6 Feb 2020 16:31
Consort Medical plc ("Consort" or the "Company")
Notification and public disclosure by persons discharging managerial responsibilities ("PDMRs")
6 February 2020
Acquisition of entire issued and to be issued share capital of the Company by Recipharm Holdings Limited ("Recipharm"), a wholly-owned direct subsidiary of Recipharm AB, by way of a recommended cash offer (the "Offer") - exercise of share options held by PDMRs and disposal by PDMRs of shares under the Offer
Consort announces the following in relation to the PDMRs listed in the table below:
·; on 4 February 2020 (the "Takeover Date"), the PDMRs exercised share options (the "Options") under the Company's Share Plans (as detailed further in the table and the notifications below) which became exercisable in connection with the Offer, and the PDMRs became entitled to ordinary shares ("Shares") in the Company; and
·; on 5 February 2020, the PDMRs disposed of the Shares resulting from such exercise, and their SIP Shares (where relevant) (as detailed further in the table and the notifications below), to Recipharm under the terms of the Offer.
The Options were granted to the PDMRs under the Consort Performance Share Plan (the "PSP"), the Consort Deferred Bonus Plan (the "DBP") and the Consort Sharesave Plan (the "Sharesave Plan"). Certain of the PDMRs also hold Shares under the Consort Share Incentive Plan (the "SIP").
The Options were exercised by the PDMRs conditionally on the Takeover Date, and the PDMRs accepted the Offer in respect of the resulting Shares, under the terms of Recipharm's proposal made in accordance with Rule 15 of the Takeover Code. The PDMRs instructed the SIP Trustee to accept the Offer in respect of their SIP Shares, in accordance with the trust deed and rules of the SIP.
As set out in the document containing the Offer, the effect of the Offer on the interests the PDMRs does not differ from its effect on the interests of any other option holder or shareholder.
The exercise of the Options was satisfied by using all the Shares held in the Consort Medical plc Employee Share Ownership Trust, with the balance of Options satisfied by the issue of new Shares.
Following the acquisition by Recipharm of the Shares as detailed in this announcement, the PDMRs listed below hold no Shares in the Company.
Director/PDMR | DBP Shares | PSP Shares | Sharesave Shares | SIP Shares | Total Shares exercised and sold to Recipharm
| Total Shares retained |
Jonathan Glenn | 50,875 | 160,599 | 193 | 9,065 | 220,732 | 0 |
Paul Hayes | 19,120 | 127,108 | 387 | 467 | 147,082 | 0 |
Keyvan Djamarani | 16,522 | 59,688 | 387 | 1,971 | 78,568 | 0 |
Enquiries: Andrew Jackson Company Secretary 01442 867920
1 | Details of the person discharging managerial responsibilities / person closely associated | ||||
a) | Name | Jonathan Glenn | |||
2 | Reason for the notification | ||||
a)
| Position/status
| CEO | |||
b)
| Initial notification /Amendment | Initial | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
a)
| Name | Consort Medical plc | |||
b)
| LEI
| 2138001TBP74FD66QT38 | |||
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 | Ordinary 10p shares | |||
Identification code | ISIN: GB0000946276 | ||||
b)
| Nature of the transaction
| 1. Exercise of Options under the Deferred Bonus Plan and the Performance Share Plan 2. Sale of Shares resulting from exercise under the terms of the Offer 3. Exercise of Options under the Company's Sharesave Scheme 4. Sale of the Sharesave shares resulting from the exercise under the terms of the offer 5. Sale of the Share Incentive Plan shares under the terms of the offer | |||
c)
| Price(s) and volume(s) |
|
|
|
|
| Price(s) | Volume(s) |
| ||
| 1. £0.00 | 211,474 |
| ||
| 2. £10.10 | 211,474 |
| ||
| 3. £7.74 | 193 |
| ||
| 4. £10.10 | 193 |
| ||
| 5. £10.10 | 9,065 |
| ||
|
|
|
| ||
d)
| Aggregated information | ||||
n/a | |||||
- Aggregated volume | |||||
- Price | |||||
e)
| Date of the transaction
| Exercise of options: 4 February 2020 Sale of shares under offer: 5 February 2020 | |||
f)
| Place of the transaction
| Exercise of options: Off market Sale of share under offer: London Stock Exchange | |||
1 | Details of the person discharging managerial responsibilities / person closely associated | ||||
a) | Name | Paul Hayes | |||
2 | Reason for the notification | ||||
a)
| Position/status
| CFO | |||
b)
| Initial notification /Amendment | Initial | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
a)
| Name | Consort Medical plc | |||
b)
| LEI
| 2138001TBP74FD66QT38 | |||
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 | Ordinary 10p shares | |||
Identification code | ISIN: GB0000946276 | ||||
b)
| Nature of the transaction
| 1. Exercise of Options under the Deferred Bonus Plan and the Performance Share Plan 2. Sale of Shares resulting from exercise under the terms of the Offer 3. Exercise of Options under the Company's Sharesave Scheme 4. Sale of the Sharesave shares resulting from the exercise under the terms of the offer 5. Sale of the Share Incentive Plan shares under the terms of the offer | |||
c)
| Price(s) and volume(s) |
|
|
|
|
| Price(s) | Volume(s) |
| ||
| 1. £0.00 | 146,228 |
| ||
| 2. £10.10 | 146,228 |
| ||
| 3. £7.74 | 387 |
| ||
| 4. £10.10 | 387 |
| ||
| 5. £10.10 | 467 |
| ||
|
|
|
| ||
d)
| Aggregated information | ||||
n/a | |||||
- Aggregated volume | |||||
- Price | |||||
e)
| Date of the transaction
| Exercise of options: 4 February 2020 Sale of shares under offer: 5 February 2020 | |||
f)
| Place of the transaction
| Exercise of options: Off market Sale of share under offer: London Stock Exchange | |||
1 | Details of the person discharging managerial responsibilities / person closely associated | ||||
a) | Name | Keyvan Djamarani | |||
2 | Reason for the notification | ||||
a)
| Position/status
| Business President Bespak | |||
b)
| Initial notification /Amendment | Initial | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
a)
| Name | Consort Medical plc | |||
b)
| LEI
| 2138001TBP74FD66QT38 | |||
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 | Ordinary 10p shares | |||
Identification code | ISIN: GB0000946276 | ||||
b)
| Nature of the transaction
| 1. Exercise of Options under the Deferred Bonus Plan and the Performance Share Plan 2. Sale of Shares resulting from exercise under the terms of the Offer 3. Exercise of Options under the Company's Sharesave Scheme 4. Sale of the Sharesave shares resulting from the exercise under the terms of the offer 5. Sale of the Share Incentive Plan shares under the terms of the offer | |||
c)
| Price(s) and volume(s) |
|
|
|
|
| Price(s) | Volume(s) |
| ||
| 1. £0.00 | 76,210 |
| ||
| 2. £10.10 | 76,210 |
| ||
| 3. £7.74 | 387 |
| ||
| 4. £10.10 | 387 |
| ||
| 5. £10.10 | 1,971 |
| ||
|
|
|
| ||
d)
| Aggregated information | ||||
n/a | |||||
- Aggregated volume | |||||
- Price | |||||
e)
| Date of the transaction
| Exercise of options: 4 February 2020 Sale of shares under offer: 5 February 2020 | |||
f)
| Place of the transaction
| Exercise of options: Off market Sale of share under offer: London Stock Exchange | |||