Last checked at 31 Oct 2018 07:00
31 October 2018
Duke Royalty Limited("Duke Royalty", "Duke" or the "Company")
Long Term Incentive Plan ("LTIP") awards,Grant of Options, Ordinary Shares and Warrant issuance,Admission of New Ordinary Shares and Total Voting Rights
Duke Royalty Limited (AIM: DUKE) announces that the Company's Remuneration Committee has approved the following Performance Share Awards ("PSA's") under the Company's Long-Term Incentive Plan ("LTIP"). The LTIP framework was detailed within the Company's admission document which was published on 20 March 2017 and was put into place post Admission.
The PSA's for the financial year to 31 March 2018 are as follows:
Neil Johnson | 850,000 ordinary shares |
Charlie Cannon-Brookes | 600,000 ordinary shares |
Jim Webster | 215,000 ordinary shares |
The PSA's vest after a period of three years and are subject to various performance conditions outlined in the Company's admission document (and available on the Company's website) and set by the Remuneration Committee, all in accordance with the LTIP rules. The LTIP Awards will be subject to a performance condition based 50 per cent. on total shareholder return ("TSR") and 50 per cent. on total cash available for distribution per share ("TCAD per Share"). TSR can be defined as the returns generated by shareholders based on the combined value of the dividends paid out by the Company and the share price performance over the period in question.
In addition to the PSA's, the Remuneration Committee also approved the issuance of 305,000 new ordinary shares of no par value (the "New Ordinary Shares") in the Company and the grant of 200,000 options over Ordinary Shares (the "Options") under the Company's option plan. The Options expire five years from the date of issuance and have an exercise price of GBP 0.50. The New Ordinary Shares and Options were issued to certain Non-Executive Directors, members of the Investment Committee and to new members of the Duke team, Steven Russo and Ajay Shivdasani (the "New Joiners"). The New Ordinary Shares were issued to Non-Executive Directors and Investment Committee members in recognition of the significant contribution made during the previous financial year and for voluntarily forgoing service fees. The New Joiners were issued a mix of New Ordinary Shares and Options as signing bonuses to mitigate remuneration they both forgo when leaving their previous employment, and to further align their interests with shareholders.
Nigel Birrell | 44,500 ordinary shares |
Matthew Wrigley | 27,000 ordinary shares |
Investment Committee members | 133,500 ordinary shares |
New Joiners | 100,000 ordinary shares and 200,000 Options |
The Board also approved the grant of 2,375,000 Warrants to Partners Value Investments LP ("PVI") in consideration for the provision of services provided by PVI to the Company under the terms of the Strategic Advisory Agreement (as announced on 8 November 2017). The warrants were issued as consideration for introductory services and deal origination as well as for the provision of debt advisory services. PVI elected to receive warrants instead of cash to further align themselves with the Company and preserve liquidity within Duke. The warrants expire five years from the date of issuance and have an exercise price of GBP 0.50. In aggregate, following issue of these warrants, PVI will be interested in 8,750,000 ordinary shares representing approximately 4.41 per cent. of the Company's issued share capital and in 4,375,000 warrants.
Directors and PDMR's interests
Following the issue of these PSA's and ordinary shares, the interest of the respective directors and PDMRs is set out below:
Name | Number of Ordinary Shares | Percentage of issued share capital | Total number of shares under option(3) |
Director | |||
Neil Johnson (1) | 3,507,193 | 1.77 | 1,435,000 |
Charlie Cannon-Brookes (2) | 5,300,000 | 2.67 | 1,035,000 |
Nigel Birrell | 844,500 | 0.43 | 85,000 |
Matthew Wrigley | 27,000 | 0.01 | - |
Senior Management | |||
Jim Webster | - | - | 215,000 |
(1) Mr Johnson is Abingdon Capital Corporation's sole voting shareholder which legally owns 1,800,193 Ordinary Shares.
(2) Mr Cannon-Brookes is the investment director of Arlington Asset Management Limited ("Arlington") and holds 40.00 per cent. of the voting shares of Arlington. Arlington legally own 2,500,000 Ordinary Shares.
(3) Includes PSAs under the Company's LTIP and share options under the Company's option plan.
Admission, Dealings and Total Voting Rights
Application has been made for the admission to trading on AIM ("Admission") of the 305,000 Ordinary Shares being issued pursuant to share awards with Admission expected to take place at 8.00 a.m. on 5 November 2018 ("Admission").
