3 Oct 2019 14:00
APi GROUP CORPORATION
(formerly J2 ACQUISITION LIMITED)
(the "Company")
03 October 2019
PDMR Notification
The Company (LSE: JTWO) announces that 3,339,166 ordinary shares in the Company in aggregate were issued on 1 October 2019 pursuant to the exercise of warrants by Mariposa Acquisition IV, LLC (a PCA of Sir Martin E. Franklin, James E. Lillie and Ian G. H. Ashken), Lord Myners of Truro CBE and Thomas V. Milroy. In addition, in connection with the completion of the acquisition of APi Group, Inc on 1 October 2019, Russell A. Becker received ordinary shares as a result of a direct rollover share issuance, Thomas Lydon acquired additional ordinary shares and restricted stock unit awards were made to the following PDMRs as set out in the table below:
PDMR | No. of ordinary shares subject to award | Vesting date |
Lord Myners of Truro CBE (Non-executive director) | 10,000 | 1 October 2020 |
Thomas V. Milroy (Non-executive director) | 10,000 | 1 October 2020 |
Ian G. H. Ashken (Non-executive director) | 10,000 | 1 October 2020 |
Anthony E. Malkin (Non-executive director) | 10,000 | 1 October 2020 |
Cyrus D. Walker (Non-executive director) | 10,000 | 1 October 2020 |
Carrie A. Wheeler (Non-executive director) | 10,000 | 1 October 2020 |
Russell A. Becker (CEO and President)(1) | 490,000 | One third on each anniversary of the date of grant being 1 October 2019 |
Thomas Lydon (CFO) (1) | 150,000 | One third on each anniversary of the date of grant being 1 October 2019 |
Notes: (1) Russell A. Becker and Thomas Lydon also have an indirect interest in certain ordinary shares held by the Company's ESOP which received ordinary shares as a result of a direct rollover share issuance on completion of the acquisition of APi Group, Inc.
The notifications below are made in accordance with the Market Abuse Regulation.
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 | Lord Myners of Truro CBE |
2 | Reason for the notification | |
a) | Position/status | Non-Executive Director |
b)
| Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | APi GROUP CORPORATION |
b) | LEI | 213800NZT1VX6PZ7BT53 |
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 ISIN: VGG498941019
|
b) | Nature of the transaction | Exercise of warrants to subscribe for ordinary shares |
c) | Price(s) and volume(s) | 9,999 warrants exercised at $10.25 per whole ordinary share for 3,333 ordinary shares |
d) | Aggregated information | N/A - single transaction |
e) | Date of the transaction | 1 October 2019 |
f) | Place of the transaction | Outside of a trading venue |
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Lord Myners of Truro CBE |
2 | Reason for the notification | |
a) | Position/status | Non-Executive Director |
b)
| Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | APi GROUP CORPORATION |
b) | LEI | 213800NZT1VX6PZ7BT53 |
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 ISIN: VGG498941019 |
b) | Nature of the transaction | Award of restricted stock units |
c) | Price(s) and volume(s) | Nil, 10,000 |
d) | Aggregated information | N/A - single transaction |
e) | Date of the transaction | 1 October 2019 |
f) | Place of the transaction | Outside of a trading venue |
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Thomas Milroy |
2 | Reason for the notification | |
a) | Position/status | Non-Executive Director |
b)
| Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | APi GROUP CORPORATION |
b) | LEI | 213800NZT1VX6PZ7BT53 |
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 ISIN: VGG498941019
|
b) | Nature of the transaction | Exercise of warrants to subscribe for ordinary shares |
c) | Price(s) and volume(s) | 7,500 warrants exercised at $10.25 per whole ordinary share for 2,500 ordinary shares |
d) | Aggregated information | N/A - single transaction |
e) | Date of the transaction | 1 October 2019 |
f) | Place of the transaction | Outside of a trading venue |
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Thomas Milroy |
2 | Reason for the notification | |
a) | Position/status | Non-Executive Director |
b)
| Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | APi GROUP CORPORATION |
b) | LEI | 213800NZT1VX6PZ7BT53 |
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 ISIN: VGG498941019 |
b) | Nature of the transaction | Award of restricted stock units |
c) | Price(s) and volume(s) | Nil, 10,000 |
d) | Aggregated information | N/A - single transaction |
e) | Date of the transaction | 1 October 2019 |
f) | Place of the transaction | Outside of a trading venue |
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Mariposa Acquisition IV, LLC |
2 | Reason for the notification | |
a) | Position/status | PCA of Sir Martin E. Franklin, James E. Lillie and Ian G.H. Ashken, Non-Executive Directors |
b)
| Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | APi GROUP CORPORATION |
b) | LEI | 213800NZT1VX6PZ7BT53 |
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 ISIN: VGG498941019 |
b) | Nature of the transaction | Exercise of warrants to subscribe for ordinary shares. |
c) | Price(s) and volume(s) | 9,999,999 warrants exercised at $10.25 per whole ordinary share for 3,333,333 ordinary shares |
e) | Date of the transaction | 1 October 2019 |
