11 May 2016 17:26
Cable & Wireless Communications Plc
Notification of transactions of Directors, Persons Discharging Managerial Responsibility (PDMR) or Connected Persons
This disclosure relates to transactions notified to Cable & Wireless Communications Plc (the "Company") in accordance with DTR 3.1.2R on 11 May 2016 and is given in accordance with DTR 3.1.4R(1)(a).
The Company was today notified that on 11 May 2016 Computershare Trustees (Jersey) Limited, trustee of The Cable & Wireless Communications Share Ownership Trust (formerly the Cable and Wireless Employee Share Ownership Trust) had undertaken transactions in the ordinary shares of the Company ("Shares") as set out below.
Restricted Share Plan 2010
On 11 May 2016, Shares awarded under the Cable & Wireless Communications 2011 Performance Share Plan (the "PSP") and The Cable & Wireless 2011 Deferred Bonus Plan (the "DBP") were released to the following participants in accordance with the rules of the Plan, as a result of the recommended acquisition of the Company by Liberty Global plc:
PSP
Participant | Director/PDMR | Number of Shares Vested |
Phil Bentley Perley McBride Clare Underwood | Director Director PDMR | 10,237,108 2,725,487 455,264 |
DBP
Participant | Director/PDMR | Number of Shares Vested1 |
Phil Bentley Perley McBride | Director Director | 1,297,727 567,201 |
1 The total number of shares vested includes DBP awards made in both May 2015 and May 2016 and such shares have already been accounted for in respect of Phil Bentley's and Perley McBride's respective holdings in the Company following the announcement made by the Company on 6 May 2016.
Accordingly, as a result of the Shares awarded under the PSP, Phil Bentley's holding in the Company has increased by 10,237,108 Shares, Perley McBride's holding in the Company has increased by 2,725,487 Shares and Clare Underwood's holding in the Company has increased by 455,264 Shares.
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.
As at the date of this announcement, 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 | 35.54
|
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 | 1.13 |
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 | 37.51 |
As a result of the grant of the vesting of awards as set out in this announcement to Phil Bentley and Perley McBride, on 11 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 | 0.20 |
Phil Bentley | 16,931,049 | 0.38 |
Perley McBride | 3,992,688 | 0.09 |
Robin Freestone | 0 | 0 |
Alison Platt | 23,764 | 0.0005 |
Mark Hamlin | 122,222 | 0.003 |
Barbara Thoralfsson | 0 | 0 |
Brendan Paddick | 136,077,710 | 3.07 |
Thad York | 0 | 0 |
John Risley / Clearwater | 846,355,136 | 19.09 |
CHLLC | 575,096,759 | 12.97 |
Total | 1,587,599,328 | 35.81 |
Name of person making notification: Emily Martin
Contact number: 020 7315 4000
Date of notification: 11 May 2016