7 Apr 2020 07:00
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Joules Group plc
("Joules" or the "Company")
Director/PDMR Share Dealings
Participation in Placing
As announced on 3 April 2020, the following Directors subscribed for the following amount of ordinary shares of 1p each in the capital of the Company ("Ordinary Shares") as part of the placing (the "Placing") (the "Placing Shares").
Directors' participation in the Placing
Resultant holding | |||
Director | Number of Placing Shares | Number of Ordinary Shares | % Enlarged Issued Share Capital |
Tom Joule | 1,250,000 | 29,498,433* | 27.28% |
Nick Jones | 93,750 | 93,750 | 0.09% |
Marc Dench | 25,000 | 281,398 | 0.26% |
Ian Filby | 50,000 | 50,000 | 0.05% |
Jill Little | 12,500 | 38,125 | 0.04% |
David Stead | 37,500 | 68,750 | 0.06% |
Total | 1,468,750 | 30,030,456 | 27.77% |
\* This figure includes nine million Ordinary Shares transferred by Tom Joule on 1 February 2019 to five discretionary trusts (the "Trusts"). Tom Joule is one of the trustees of each of the Trusts, and the holder of trust protectorship rights over the Trusts, which gives him effective voting control of the shares held by the Trusts.
Grant of Options
As part of measures to conserve cash within the Company, certain executive directors and senior management have waived a portion of their salary for a period of time in exchange for a grant of options over Ordinary Shares. The value of the options granted is commensurate with the value of the salaries waived. These options will vest in two tranches, with 50% vesting on 30 September 2020 and the remainder vesting on 30 April 2021.
Director awards
Name | Role | Number of options granted |
Nick Jones | CEO | 65,625 |
Marc Dench | CFO | 42,234 |
Grant of Options to Nick Jones
As disclosed in the Company's Annual Report for the year to May 2019, on the appointment of Nick Jones as CEO in May 2019, it was agreed that he would be granted options over Ordinary Shares to the value of £170,599 as compensation for share awards which would have vested had he remained with his former employer. These options were to be granted on or before 31 March 2020. Given the timing of the Placing, and in agreement with Nick Jones, the grant of the options was delayed until after the announcement of the Placing.
In line with this agreement, the Company announces that it has granted 128,618 options in the form of a conditional award as set out below.
The options are subject to a three-year holding period commencing from 2 September 2019 when Nick Jones joined the Company, and will be subject to clawback if Nick Jones leaves the Company (or notice is served) within this three year period, with the proportion that may be clawed back reducing from 100% to 0% over that three year period.
The notification below, 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.
Participation in the Placing
1. Details of the person discharging managerial responsibilities/person closely associated | |||||||||||||||||||||||||||||
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a) Name |
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2. Reason for the notification |
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a) Position/status |
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b) Initial notification / Amendment | Initial notification | ||||||||||||||||||||||||||||
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||||||||||||||||||
a) Name | Joules Group plc | ||||||||||||||||||||||||||||
b) LEI | 213800BNGLSIPD111Y68 | ||||||||||||||||||||||||||||
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 | Ordinary shares of 1p each in the capital of Joules Group plc | ||||||||||||||||||||||||||||
b) Identification code | ISIN GB00BZ059357 | ||||||||||||||||||||||||||||
c) Nature of the transaction | Purchase of shares | ||||||||||||||||||||||||||||
d) Price(s) and volume(s) |
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e) Aggregated information: i. Aggregated volume ii. price | n/a (single transaction for each individual) | ||||||||||||||||||||||||||||
f) Date of the transaction | 03 April 2020 | ||||||||||||||||||||||||||||
g) Place of the transaction |
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Grant of Options
1. Details of the person discharging managerial responsibilities/person closely associated | |||||||||||||
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a) Name |
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2. Reason for the notification |
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a) Position/status |
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b) Initial notification / Amendment | Initial notification | ||||||||||||
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||
a) Name | Joules Group plc | ||||||||||||
b) LEI | 213800BNGLSIPD111Y68 | ||||||||||||
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 | Ordinary shares of 1p each in the capital of Joules Group plc | ||||||||||||
b) Identification code | ISIN GB00BZ059357 | ||||||||||||
c) Nature of the transaction | Grant of options | ||||||||||||
d) Price(s) and volume(s) |
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e) Aggregated information: i. Aggregated volume ii. price | n/a (single transaction for each individual) | ||||||||||||
f) Date of the transaction | 6 April 2020 | ||||||||||||
g) Place of the transaction |
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Grant of Options to Nick Jones
1. Details of the person discharging managerial responsibilities/person closely associated | |||||
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a) Name | Nick Jones | ||||
2. Reason for the notification |
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a) Position/status | Chief Executive Officer | ||||
b) Initial notification / Amendment | Initial notification | ||||
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) Name | Joules Group plc | ||||
b) LEI | 213800BNGLSIPD111Y68 | ||||
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 | Ordinary shares of 1p each in the capital of Joules Group plc | ||||
b) Identification code | ISIN GB00BZ059357 | ||||
c) Nature of the transaction | Grant of options | ||||
d) Price(s) and volume(s) |
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e) Aggregated information: i. Aggregated volume ii. price | n/a (single transaction) | ||||
f) Date of the transaction | 6 April 2020 | ||||
g) Place of the transaction |
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