28 Feb 2020 12:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
Ei Group plc
Director/PDMR Shareholding
28 February 2020
Ei Group plc (the "Company")
Exercise of share options
The Company makes the following announcements following the sanction by the Court on 27 February 2020 of the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") by which the recommended all cash offer for the entire issued and to be issued share capital of the Company by Stonegate Pub Company Bidco Limited, a wholly-owned subsidiary of Stonegate Pub Company Limited, is being implemented.
Vesting and exercise of Deferred Share Awards
The Company confirms that on 27 February 2020, following Court sanction of the Scheme and pursuant to deferred share awards granted under the Ei Group plc 2015 Annual Bonus Plan, the executive directors acquired the following ordinary shares of 2.5 pence each in the capital of the Company ("Shares") for a total payment of £1 per award:
Name/Position | Shares acquired on exercise of Deferred Share Awards | Name/Position | Shares acquired on exercise of Deferred Share Award |
Simon Townsend Chief Executive Officer | 214,035 | Neil Smith Chief Financial Officer | 177,479 |
391,514 Shares were transferred from the Company's employee benefit trust to the executive directors to satisfy the exercise of such awards.
Vesting and exercise of Long Term Incentive Plan Awards
The Company also confirms that on 27 February 2020, following Court sanction of the Scheme and pursuant to options granted under the Ei Group plc 2015 Long Term Incentive Plan, the executive directors acquired the following Shares for a total payment of £1 per award:
Name/Position | Shares acquired on exercise of options under Long Term Incentive Plan | Name/Position | Shares acquired on exercise of options under Long Term Incentive Plan |
Simon Townsend Chief Executive Officer | 1,677,137 | Neil Smith Chief Financial Officer | 1,368,784 |
3,045,921 Shares held in treasury were transferred to the executive directors to satisfy the exercise of such options.
Vesting and exercise of Restricted Share Plan Awards
The Company also confirms that on 27 February 2020, following Court sanction of the Scheme and pursuant to options granted under the Ei Group plc 2019 Restricted Share Plan, the executive directors acquired the following Shares for nil consideration:
Name/Position | Shares acquired on exercise of options under Restricted Share Plan | Name/Position | Shares acquired on exercise of options under Restricted Share Plan |
Simon Townsend Chief Executive Officer | 219,320 | Neil Smith Chief Financial Officer | 181,158 |
400,478 Shares held in treasury were transferred to the executive directors to satisfy the exercise of such options.
Total Shares held
The total number and percentage of Shares beneficially held by the following directors immediately following these transactions has increased and is now as follows:
Name/Position | Total holding and % of issued shares (excluding treasury) |
Simon Townsend Chief Executive Officer | 3,485,492 0.79% |
Neil Smith Chief Financial Officer | 2,292,421 0.52% |
Enquiries Ei Group plcL Togher Company Secretary |
Tel: +44 (0)121 272 5000
|
Public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
Notification of Dealing Form
1 | Details of the person discharging managerial responsibility /persons closely associated with them. | ||
a) | Name | W S Townsend | |
2 | Reason for the Notification | ||
a) | Position/status | CEO | |
b) | Initial Notification/Amendment | Initial Notification | |
3 | Details of the issuer | ||
a) | Name | Ei Group plc | |
4 | Details of the transactions | ||
a) | Description of the financial instruments, type of instrument Identification Code | Ordinary Shares of 2.5 pence each GB00B1L8B624 | |
b) | Nature of transactions | On Court sanction of a Scheme of Arrangement: -vesting and exercise of deferred share awards over 214,035 shares at a total exercise price of £4; -vesting and exercise of long term incentive plan awards over 1,677,137 shares at a total exercise price of £5; and -vesting and exercise of restricted share plan awards over 219,320 shares at a total exercise price of nil.
| |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
£4 | 214,035 | ||
£5 | 1,677,137 | ||
£0 | 219,320 | ||
d) | Aggregated information Aggregated volume Price |
2,110,492 shares £9 | |
e) | Date of the transactions | 27 February 2020 | |
f) | Place of the transaction of share sales | Outside a trading venue | |
Notification of Dealing Form
1 | Details of the person discharging managerial responsibility /persons closely associated with them. | ||
a) | Name | N R Smith | |
2 | Reason for the Notification | ||
a) | Position/status | CFO | |
b) | Initial Notification/Amendment | Initial Notification | |
3 | Details of the issuer | ||
a) | Name | Ei Group plc | |
4 | Details of the transactions | ||
a) | Description of the financial instruments, type of instrument Identification Code | Ordinary Shares of 2.5 pence each GB00B1L8B624 | |
b) | Nature of transactions | On Court sanction of a Scheme of Arrangement: -vesting and exercise of deferred share awards over 177,479 shares at a total exercise price of £4; -vesting and exercise of long term incentive plan awards over 1,368,784 shares at a total exercise price of £5; and -vesting and exercise of restricted share plan awards over 181,158 shares at a total exercise price of nil.
| |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
£4 | 177,479 | ||
£5 | 1,368,784 | ||
£0 | 181,158 | ||
d) | Aggregated information Aggregated volume Price |
1,727,421 shares £9 | |
e) | Date of the transactions | 27 February 2020 | |
f) | Place of the transaction of share sales | Outside a trading venue | |
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.