4 Oct 2012 15:38
Notification of Transactions of (1) Persons Discharging Managerial Responsibility and (2) Persons closely associated with Persons Discharging Managerial Responsibility
This form is intended for use by an issuer making a notification required by Rules 7.2 and 7.3 of the Central Bank of Ireland's Market Abuse Rules in relation to a person falling within either of the above categories of individual. These categories are defined in Regulation 12 (8) of the Market Abuse (Directive 2003/6/EC) Regulations 2005 and are detailed as part of this form.
All relevant boxes should be completed in block capital letters.
1 | Name of the Issuer
Independent News & Media PLC
| 2 | Name of person discharging managerial responsibilities
Mr. Leslie Buckley |
3 | State whether notification relates to a person closely associated with a person discharging managerial responsibilities named in 2 and identify the connected person
As in 2 above
| 4 | Indicate whether the notification is in respect of a holding of the person referred to in 2 or 3 above or in respect of a non-beneficial interest
As in 2 above |
5 | Description of shares or derivatives or other financial instruments linked to them
Ordinary Shares of nominal value €0.35 each | 6 | Name of registered shareholder(s) and, if more than one, number of shares or derivatives or other financial instruments linked to them, held by each shareholder
As in 2 above |
7 | State the nature of the transaction
Disposal of Shares | 8 | Number of shares, derivatives or other financial instruments linked to them acquired
N/A |
9 | Number of shares, derivatives or other financial instruments linked to them disposed of
100,000 | 10 | Price per share or derivative or other financial instrument linked to them or value of transaction
€12,100.00 |
11 | Date and place of transaction 3 October 2012, Dublin | 12 | Date issuer informed of transaction 3 October 2012 |
13 | Any additional information
Leslie Buckley was elected as a Director of the Company by shareholders at an Extraordinary General meeting on 27 August 2012. The shareholding of Mr. Buckley (who is a nominee of Mr. Denis O'Brien) in INM at the time of his appointment, when combined with the shareholding of Mr Denis O'Brien and of the 2 incumbent directors of INM who are also nominees of Mr. O'Brien, marginally exceeded 30% (30.01%) of the issued share capital of the Company, a threshold that may normally entail an obligation to make a mandatory offer under Rule 9 of the Takeover Rules. Mr. Buckley self reported this matter to the Takeover Panel which has accepted that the breach was inadvertent. The Takeover Panel has therefore waived any obligation to make an offer under Rule 9 of the Takeover Rules and directed that Mr Buckley sell 100,000 shares to an unconnected party in order to reduce the combined shareholding to below 30%. This notification confirms the sale of the shares as directed by the Takeover Panel.
| 14 | Name of contact and telephone number for queries
Andrew Donagher Company Secretary Tel: + 353 1 4663200 |
Person authorised on behalf of the issuer responsible for making the notification
Andrew Donagher, Company Secretary___________________________________
Date of notification ___4 October 2012____________________________ | |||
Information required under Irish Stock Exchange Listing Rule 6.10
The following additional information is required to be disclosed under ISE Listing Rule 6.10 in respect of interests in securities of a director or secretary or their connected persons. An issuer is not being required to submit the information below to the Central Bank in respect of any PDMR who is also a director/secretary/connected persons.
15 | Name of director or secretary (if not required to be stated in box 2)
| 16 | State whether the notification relates to a single transaction being notified in accordance with the Market Abuse Rules and ISE LR 6.10
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17 | Description of class of share
Ordinary Shares | 18 | Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)
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19 | Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)
0.02% | 20 | Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)
342,857 Ordinary Shares representing 0.06% of the issued share capital
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If a person whose interests are required to be disclosed under ISE Listing Rule 6.10 has been granted options by the issuer, please complete the following boxes:
21 | Date of grant | 22 | Period during which or date on which it can be exercised |
23 | Total amount paid (if any) for grant of the option | 24 | Description of shares involved (class and number) |
25 | Exercise price (if fixed at time of grant) or indication that the price is to be fixed at the time of exercise | 26 | Total number of shares over which options are held following notification |
Name and signature of duly designated officer of issuer responsible for making notification
Andrew Donagher, Company Secretary___________________
Date of notification 4 October 2012_______________________ | |||
The duly designated officer of the issuer responsible for making this notification acknowledges and confirms that he/she is aware that the information as has been provided in response to the questions 15 to 26 above is not information which has been required by or which has been requested by the Central Bank, and is information which is required to be provided to the Irish Stock Exchange only.