10 Dec 2020 18:11
LiDCO Group Plc
("LiDCO" or the "Company")
Director / PDMR Shareholdings
LiDCO (AIM: LID), a leading supplier of hemodynamic monitoring solutions, makes the following announcement in respect of certain dealings in the Company's shares carried out by certain directors on 8 December 2020.
Exercise of certain share options
On 8 December 2020, the Company announced that the recommended cash offer made by Masimo LHC Limited ("Masimo") for the entire issued and to be issued share capital of LiDCO (the "Offer") had become unconditional in all respects. On the Offer becoming unconditional in all respects, certain Enterprise Management Incentive options ("EMI Options") granted under the Company's Share Option Plan over ordinary shares of 0.5 pence in the capital of the Company ("Shares") became exercisable, to the extent vested at such date.
The following directors have each submitted exercise instructions to the Company in respect of the EMI Options shown against their name below, and the relevant number of Shares have been issued and allotted to them in connection with such exercise:
Name of PDMR | Date of grant | Date of exercise | Exercise priceper Share | Resulting number of Shares |
Matt Sassone | 11 April 2017 | 8 December 2020 | 0.5 pence | 2,200,000 |
Tim Hall | 9 April 2019 | 8 December 2020 | 0.5 pence | 2,000,000 |
29 April 2020 | 8 December 2020 | 0.5 pence | 1,000,000 | |
29 April 2020 | 8 December 2020 | 0.5 pence | 787,500 |
EMI Options were exercised by other members of staff resulting in a further 3,568,533 Shares being issued and allotted. Admission of the 9,556,033 Shares arising from the exercise of EMI Options has been satisfied via the Company's block listing, application for which was announced on 26 November 2020.
The Shares arising from the exercise of EMI Options were issued on 10 December 2020 and immediately following their issue, the directors and other members of staff each sold all of their Shares to Masimo in accordance with their irrevocable commitments to do so in connection with the Offer.
Cash cancellation of certain share options
On the Offer becoming unconditional in all respects, certain non-tax-qualifying options ("Non-Qualifying Options") granted under the Company's Share Option Plan over Shares became exercisable, to the extent vested at such date.
Matt Sassone has agreed with Masimo to surrender the Non-Qualifying Options shown in the table below, in return for a cash cancellation payment made to him by Masimo of the "see-through value" of the Non-Qualifying Options (i.e. the aggregate value of the resulting Shares that he could have received by exercising his Non-Qualifying Options and selling them at the Offer price, less the aggregate cost of such exercise (being 0.5 pence per Share)):
Name of PDMR | Date of grant | Date of cash cancellation | Number of shares under Non-Qualifying Option | "See-through value" of Non-Qualifying Option |
Matt Sassone | 20 April 2018 | 8 December 2020 | 919,250 | £105,713.75 |
9 April 2019 | 8 December 2020 | 2,000,000 | £230,000.00 |
Non-Qualifying Options held by other members of staff over 2,365,038 shares were also surrendered in return for cash cancellation payments from Masimo with a total "see-through value" of £153,748.
Total voting rights and Rule 2.9 update
Following the exercise of EMI Options described above, the Company will have 253,730,941 Shares in issue, each carrying one voting right. There are no shares held in Treasury. The total number of voting rights in LiDCO is therefore 253,730,941. This number may be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or a change in their interest in, LiDCO under the Disclosure and Transparency Rules or under Rule 8 of the Takeover Code.
Following the exercise of EMI Options and the cash cancellation of certain Non-Qualifying Options as described above, there are no other in-the-money options over Shares which are capable of exercise.
This announcement is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014 ("MAR"). Additional MAR disclosures regarding PDMR dealings are included below.
