature of the transaction | Disposal of interests in Shares |
(c) | Price(s) and volume | 4,722,000 jointly held Shares, in consideration of the transfer of 1,180,500 Shares |
(d) | Aggregated information | Refer to section 4.4 (d) |
(e) | Date of the transaction | 28 July 2016 |
(f) | Place of the transaction | Outside a trading venue |
4.2 | 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 transaction(s) have been conducted | |
(a) | Description of the financial instrument | Ordinary shares of 5p each in the capital of the Company ("Shares") |
(b) | Nature of the transaction | Acquisition of Shares |
(c) | Price(s) and volume | 1,180,500 Shares in consideration of the transfer of 4,722,000 Shares jointly held with the Elektron Technology 2012 Employee Benefit Trust pursuant to the Elektron Technology 2012 Joint Share Ownership Plan |
(d) | Aggregated information | Refer to section 4.4 (d) |
(e) | Date of the transaction | 28 July 2016 |
(f) | Place of the transaction | Outside a trading venue |
4.3 | 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 transaction(s) have been conducted | |
(a) | Description of the financial instrument | Ordinary shares of 5p each in the capital of the Company ("Shares") |
(b) | Nature of the transaction | Grant of an option to acquire Shares |
(c) | Price(s) and volume | 3,541,500 Shares |
(d) | Aggregated information | Refer to section 4.4 (d) |
(e) | Date of the transaction | 28 July 2016 |
(f) | Place of the transaction | Outside a trading venue |
4.4 | 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 transaction(s) have been conducted | |
(a) | Description of the financial instrument | Ordinary shares of 5p each in the capital of the Company ("Shares") |
(b) | Nature of the transaction | Exercise of an option to acquire Shares |
(c) | Price(s) and volume | 1,000,000 Shares Exercise Price: 5.25p |
(d) | Aggregated information | Disposal: 4,722,000 Shares in the Company jointly held Acquisition: 2,180,500 shares in the Company Acquisition: Option over 2,541,500 shares in the Company Ā |
(e) | Date of the transaction | 29 July 2016 at 8:00am |
(f) | Place of the transaction | Outside a trading venue |
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1. | Details of PDMR | |
(a) | Name | Andy Weatherstone |
2. | Reason for notification | |
(b) | Position / status | Chief Financial Officer |
(c) | Initial notification / amendment | Initial notification |
3. | Details of the Issuer | |
(a) | Name | Elektron Technology plc |
(b) | LEI | n/a |
4.1 | 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 transaction(s) have been conducted | |
(a) | Description of the financial instrument | A ordinary shares of Ā£0.001 each in the capital of the Elektron Technology UK Limited |
(b) | Nature of the transaction | Acquisition of shares |
(c) | Price(s) and volume | 2,500 shares, in consideration of entering into an agreement to become an employee shareholder |
(d) | Aggregated information | Refer to section 4.2 (d) |
(e) | Date of the transaction | 28 July 2016 |
(f) | Place of the transaction | Outside a trading venue |
4.2 | 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 transaction(s) have been conducted | |
(a) | Description of the financial instrument | Ordinary shares of 5p each in the capital of the Company ("Shares") |
(b) | Nature of the transaction | Grant of an option to acquire Shares |
(c) | Price(s) and volume | 571,425 Shares Exercise Price: 5.25p |
(d) | Aggregated information | Acquisition: Option over 571,425 shares in the Company Acquisition: 2,500 shares in Elektron Technology UK Limited Ā |
(e) | Date of the transaction | 29 July 2016 at 8:00am |
(f) | Place of the transaction | Outside a trading venue |
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