27 Mar 2018 16:28
LADBROKES CORAL GROUP PLC
Notification of Interests of Directors and Persons Discharging Managerial Responsibility ("PDMR")
On 26 March 2018, the Court sanctioned a scheme of arrangement for the acquisition of the entire issued and to be issued share capital of Ladbrokes Coral Group plc (the "Company") by GVC Holdings PLC ("GVC" and the "Acquisition", respectively). As a result of this, outstanding awards1 ("Awards") held by the PDMRs and directors under the Performance Share Plan, Deferred Bonus Plan and the 1983 Savings Related Share Option Scheme ("Sharesave") vested and were exercised.
Details of the total number of Shares vesting in respect of executive directors and PDMRs are as follows:
Number of Shares subject to Awards Vested | Number of Shares deducted for Net Settlement purposes (i.e. proportion of Award Shares which were settled in cash) | Balance of Shares held | |
Name | |||
Jim Mullen | |||
Deferred Bonus Plan | 191,121 | 89,908 | 101,383 |
Performance Share Plan | 746,916 | - | 746,916 |
SAYE | 3,960 | 3,960 | |
Total | 852,259 | ||
Paul Bowtell | |||
Deferred Bonus Plan | 29,593 | 13,909 | 15,684 |
Performance Share Plan | 200,180 | 200,180 | |
Total | 215,864 | ||
Andy Hornby | - | ||
Performance Share Plan | 190,513 | 190,513 |
When conditional share awards granted under the Deferred Bonus Plan vest, the directors and PDMRs will receive a combination of Shares and a cash payment from the Company that together have an aggregate combined value (on vesting) equal to the aggregate total number of Shares in the Company that would have been acquired were it not for the award being part settled in cash. The cash sum will be used to satisfy these individuals' tax liability arising on vesting of these conditional share awards under the Deferred Bonus Plan.
The above "net settlement" approach did not apply to restricted share awards granted under the Deferred Bonus Plan over 29,543 Shares to Jim Mullen. Instead, the trustee of the Ladbrokes Coral Group plc Share Ownership Trust will purchase sufficient Shares back from Jim Mullen in an off-market transaction at a price equal to the closing middle market quotation of the Shares on the Court sanction date. The Share sale by Jim Mullen will be used to fund the tax liability which arises on vesting of his restricted share awards
In respect of the Performance Share Plan, no Shares are to be sold in order to meet the tax liability as there is insufficient time to sell such Shares in the market and the Acquisition will complete shortly after vesting on 28 March 2018. Shares in GVC and cash, which form part of the consideration under the Acquisition and which will be issued and transferred, respectively, on completion of the Acquisition, will instead be sold to meet the tax liability of the individuals arising on the vesting.
This notification is made in accordance with DTR 3.1.4R(1)(a) of the FCA's Disclosure Guidance and Transparency Rules.
The attached notifications made in accordance with the EU Market Abuse Regulation, provide further information.
Geoff Mason
Company Secretary
Notes
1 The share awards were made in respect of the Company's ordinary shares of 28⅓ pence per share ("Shares").
Ladbrokes Coral Group plc LEI: 213800P7FJOPCV4H3J04
Notification of transactions of persons discharging managerial responsibilities and persons closely associated with them
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Jim Mullen | ||||
2 | Reason for the notification | |||||
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 | Ladbrokes Coral Group plc | ||||
b) | LEI | 213800P7FJOPCV4H3J04 | ||||
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 28⅓ pence each ("Shares")
| ||||
Identification code | GB00B0ZSH635 | |||||
b) | Nature of the transaction | Vesting of Share Awards | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
- Aggregated volume - Price |
852,259 £3,999.60
| ||||
e) | Date of the transaction | 2018-03-26 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Paul Bowtell | ||||
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 | Ladbrokes Coral Group plc | ||||
b) | LEI | 213800P7FJOPCV4H3J04 | ||||
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 28⅓ pence each ("Shares")
| ||||
Identification code | GB00B0ZSH635 | |||||
b) | Nature of the transaction | Vesting of Share Awards | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
- Aggregated volume - Price |
215,864 N/A | ||||
e) | Date of the transaction | 2018-03-26 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
Notification of transactions of persons discharging managerial responsibilities and persons closely associated with them
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Jim Mullen | ||||
2 | Reason for the notification | |||||
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 | Ladbrokes Coral Group plc | ||||
b) | LEI | 213800P7FJOPCV4H3J04 | ||||
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 28⅓ pence each ("Shares")
| ||||
Identification code | GB00B0ZSH635 | |||||
b) | Nature of the transaction | Sale of Shares | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
- Aggregated volume - Price | |||||
e) | Date of the transaction | 2018-03-26 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Andy Hornby | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief Operating Officer | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Ladbrokes Coral Group plc | ||||
b) | LEI | 213800P7FJOPCV4H3J04 | ||||
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 28⅓ pence each ("Shares")
| ||||
Identification code | GB00B0ZSH635 | |||||
b) | Nature of the transaction | Vesting of Share Awards | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information
- Aggregated volume - Price |
190,513 N/A | ||||
e) | Date of the transaction | 2018-03-26 | ||||
f) | Place of the transaction | Outside a trading venue | ||||