For further information:
LiDCO Peter Grant (Non-Executive Chairman) Matt Sassone (Chief Executive Officer) Tim Hall (Chief Financial Officer)
| Tel: +44 20 7749 1500 |
Smith Square Partners - Financial Adviser to LiDCO John Craven Matt Alexander
| Tel: +44 20 3696 7260
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N+1 Singer - Nominated Adviser and Broker to LiDCO Aubrey Powell George Tzimas | Tel: +44 20 7496 3600 |
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Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one percent or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one percent or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
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1. | Details of the person discharging managerial responsibilities/ person closely associated | |||||||
a) | Name | Matt Sassone
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2. | Reason for the notification | |||||||
a) | Position/status | Chief Executive Officer
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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 | LiDCO Group Plc
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b) | LEI | 213800PYQTIUV6HIYL36 | ||||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||||
a) | Description of the financial instrument, type of instrument
| Ordinary shares of £0.005 each ("Shares")
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Identification code | ISIN: GB0030546849 | |||||||
b) | Nature of the transaction | Exercise of Enterprise Management Incentive option granted on 11 April 2017 over 2,200,000 Shares | ||||||
c) | Price(s) and volume(s)
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d) | Aggregated information
Aggregated volume Price |
Not applicable - single transaction | ||||||
e) | Date of the transaction | 8 December 2020 | ||||||
f) | Place of the transaction | Outside a trading venue | ||||||
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4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||||
a) | Description of the financial instrument, type of instrument
| Ordinary shares of £0.005 each ("Shares")
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Identification code | ISIN: GB0030546849 | |||||||
b) | Nature of the transaction | Sale of 2,200,000 Shares resulting from the exercise of an Enterprise Management Incentive Option | ||||||
c) | Price(s) and volume(s)
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d) | Aggregated information
Aggregated volume Price |
Not applicable - single transaction | ||||||
e) | Date of the transaction | 10 December 2020 | ||||||
f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||||
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4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||||
a) | Description of the financial instrument, type of instrument
| Ordinary shares of £0.005 each ("Shares")
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Identification code | ISIN: GB0030546849 | |||||||
b) | Nature of the transaction | (1) Cash cancellation of a non-qualifying option granted on 20 April 2018 over 919,250 Shares (2) Cash cancellation of a non-qualifying option granted on 9 April 2019 over 2,000,000 Shares
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c) | Price(s) and volume(s)
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d) | Aggregated information
Aggregated volume Price |
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e) | Date of the transaction | 8 December 2020 | ||||||
f) | Place of the transaction | Outside a trading venue | ||||||
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1. | Details of the person discharging managerial responsibilities/ person closely associated | |||||||||
a) | Name | Tim Hall
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2. | Reason for the notification | |||||||||
a) | Position/status | Chief Financial Officer
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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 | LiDCO Group Plc
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b) | LEI | 213800PYQTIUV6HIYL36 | ||||||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||||||
a) | Description of the financial instrument, type of instrument
| Ordinary shares of £0.005 each ("Shares")
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Identification code | ISIN: GB0030546849 | |||||||||
b) | Nature of the transaction | (1) Exercise of an Enterprise Management Incentive option granted on 9 April 2019 over 2,000,000 Shares (2) Exercise of an Enterprise Management Incentive option granted on 29 April 2020 over 1,000,000 Shares (3) Exercise of an Enterprise Management Incentive option granted on 29 April 2020 over 787,500 Shares | ||||||||
c) | Price(s) and volume(s)
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d) | Aggregated information
Aggregated volume Price |
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e) | Date of the transaction | 8 December 2020 | ||||||||
f) | Place of the transaction | Outside a trading venue | ||||||||
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4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; (iv) each place where transactions have been conducted | |||||||||
a) | Description of the financial instrument, type of instrument
| Ordinary shares of £0.005 each ("Shares")
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Identification code | ISIN: GB0030546849 | |||||||||
b) | Nature of the transaction | Sale of Shares resulting from the exercise of an Enterprise Management Incentive Option | ||||||||
c) | Price(s) and volume(s)
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d) | Aggregated information
Aggregated volume Price |
Not applicable - single transaction | ||||||||
e) | Date of the transaction | 10 December 2020 | ||||||||
f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||||||