f) | Place of the transaction | Outside of a trading venue |
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Russell A. Becker |
2 | Reason for the notification | |
a) | Position/status | Chief Executive Officer and President |
b)
| Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | APi GROUP CORPORATION |
b) | LEI | 213800NZT1VX6PZ7BT53 |
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 ISIN: VGG498941019 |
b) | Nature of the transaction | Rollover of shares in APi Group, Inc for shares in APi Group Corporation in connection with the acquisition by APi Group Corporation of APi Group, Inc. |
c) | Price(s) and volume(s) | N/A, 4,210,000 |
d) | Aggregated information | N/A - Single transaction |
e) | Date of the transaction | 1 October 2019 |
f) | Place of the transaction | Outside of a trading venue |
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Russell A. Becker |
2 | Reason for the notification | |
a) | Position/status | Chief Executive Officer and President |
b)
| Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | APi GROUP CORPORATION |
b) | LEI | 213800NZT1VX6PZ7BT53 |
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 ISIN: VGG498941019 |
b) | Nature of the transaction | Award of restricted stock units |
c) | Price(s) and volume(s) | Nil, 490,000 |
d) | Aggregated information | N/A - Single transaction |
e) | Date of the transaction | 1 October 2019 |
f) | Place of the transaction | Outside of a trading venue |
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Thomas Lydon |
2 | Reason for the notification | |
a) | Position/status | Chief Financial Officer |
b)
| Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | APi GROUP CORPORATION |
b) | LEI | 213800NZT1VX6PZ7BT53 |
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 ISIN: VGG498941019 |
b) | Nature of the transaction | Award of restricted stock units |
c) | Price(s) and volume(s) | Nil, 150,000 |
d) | Aggregated information | N/A - Single transaction |
e) | Date of the transaction | 1 October 2019 |
f) | Place of the transaction | Outside of a trading venue |
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Thomas Lydon |
2 | Reason for the notification | |
a) | Position/status | Chief Financial Officer |
b)
| Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | APi GROUP CORPORATION |
b) | LEI | 213800NZT1VX6PZ7BT53 |
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 ISIN: VGG498941019 |
b) | Nature of the transaction | Acquisition of ordinary shares |
c) | Price(s) and volume(s) | 59,500 ordinary shares at $10.25 each |
d) | Aggregated information | N/A - Single transaction |
e) | Date of the transaction | 1 October 2019 |
f) | Place of the transaction | Outside of a trading venue |
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Ian G. H. Ashken |
2 | Reason for the notification | |
a) | Position/status | Non-Executive Director |
b)
| Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | APi GROUP CORPORATION |
b) | LEI | 213800NZT1VX6PZ7BT53 |
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 ISIN: VGG498941019 |
b) | Nature of the transaction | Award of restricted stock units |
c) | Price(s) and volume(s) | Nil, 10,000 |
d) | Aggregated information | N/A - single transaction |
e) | Date of the transaction | 1 October 2019 |
f) | Place of the transaction | Outside of a trading venue |
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Anthony E. Malkin |
2 | Reason for the notification | |
a) | Position/status | Non-Executive Director |
b)
| Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | APi GROUP CORPORATION |
b) | LEI | 213800NZT1VX6PZ7BT53 |
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 ISIN: VGG498941019 |
b) | Nature of the transaction | Award of restricted stock units |
c) | Price(s) and volume(s) | Nil, 10,000 |
d) | Aggregated information | N/A - single transaction |
e) | Date of the transaction | 1 October 2019 |
f) | Place of the transaction | Outside of a trading venue |
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Cyrus D. Walker |
2 | Reason for the notification | |
a) | Position/status | Non-Executive Director |
b)
| Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | APi GROUP CORPORATION |
b) | LEI | 213800NZT1VX6PZ7BT53 |
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 ISIN: VGG498941019 |
b) | Nature of the transaction | Award of restricted stock units |
c) | Price(s) and volume(s) | Nil, 10,000 |
d) | Aggregated information | N/A - single transaction |
e) | Date of the transaction | 1 October 2019 |
f) | Place of the transaction | Outside of a trading venue |
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Carrie A Wheeler |
2 | Reason for the notification | |
a) | Position/status | Non-Executive Director |
b)
| Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | APi GROUP CORPORATION |
b) | LEI | 213800NZT1VX6PZ7BT53 |
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 ISIN: VGG498941019 |
b) | Nature of the transaction | Award of restricted stock units |
c) | Price(s) and volume(s) | Nil, 10,000 |
d) | Aggregated information | N/A - single transaction |
e) | Date of the transaction | 1 October 2019 |
f) | Place of the transaction | Outside of a trading venue |
--Ends--