Last checked at 25 Oct 2017 08:00
CyanConnode Holdings plc
("CyanConnode" or the "Company")
Director / PDMR Shareholdings
CyanConnode (AIM:CYAN.L), the world leader in narrowband radio mesh networks, announces that on 23 October 2017 interests were granted to certain directors and employees over ordinary shares of 2 pence each ("Ordinary Shares") to be issued to the Company's Employee Benefit Trust ("EBT") (the "Awards"). The Company's EBT scheme, which was introduced by the Company in 2008, is a Joint Share Ownership Plan ("JSOP") and its terms entitle the holders to the value of such Ordinary Shares as set out in the table below.
All of these interests over Ordinary Shares will vest on the dates set out below. 6,400,201 of the Awards have replaced the same number of unapproved share options held by these directors and employees. These Awards have been made on terms that will entitle the holders to the value of such Ordinary Share above a price calculated as the weighted average exercise price of the unapproved options being replaced. The remaining 2,736,571 Awards are new awards, and entitle the holders to the value of such Ordinary Shares above a price of 33.30 pence per Ordinary Share, which is a premium of 24.5 per cent on the mid-market closing share price of 26.75p on 23 October 2017.
In order for the EBT to have sufficient Ordinary Shares to cover the Awards, the EBT will be issued 9,136,772 Ordinary Shares. Application will be made for these 9,136,772 new Ordinary Shares to be admitted to trading on the Alternative Investment Market ("AIM") of London Stock Exchange plc. Admission of the new Ordinary Shares is expected to become effective on 1 November 2017 ("Admission").
Following the issue of the new Ordinary Shares, the Company's total issued share capital with voting rights and which is admitted to trading on AIM will consist of 127,764,137 Ordinary Shares. The Company does not hold any shares in treasury. This figure of 127,764,137 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.
Following the above transfers of interests, the three directors receiving the awards shall hold options and awards in interests as follows:
Name | Position | Current number of Options held | Exercise Price of current Options (in pence per share) | Per cent. of issued share capital* |
EMI OPTIONS
John Cronin |
Executive Chairman |
382,804 175,297 |
60.0 84.0 |
|
|
| 558,101 |
| 0.44% |
Simon Smith | NED | 210,032130,746 | 60.0 84.0 |
|
|
| 255,526 | 50.0 |
|
|
| 596,304 |
| 0.47% |
Harry Berry | Chief Operating Officer | 372,944 142,566 70,000 | 50.043.428.0 |
|
|
| 149,664 | 37.2 |
|
|
| 735,174 |
| 0.58% |
|
|
|
|
|
* Post Admission
Name | Position | Interest in Ordinary Shares Awarded | Exercise Price of current Options (in pence per share) | New / replacement | Per cent. of issued share capital* |
INTEREST IN SHARES AWARDED John Cronin |
Executive Chairman |
3,219,200 1,382,425 |
49.64 33.30 |
ReplacementNew |
|
|
| 4,601,625 |
|
| 3.60% |
|
|
|
|
|
|
Simon Smith | NED | 837,520 132,275 | 45.02 33.30 | Replacement New |
|
|
| 969,795 |
|
| 0.76% |
|
|
|
|
|
|
Harry Berry | COO | 2,076,085 925,303 | 39.04 33.30 | Replacement New |
|
|
| 3,001,388 |
|
| 2.35% |
|
|
|
|
|
|
* Post Admission
The interests in Ordinary Shares awarded for all three directors shall vest as follows:-
The interests replacing Unapproved Options
1,133,360 shall vest immediately
2,633,420 shall vest after 12 months
2,633,421 shall vest after 24 months
The new interests being awarded
All of these interests shall vest as to 33% per year over the following 3 years.
The EMI Options will lapse if unexercised after 10 years from the date of grant.
Following these awards, the directors above have the following interests in ordinary shares in the company:
Name | Amount invested to date | No of ordinary shares held | Interests in Ordinary Shares through JSOP | Interest in issued share capital of the Company | Percentage of issued share capital* |
John Cronin | £841,242 | 2,147,953 | 4,601,625 | 6,749,578 | 5.28% |
Simon Smith | £525,238 | 1,119,835 | 969,795 | 2,089,630 | 1.64% |
Harry Berry | £222,621 | 552,796 | 3,001,388 | 3,554,184 | 2.78% |
TOTAL | £1,589,101 | 3,820,584 | 8,572,808 | 12,393,392 | 9.70% |
* Post Admission
Enquiries:
CyanConnode Holdings plc | www.cyanconnode.com |
John Cronin, Executive Chairman
| Tel: +44 (0) 1223 225 060 |
finnCap Ltd (NOMAD and Broker) |
|
Adrian Hargrave / Giles Rolls (Corporate Finance) Alice Lane (Corporate Broking) | Tel: +44 (0) 20 7220 0500
|
Walbrook PR (Investor Relations) |
cyanconnode@walbrookpr.com |
Paul Cornelius / Nick Rome | Tel: +44(0) 20 7933 8780
|
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 | Simon Smith | ||||||||||||
2. | Reason for the Notification | |||||||||||||
a) | Position/status | PDMR | ||||||||||||
b) | Initial notification/Amendment |
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3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||
a) | Name | CyanConnode Holdings plc | ||||||||||||
b) | LEI | 213800MDLW3GKKW5TT58 | ||||||||||||
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 | GB00B0P66Q02 | |||||||||||||
b) | Nature of the transaction |
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c) | Price(s) and volume(s) |
| ||||||||||||
d) | Aggregated information: · Aggregated volume · Price |
As above | ||||||||||||
e) | Date of the transaction | 25 October 2017 | ||||||||||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||||||||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||||||||
a) | Name | John Cronin | ||||||||||||
2. | Reason for the Notification | |||||||||||||
a) | Position/status | PDMR | ||||||||||||
b) | Initial notification/Amendment |
| ||||||||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||
a) | Name | CyanConnode Holdings plc | ||||||||||||
b) | LEI | 213800MDLW3GKKW5TT58 | ||||||||||||
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 | GB00B0P66Q02 | |||||||||||||
b) | Nature of the transaction |
| ||||||||||||
c) | Price(s) and volume(s) |
| ||||||||||||
d) | Aggregated information: · Aggregated volume · Price |
As above | ||||||||||||
e) | Date of the transaction | 25 October 2017 | ||||||||||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||||||||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||||||||
a) | Name | Harry Berry | ||||||||||||
2. | Reason for the Notification | |||||||||||||
a) | Position/status | PDMR | ||||||||||||
b) | Initial notification/Amendment |
| ||||||||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||
a) | Name | CyanConnode Holdings plc | ||||||||||||
b) | LEI | 213800MDLW3GKKW5TT58 | ||||||||||||
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 | GB00B0P66Q02 | |||||||||||||
b) | Nature of the transaction |
| ||||||||||||
c) | Price(s) and volume(s) |
| ||||||||||||
d) | Aggregated information: · Aggregated volume · Price |
As above | ||||||||||||
e) | Date of the transaction | 25 October 2017 | ||||||||||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||||||||||
The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.