5 Feb 2020 10:30
5 February 2020
Hansteen Holdings PLC
("Hansteen" or the "Company")
Issue of equity and Notification of Transactions ("Notification") of Directors, Person Discharging Managerial Responsibilities ("PDMRs") and persons closely associated with them
Further to the announcement made by Hansteen on 4 February 2020 that the Court had sanctioned the Scheme of Arrangement (the "Scheme"), entered into between the Company and Potter UK Bidco Limited ("Bidco"), the holders ("Option Holders") of nil cost Call Rights ("Options") under the Hansteen Performance Share Plan 2012 ("PSP") became exercisable.
Full details of the Scheme are set out in the scheme document published on 10 January 2020 (the "Scheme Document"). Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document and the way in which the Options became exercisable were set out in the Performance Share Plan Share Option Proposal Letter, also published on 10 January 2020.
Following the Court sanction of the Scheme, Option Holders, have exercised their Options over 3,689,748 ordinary shares ("Shares") of £0.10 each in the Company, to be satisfied by the transfer of shares from the Hansteen Employee Benefit Trust (the "Trust").
On 4 February 2020 the Trust subscribed for 1,439,991 Shares which were duly allotted by the Company and have been used, together with the existing 2,249,757 Shares held by the Trust to satisfy the 3,689,748 Options exercised by the Option Holders under the PSP.
The Option Holders included three PDMRs, being directors of the Company. Further details of the exercise of their options are set out in the Notification below.
The Notification below, which has been made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
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 | Ian Watson | ||
2 | Reason for the notification | |||
a) | Position/status | Chief Executive Officer - Director | ||
b) | Initial notification/Amendment | Initial Notification | ||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
a) | Name | Hansteen Holdings PLC | ||
b) | LEI | 2138007274QQL9KBWY58 | ||
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 £0.10 each in the capital of Hansteen Holdings PLC GB00B0PPFY88 | ||
b) | Nature of transaction | Exercise of options over 456,879 Ordinary Shares pursuant to Hansteen Holdings PLC Performance Share Plan 2012 | ||
c)
| Price(s) and volume(s)
| Price(s) | Volume(s) | |
nil | 456,879 | |||
d) | Aggregated information - Aggregated volume - Price | Price | Volume | Total |
nil | 456,879 | nil | ||
e) | Date of the transaction | 4 February 2020 | ||
f) | Place of the transaction | Outside a trading venue | ||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||
a) | Name | Morgan Jones | ||
2 | Reason for the notification | |||
a) | Position/status | Chief Executive Officer - Director | ||
b) | Initial notification/Amendment | Initial Notification | ||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
a) | Name | Hansteen Holdings PLC | ||
b) | LEI | 2138007274QQL9KBWY58 | ||
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 £0.10 each in the capital of Hansteen Holdings PLC GB00B0PPFY88 | ||
b) | Nature of transaction | Exercise of options over 456,879 Ordinary Shares pursuant to Hansteen Holdings PLC Performance Share Plan 2012 | ||
c)
| Price(s) and volume(s)
| Price(s) | Volume(s) | |
nil | 456,879 | |||
d) | Aggregated information - Aggregated volume - Price | Price | Volume | Total |
nil | 456,879 | nil | ||
e) | Date of the transaction | 4 February 2020 | ||
f) | Place of the transaction | Outside a trading venue | ||
1 | Details of the person discharging managerial responsibilities/person closely associated | ||||
a) | Name | Richard Lowes | |||
2 | Reason for the notification | ||||
a) | Position/status | Finance Director | |||
b) | Initial notification/Amendment | Initial Notification | |||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||
a) | Name | Hansteen Holdings PLC | |||
b) | LEI | 2138007274QQL9KBWY58 | |||
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 £0.10 each in the capital of Hansteen Holdings PLC GB00B0PPFY88 | |||
b) | Nature of transaction | Exercise of options over 1,187,386 Ordinary Shares pursuant to Hansteen Holdings PLC Performance Share Plan 2012 | |||
c)
| Price(s) and volume(s)
| Price(s) | Volume(s) | ||
nil | 1,187,386 | ||||
d) | Aggregated information - Aggregated volume - Price | Price | Volume | Price | |
nil | 1,187,386 | nil | |||
e) | Date of the transaction | 4 February 2020 | |||
f) | Place of the transaction | Outside a trading venue | |||
For further information:
Anne-Marie Wells
Link Company Matters Limited
Company Secretary
Tel: 020 7954 9685