5 Oct 2015 18:15
For Immediate Release | 5 October 2015 |
ScS Group PLC
("ScS" or the "Company")
Exercise of share options and Director/PDMR dealing
ScS, one of the UK's largest retailers of upholstered furniture and floorings, received notification today that the Directors/Persons Discharging Managerial Responsibilities ("PDMRs") listed below exercised options to acquire an aggregate number of 2,722,563 ordinary shares in the capital of the Company ("Ordinary Shares") pursuant to the terms of put and call option agreements entered into between the Company and the relevant individuals ("Option Agreements") at the time of the Company's initial public offering ("IPO") and admission in January 2015 of the Ordinary Shares to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities ("Admission").
The Option Agreements were entered into in order to provide for an orderly winding up of certain management incentive arrangements which had been established prior to Admission and the arrangements were fully described in the Company's prospectus published in connection with the IPO on 23 January 2015 ("IPO Prospectus"). The Ordinary Shares subject to the Option Agreements were allotted to the ScS Group Employee Benefit Trust ("EBT") on Admission. Pursuant to the terms of the Option Agreements, the relevant Directors and PDMRs have exchanged B and D ordinary shares in the capital of Parlour Product Topco Limited, a subsidiary company of the Company and former holding company of the ScS group of companies, for Ordinary Shares. Accordingly, the Company has instructed the EBT to transfer the aggregate number of 2,722,563 Ordinary Shares to the relevant individuals in the amounts set out below.
As a result of the option exercise, the following Directors/PDMRs have acquired Ordinary Shares and their respective shareholdings following the exercise of such options are set out below.
Name | Director/PDMR | Interest in Ordinary Shares prior to exercise of options pursuant to the Option Agreements | Percentage of issued ordinary share capital | Ordinary Shares transferred from the EBT | Interest in Ordinary Shares following exercise of options pursuant to theOption Agreements | Percentage of issued ordinary share capital |
David Knight | Director | 171,428 | 0.4% | 1,270,530 | 1,441,958 | 3.6% |
Ron Turnbull | Director | 114,286 | 0.3% | 508,212 | 622,498 | 1.6% |
Kevin Royal | PDMR | Nil | Nil | 399,309 | 399,309 | 1.0% |
Marie Liston | PDMR | Nil | Nil | 272,256 | 272,256 | 0.7% |
Howard Beere | PDMR | Nil | Nil | 272,256 | 272,256 | 0.7% |
The interests of the Directors and PDMRs immediately following the option exercise described above are as disclosed in the IPO Prospectus. For the avoidance of doubt, the aggregate interests in Ordinary Shares and Ordinary Shares under options held by the Directors and PDMRs have not changed from what was disclosed in the IPO Prospectus.
As described in the IPO Prospectus, the Ordinary Shares acquired by the Directors and PDMRs as a result of the option exercise are subject to lock-up agreements pursuant to which the Ordinary Shares may generally not be sold or otherwise disposed of for a period of 12 months from the date of the option exercise without the prior written consent of Investec (not to be unreasonably withheld or delayed). The Ordinary Shares are also subject to a further restriction (also described in the IPO Prospectus) restricting sales or transfers of the Ordinary Shares up to a certain percentage. This is the same percentage of its Ordinary Shares held by Parlour Products Holdings (Lux) S.a.r.l ("Principal Shareholder") immediately prior to Admission as the Principal Shareholder has sold (either in the IPO or subsequently), and this restriction applies until the fourth anniversary of Admission.
This announcement is made in accordance with DTR 3.1.2 R and 3.1.4 R(1)(a).
Enquiries:
ScS Group PLC David Knight, Chief Executive Officer Ron Turnbull, Chief Financial Officer
| c/o Buchanan +44 (0)20 7466 5000 |
Buchanan Mark Edwards / Gabriella Clinkard / Jane Glover
| Tel: +44 (0)20 7466 5000 scs@buchanan.uk.com |
Notes to Editors
ScS is one of the UK's largest retailers of upholstered furniture and floorings, promoting itself as the "Sofa Carpet Specialist" seeking to offer value and choice through a wide range of upholstered furniture and flooring products. The Group's product range is designed to appeal to a broad customer base with a mid-market priced offering and currently trades from 97 stores.
In 2014 ScS began to operate the furniture and carpet concession ranges for the House of Fraser "For Living" brand. ScS currently operates in 30 House of Fraser stores across the UK.