Last checked at 10 May 2018 07:00
10 May 2018
FDM GROUP (HOLDINGS) PLC (the "Company")
Director / PDMR Shareholding / Total Voting Rights
FDM Group (Holdings) Plc ("FDM" or the "Company"), an international professional services provider focusing principally on information technology, announces that on 8 May 2018, following the exercise by a number of the Company's PDMRs (including Executive Directors) and other FDM employees of options under the FDM Group (Holdings) Plc Company Share Option Plan 2014 ("CSOP") and the FDM Group (Holdings) Plc Performance Share Plan 2014 ("PSP"), a total of 657,528 new ordinary shares of £0.01 pence each in the Company ("Ordinary Shares") have been issued. The issued Ordinary Shares were admitted to the Official List of the UKLA and to trading on the main market of the London Stock Exchange on 1 May 2018.
Each of the PDMRs (including Executive Directors) named below exercised options on 8 May 2018. The options exercised by each PDMR (including each Executive Director) consisted of: (1) a tax qualifying CSOP option with an exercise price of £3.31 per share over 9,063 shares; (2) a PSP option with an exercise price of £0.01 per share over 40,967 shares in the case of every PDMR other than Stewart Sharman and over 15,937 shares in the case of Stewart Sharman; and (3) a Linked Award with an exercise price of £0.01 per share which is principally a funding award for the CSOP options and was exercisable over 2,971 shares.
Options were exercised and sold as referred to in the following table.
Name of PDMR | Aggregate number of shares over which CSOP option, PSP option and Linked Award exercised | Number of shares acquired on exercise of the Linked Award which were sold for £10.10 per share to fund the exercise price of the CSOP option* | Number of additional shares sold for £10.10 per share* |
Roderick Flavell (Executive Director) | 52,971 | 2,971 | NIL |
Sheila Flavell (Executive Director) | 52,971 | 2,971 | NIL |
Michael McLaren (Executive Director) | 52,971 | 2,971 | 50,000 |
Andrew Brown (Executive Director) | 52,971 | 2,971 | 50,000 |
Stewart Sharman (PDMR) | 27,971 | 2,971 | 25,000 |
*All shares sold were purchased at a price of £10.10 (being the closing mid-market price of an Ordinary Share on the day of the exercise) by an Employee Benefit Trust which has been established by the Company for the purposes of satisfying future requirements under the CSOP, the PSP and/or other employee share schemes which FDM may introduce in the future.
Following these transactions, the shareholdings of the Executive Directors in the Company are as set out in the following table.
Name of Executive Director | No. of Ordinary Shares held prior to transactions | Number of Ordinary Shares held after transactions
| Percentage of the issued share capital of the Company held prior to transactions | Percentage of the issued share capital of the Company held after transactions |
Roderick Flavell | 8,201,255 | 8,251,255 | 7.63% | 7.63%
|
Sheila Flavell | 8,201,254 | 8,251,254 | 7.63% | 7.63%
|
Michael McLaren | 499,295 | 499,295 | 0.46% | 0.46% |
Andrew Brown | 4,540,801 | 4,540,801 | 4.22% | 4.20% |
In accordance with DTR 5.6.1, the Company also announces that, following the transactions referred to above, as at today's date, its issued share capital comprises 108,175,034 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury. The voting rights of all of the Ordinary Shares are identical. Shareholders may use this figure as the denominator for the calculation by which they will determine whether they are required to notify their interest in, or a change to their interest in, Ordinary Shares in FDM under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
The notification below, made pursuant to Article 19 of Regulation (EU) No 596/2014 on Market Abuse, provides further information about these transactions.
1 | Details of the person discharging managerial responsibilities / person closely associated
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(a) | Name | (i) Roderick Flavell (ii) Sheila Flavell (iii) Michael McLaren (iv) Andrew Brown (v) Stewart Sharman | ||||||||||||||||||||||||||||||
2 | Reason for the notification
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(a) | Position/Status | (i) PDMR (Executive Director) (ii) PDMR (Executive Director) (iii) PDMR (Executive Director) (iv) PDMR (Executive Director) (v) PDMR (Senior Manager) | ||||||||||||||||||||||||||||||
(b) | Initial notification / Amendment | Initial notification
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3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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(a) | Name | FDM Group (Holdings) plc | ||||||||||||||||||||||||||||||
(b) | LEI | 213800YR62D7GUZLMZ71 | ||||||||||||||||||||||||||||||
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
Identification Code
| Ordinary shares of £0.01 each
ISIN: GB00BLWDVP51 | ||||||||||||||||||||||||||||||
(b) | Nature of the transaction
| Exercise of options to acquire ordinary shares of £0.01 each
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(c) | Price(s) and volume(s) |
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(d) | Aggregated Information - Aggregated Volume - Price |
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(e) | Date of the Transaction | 8 May 2018 | ||||||||||||||||||||||||||||||
(f) | Place of the Transaction | Outside a trading venue. | ||||||||||||||||||||||||||||||
Name of authorised official of issuer responsible for making notification: | Mark Heather, Company Secretary, FDM Group (Holdings) Plc | |||||||||||||||||||||||||||||||
1 | Details of the person discharging managerial responsibilities / person closely associated
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(a) | Name | (i) Roderick Flavell (ii) Sheila Flavell (iii) Michael McLaren (iv) Andrew Brown (v) Stewart Sharman | ||||||||||||||||||
2 | Reason for the notification
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(a) | Position/Status | (i) PDMR (Executive Director) (ii) PDMR (Executive Director) (iii) PDMR (Executive Director) (iv) PDMR (Executive Director) (v) PDMR (Senior Manager) | ||||||||||||||||||
(b) | Initial notification / Amendment | Initial notification
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3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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(a) | Name | FDM Group (Holdings) plc | ||||||||||||||||||
(b) | LEI | 213800YR62D7GUZLMZ71 | ||||||||||||||||||
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
| Ordinary shares of £0.01 each
ISIN: GB00BLWDVP51 | ||||||||||||||||||
(b) | Nature of the transaction
| Sale of ordinary shares of £0.01 each acquired pursuant to the exercise of options
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(c) | Price(s) and volume(s) |
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(d) | Aggregated Information - Aggregated Volume - Price | N/A | ||||||||||||||||||
(e) | Date of the Transaction | 8 May 2018 | ||||||||||||||||||
(f) | Place of the Transaction | London Stock Exchange. | ||||||||||||||||||
Name of authorised official of issuer responsible for making notification: | Mark Heather, Company Secretary, FDM Group (Holdings) Plc | |||||||||||||||||||
Contacts
Mark Heather, Company Secretary 020 3056 8240