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28 Sep 2015 16:30
28 September 2015
Quintain Estates and Development PLC
('Quintain' or the 'Company')
Notification of Directors' Share Interests
This notification is made in accordance with DTR 3.1.4R (1)(a).
On 25 September 2015, the revised cash offer for the Company of 141 pence per share (the 'Revised Offer') was declared wholly unconditional by Bailey Acquisitions Limited. Accordingly, in accordance with the rules of the Company's share incentive plans, the following directors' share awards vested in full on 25 September 2015:
Director's Name | Awards | Date of Grant | Number of shares under awards | Total number of shares vesting and % of issued share capital | Number of Shares held by director following transaction and % of issued share capital |
Maxwell James | QIP Element B | 22 July 2013 | 539,585 |
1,617,001 shares 0.31% |
1,663,421 shares 0.31% |
QIP Element B | 23 May 2014 | 344,489 | |||
QIP Element B | 22 May 2015 | 212,893 | |||
QIP Element A | 22 May 2015 | 520,034 | |||
Nigel Kempner | QIP Element B | 22 July 2013 | 380,477 |
1,283,755 shares 0.24% |
2,428,173 shares 0.46% |
QIP Element B | 23 May 2014 | 242,909 | |||
QIP Element B | 22 May 2015 | 221,897 | |||
QIP Element A | 22 May 2015 | 438,472 | |||
Simon Carter | Equity buyout agreement | 20 Jan 2015 | 977,776 | 977,776 shares 0.19% | 977,776 shares 0.19% |
Quintain Estates and Development PLC 2013 Incentive Plan ('QIP')
Deferred Share Awards were granted to Maxwell James and Nigel Kempner under Element A of the QIP and Restricted Shares were awarded under Element B of the QIP as nil cost options.
Equity Buy Out Agreement
Simon Carter was granted awards totalling 977,776 Quintain shares under the terms of a Buy Out Agreement dated 20 January 2015, in recognition of the share awards he forfeited under the terms of his previous employer's share incentive plans.
Acceptance of Offer
In accordance with their irrevocable undertakings, set out in the Offer Documents dated 11 August and 26 September 2015, each director has accepted the Revised Offer. All share awards granted under the QIP and Equity Buy Out are subject to income tax and National Insurance.
Quintain Estates and Development PLC 2014 Share Incentive Plan ('SIP')
Maxwell James and Nigel Kempner have accepted the Revised Offer in relation to 6,802 and 6,854 shares respectively, which are held on their behalf by the SIP Trustee and included in each director's total shareholding following the above transactions. In accordance with the SIP Rules, proceeds from the SIP shares under the Revised Offer will be free of tax and National Insurance. No further shares will be acquired by directors under the SIP.
Allotment and transfer of shares
2,064,862 new Quintain shares were allotted to the Quintain Employee Benefit Trust ('EBT') which, together with shares already held in the EBT, will be transferred to the aforementioned directors and other QIP participants under the terms of the Company's share incentive plans.
Directors' monthly share subscription and dealing arrangements
Following the Revised Offer being declared wholly unconditional, Maxwell James cancelled his monthly share purchase agreement with Charles Stanley brokers to purchase Quintain shares to the value of £500 per month at the prevailing market price.
For further information, please contact:
Sandra Odell
Company Secretary
+44 (0)20 3219 2136
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