Following Admission, the Company will have a total of 198,207,459 Ordinary Shares in issue carrying voting rights. This figure 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 Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
For further information, please contact www.dukeroyalty.com, or contact:
Duke Royalty Limited | Neil Johnson/ Charlie Cannon-Brookes
| +44 (0) 1481 741 240 |
Grant Thornton UK LLP (Nominated Adviser) | Colin Aaronson/ Samantha Harrison
| +44 (0) 20 7383 5100
|
Cenkos Securities plc (Joint Broker)
| Julian Morse/ Michael Johnson | +44 (0) 207 397 8900 |
Mirabaud Securities Limited (Joint Broker)
| Peter Krens/ Edward Haig-Thomas
| +44 (0) 20 3167 7222 |
Redleaf Communications (PR)
| Elisabeth Cowell/ Robin Tozer/ Ian Silvera | +44 (0) 20 3757 6880 Dukeroyalty@redleafpr.com |
About Duke Royalty
Duke Royalty Limited provides alternative capital solutions to a diversified range of profitable and long-established businesses in Europe and abroad. Duke Royalty's experienced team provide financing solutions to private companies that are in need of capital but whose owners wish to maintain equity control of their business. Duke Royalty's royalty investments are intended to provide robust, stable, long term returns to its shareholders. Duke Royalty is listed on the AIM market under the ticker DUKE and is headquartered in Guernsey.
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The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
END
1
| Details of the person discharging managerial responsibilities / person closely associated
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a)
| Name
| Neil Johnson
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2
| Reason for the notification
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a)
| Position/status
| Chief Executive Officer | |||
b)
| Initial notification /Amendment
| Initial | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
| Name
| Duke Royalty Limited
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b)
| LEI
| 213800GUTKPSJ39SER44 | |||
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
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a)
| Description of the financial instrument, type of instrument | Ordinary Shares
GG00BYZSSY63 | |||
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Identification code |
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b)
| Nature of the transaction
| Grant of performance share awards under LTIP | |||
c)
| Price(s) and volume(s) |
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| Price(s) | Volume(s) |
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| N/A | 850,000 |
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d)
| Aggregated information |
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- Aggregated volume |
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- Price |
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e)
| Date of the transaction
| 30 October 2018 | |||
f)
| Place of the transaction
| Outside a trading venue | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
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a)
| Name
| Charlie Cannon-Brookes
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2
| Reason for the notification
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a)
| Position/status
| Executive Director | |||
b)
| Initial notification /Amendment
| Initial | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
| Name
| Duke Royalty Limited
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b)
| LEI
| 213800GUTKPSJ39SER44 | |||
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
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a)
| Description of the financial instrument, type of instrument | Ordinary Shares
GG00BYZSSY63 | |||
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Identification code |
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b)
| Nature of the transaction
| Grant of performance share awards under LTIP | |||
c)
| Price(s) and volume(s) |
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| Price(s) | Volume(s) |
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| N/A | 600,000 |
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d)
| Aggregated information |
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- Aggregated volume |
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- Price |
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e)
| Date of the transaction
| 30 October 2018 | |||
f)
| Place of the transaction
| Outside a trading venue | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
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a)
| Name
| Jim Webster | |||
2
| Reason for the notification
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a)
| Position/status
| Chief Investment Officer | |||
b)
| Initial notification /Amendment
| Initial | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
| Name
| Duke Royalty Limited
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b)
| LEI
| 213800GUTKPSJ39SER44 | |||
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
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a)
| Description of the financial instrument, type of instrument | Ordinary Shares
GG00BYZSSY63 | |||
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Identification code |
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b)
| Nature of the transaction
| Grant of performance share awards under LTIP | |||
c)
| Price(s) and volume(s) |
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| Price(s) | Volume(s) |
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| N/A | 215,000 |
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d)
| Aggregated information |
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- Aggregated volume |
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- Price |
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e)
| Date of the transaction
| 30 October 2018 | |||
f)
| Place of the transaction
| Outside a trading venue | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
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a)
| Name
| Nigel Birrell | |||
2
| Reason for the notification
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a)
| Position/status
| Non-Executive Director | |||
b)
| Initial notification /Amendment
| Initial | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
| Name
| Duke Royalty Limited
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b)
| LEI
| 213800GUTKPSJ39SER44 | |||
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
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a)
| Description of the financial instrument, type of instrument | Ordinary Shares
GG00BYZSSY63 | |||
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Identification code |
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b)
| Nature of the transaction
| Purchase of Placing Shares pursuant to the Fundraising | |||
c)
| Price(s) and volume(s) |
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| Price(s) | Volume(s) |
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| N/A | 44,500 |
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d)
| Aggregated information |
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- Aggregated volume |
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- Price |
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e)
| Date of the transaction
| 30 October 2018 | |||
f)
| Place of the transaction
| Outside a trading venue | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
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a)
| Name
| Matthew Wrigley | |||
2
| Reason for the notification
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a)
| Position/status
| Non-Executive Director | |||
b)
| Initial notification /Amendment
| Initial | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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a)
| Name
| Duke Royalty Limited
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b)
| LEI
| 213800GUTKPSJ39SER44 | |||
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
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a)
| Description of the financial instrument, type of instrument | Ordinary Shares
GG00BYZSSY63 | |||
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Identification code |
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b)
| Nature of the transaction
| Purchase of Placing Shares pursuant to the Fundraising | |||
c)
| Price(s) and volume(s) |
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| Price(s) | Volume(s) |
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| N/A | 27,000 |
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d)
| Aggregated information |
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- Aggregated volume |
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- Price |
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e)
| Date of the transaction
| 30 October 2018 | |||
f)
| Place of the transaction
| Outside a trading venue | |||