Last checked at 30 Apr 2020 15:30
30 April 2020
MS INTERNATIONAL plc
(the "Company")
Grant of options under the Company's LTIP and CSOP
Director/PDMR Shareholding
The Company announces that it has today granted options over a total of 1,575,000 ordinary shares of 10 pence each in the capital of the Company ("Ordinary Shares") to certain directors and employees pursuant to the Company's Long Term Incentive Plan ("LTIP") and Company Share Option Plan ("CSOP").
Grants under the LTIP
Options over 500,000 Ordinary Shares have been granted under the LTIP, exercisable at nil cost. The options granted under the LTIP will vest in equal instalments on the second and third anniversaries of the award date, subject to the share price reaching or exceeding 300 pence for a consecutive 90 day period following the date of grant. Vested options will expire if they haven't been exercised after ten years from the date of grant.
Grants under the CSOP
Options over 1,075,000 Ordinary Shares have been granted under the CSOP, exercisable at a price of 141 pence, being the share price at the time of grant. Options over 400,000 Ordinary Shares granted under the CSOP will vest as to one third on each of the third, fourth and fifth anniversaries of the award date. The remaining options granted under the CSOP will vest as to one third on each of the third, fourth and fifth anniversaries of the award date, subject to the share price reaching or exceeding 200 pence for a consecutive 90 day period following the date of grant. Vested options will expire if they haven't been exercised after ten years from the date of grant.
Details of the grants of options over Ordinary Shares to persons discharging managerial responsibilities are set out in the table below.
Name and position | Number of LTIP options granted | Number of CSOP options granted | Total resulting number of options over Ordinary Shares |
Michael Bell, Executive Chairman | 300,000 | 100,000 | 400,000 |
Michael O'Connell, Finance Director | 200,000 | 75,000 | 275,000 |
Nicholas Bell, Executive Director | nil | 75,000 | 75,000 |
David Hansell, Non-executive Director | nil | 75,000 | 75,000 |
As noted in the Company's 2019 annual report, in addition to his role as a Non-executive Director, David Hansell provides commercial and leadership services to the Company's Defence division. Accordingly, CSOP options have been granted to him to reflect his contribution to the future development of this division.
Following the grant, options over 1,575,000 Ordinary Shares will be in issue, representing approximately 9.4% of the Company's issued share capital (excluding Ordinary Shares held in treasury). However, the Company's employee benefit trust (EBT) currently holds 245,048 Ordinary Shares which it is intended will be used to satisfy some of the options. Ignoring those options to be satisfied from the EBT, options over 1,329,952 Ordinary Shares will be in issue, representing approximately 7.94% of the Company's issued share capital (excluding Ordinary Shares held in treasury).
The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further details.
Template for 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
| Mr Michael Bell | ||||||
2
| Reason for the notification
| |||||||
a)
| Position/status
| Executive Chairman
| ||||||
b)
| Initial notification /Amendment
| Initial notification | ||||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||||
a)
| Name
| MS INTERNATIONAL plc | ||||||
b)
| LEI
| 213800Q34ZAXQ582YL41 | ||||||
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
| Options over ordinary shares of 10 pence each
Ordinary Share ISIN: GB0005957005 | ||||||
b)
| Nature of the transaction
| 1. Grant of LTIP options 2. Grant of CSOP options
| ||||||
c)
| Price(s) and volume(s) |
| ||||||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | ||||||
e)
| Date of the transaction
| 30 April 2020 | ||||||
f)
| Place of the transaction
| Outside a trading venue | ||||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||||
a)
| Name
| Mr Michael O'Connell | ||||||
2
| Reason for the notification
| |||||||
a)
| Position/status
| Finance Director
| ||||||
b)
| Initial notification /Amendment
| Initial notification | ||||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||||
a)
| Name
| MS INTERNATIONAL plc | ||||||
b)
| LEI
| 213800Q34ZAXQ582YL41 | ||||||
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
| Options over ordinary shares of 10 pence each
Ordinary Share ISIN: GB0005957005 | ||||||
b)
| Nature of the transaction
| 1. Grant of LTIP options 2. Grant of CSOP options
| ||||||
c)
| Price(s) and volume(s) |
| ||||||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | ||||||
e)
| Date of the transaction
| 30 April 2020 | ||||||
f)
| Place of the transaction
| Outside a trading venue | ||||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Mr Nicholas Bell | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| 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
| MS INTERNATIONAL plc | ||||
b)
| LEI
| 213800Q34ZAXQ582YL41 | ||||
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
| Options over ordinary shares of 10 pence each
Ordinary Share ISIN: GB0005957005 | ||||
b)
| Nature of the transaction
| 1. Grant of CSOP options
| ||||
c)
| Price(s) and volume(s) |
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | ||||
e)
| Date of the transaction
| 30 April 2020 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Mr David Hansell | ||||
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
| MS INTERNATIONAL plc | ||||
b)
| LEI
| 213800Q34ZAXQ582YL41 | ||||
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
| Options over ordinary shares of 10 pence each
Ordinary Share ISIN: GB0005957005 | ||||
b)
| Nature of the transaction
| 1. Grant of CSOP options
| ||||
c)
| Price(s) and volume(s) |
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
| N/A | ||||
e)
| Date of the transaction
| 30 April 2020 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||
For further information please contact:
MS INTERNATIONAL plc Tel: +44 (0)13 0232 2133
Michael Bell
Shore Capital
Nomad and Broker Tel: +44 (0)20 7408 4090Patrick Castle/Daniel Bush