6 May 2016 15:34
Cable & Wireless Communications Plc (the "Company")
Notification of transactions of Directors, Persons Discharging Managerial Responsibility ("PDMRs") or Connected Persons
This announcement relates to both the Company's obligations in respect of transactions notified to the Company in accordance with DTR 3.1.2R on 6 May 2016 and under Rule 9 of the City Code on Takeovers and Mergers (the "Takeover Code"), and is given in accordance with DTR 3.1.4R(1)(a).
The Company was notified on 6 May 2016 that Computershare Trustees (Jersey) Limited, trustee of The Cable & Wireless Communications Share Ownership Trust (formerly the Cable and Wireless Employee Share Ownership Trust) (the "Trust") has undertaken transactions in the ordinary share capital of the Company (the "Shares") as set out below.
Deferred Bonus Plan
On 6 May 2016, a total of 998,286 Deferred Bonus Plan Shares were awarded to Phil Bentley and Perley McBride in accordance with the rules of The Cable & Wireless 2011 Deferred Bonus Plan (the "DBP") (as set out in more detail below) and, consequently, each Director's holding in the Company has increased by the specified number of Shares:
Participant | Director/PDMR | Number of Shares |
Phil Bentley | Director | 658,193 |
Perley McBride | Director | 340,093 |
Total | 998,286 |
Legal title to the Shares awarded will be held by the Trust and will not be transferred to each Director until the first anniversary of the date of the award or the change of control of the Company, whichever occurs first, subject to the rules of the DBP. The share price for each award is £0.7475, being the closing share price of the Company on 5 May 2016. The consideration for the awards disclosed above is £nil. |
Concert Party
In November 2014, the UK Panel on Takeovers and Mergers ("Panel") deemed the directors of the Company from time to time (and their close relatives) to be acting in concert with Brendan Paddick, Clearwater Holdings (Barbados Limited) ("CHBL"), CVBI Holdings (Barbados) Inc. ("CHBI") (CHBL and CHBI together, "Clearwater"), Columbus Holding LLC ("CHLLC") and John Risley (as ultimate controller of Clearwater) and John Malone (as ultimate controller of CHLLC) (together the "Concert Party"). The Concert Party is deemed to be in existence until the Panel rules otherwise.
On 5 December 2014, the Company's independent shareholders approved a waiver of obligations arising under Rule 9.1 of the Takeover Code (the "Whitewash"). The effect of the Whitewash was to waive the obligation which would normally oblige a member of the Concert Party to make a general offer to all other shareholders to acquire their shares following any acquisition.
The Whitewash permits up to the following numbers of interests in shares to be held by the Concert Party without a mandatory offer obligation arising under Rule 9 of the Takeover Code.
Waiver | Maximum interest in CWC shares | Percentage of issued share capital of CWC (excluding Treasury Shares) |
Waiver in respect of the issue of the Consideration Shares (in addition to the existing share interests of the directors of the Company)) | 1,575,708,553 | 36.07
|
Waiver in respect of existing awards under the Performance Share Plan
| 12,381,422 | 0.28 |
Waiver in respect of further awards under the CWC Share Plans | 50,000,000 | 1.15 |
Waiver in respect of CWC Shares acquired by Directors to meet shareholding requirements | 15,000,000 | 0.34 |
Waiver in respect of CWC Shares acquired by Directors in proportion to the amount that they would otherwise have received through the dividend reinvestment plan | 10,000,000 | 0.23 |
Total | 1,663,089,975 | 38.07 |
As a result of the grant of the DBP awards set out in this announcement to Phil Bentley and Perley McBride, on 6 May 2016, the interests of the members of the Concert Party in the share capital of the Company is as set out below:
Name | Number of interests in ordinary shares of CWC | Percentage of issued share capital of CWC (excluding Treasury Shares) |
Sir Richard Lapthorne | 9,000,000 | 0.21 |
Phil Bentley | 6,693,941 | 0.15 |
Perley McBride | 1,267,201 | 0.03 |
Robin Freestone | 0 | 0 |
Alison Platt | 23,764 | 0.001 |
Mark Hamlin | 122,222 | 0.003 |
Barbara Thoralfsson | 0 | 0 |
Brendan Paddick | 136,077,710 | 3.12 |
Thad York | 0 | 0 |
John Risley / Clearwater | 846,355,136 | 19.37 |
CHLLC | 575,096,759 | 13.16 |
Total | 1,574,636,733 | 36.05 |