Last checked at 25 Oct 2019 13:50
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, GUERNSEY, JERSEY, JAPAN, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, REPUBLIC OF IRELAND, SWITZERLAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
25 October 2019
S4 CAPITAL PLC
("S4 Capital" or the "Company")
Notification of transactions by Persons Discharging Managerial Responsibility ("PDMRs")
Earlier today, S4 Capital (SFOR.L) announced that at 8.00 a.m. GMT today 101,091,994 ordinary shares of £0.25 each ("New Ordinary Shares") were admitted to the standard listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's Main Market for listed securities under the ticker "SFOR" ("Admission").
Notification of transactions by PDMRs/PCAs
The Company announces that the following named PDMRs or persons closely associated with such PDMRs acquired the following ordinary shares of £0.25 each in the Company ("New Ordinary Shares") pursuant to the Issue.
PDMR/PCA | Position | Shares acquired | Total beneficial holding after acquisition |
Sir Martin Sorrell | Executive Chairman | 8,951,377 | 55,355,077 |
Scott Spirit | Executive Director and Chief Growth Officer | 26,097 | 161,389 |
Oro en Fools B.V. | PCA | 2,862,153 | 33,670,378 |
Peter Rademaker | Executive Director, Group CFO | 136,600 | 844,732 |
Rupert Faure Walker | Non-Executive Director | 251,500 | 1,555,276 |
Sue Prevezer | Non-Executive Director | 34,494 | 261,766 |
Paul Roy | Non-Executive Director | 307,266 | 1,900,129 |
SEF4 Investment SCSP | PCA | 13,729,405 | 41,212,366 |
The Notification of Dealing Form for each PDMR can be found below. This notification is made in accordance with the Market Abuse Regulation.
1 | Details of the person discharging managerial responsibilities/person closely associated
| |||||||
a) | Name
| Sir Martin Sorrell | ||||||
2 | Reason for the notification
| |||||||
a) | Position/status
| Executive | ||||||
b) | Initial notification/ Amendment
| Initial | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||||
a) | Name
| S4 Capital plc | ||||||
b) | LEI
| LEI 21380068SP9V65KPQN68 | ||||||
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 | Ordinary shares of 25 pence each
GB00BFZZM640 | ||||||
b) | Nature of the transaction
|
Share acquisition
| ||||||
c) | Price(s) and volume(s)
|
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
| ||||||
e) | Date of the transaction
| 23 October 2019 | ||||||
f) | Place of the transaction
| XLON | ||||||
| 2nd transaction | |||||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 25 pence each
GB00BFZZM640 | ||||||
b) | Nature of the transaction
|
Share acquisition
| ||||||
c) | Price(s) and volume(s)
|
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
| ||||||
e) | Date of the transaction
| 25 October 2019 | ||||||
f) | Place of the transaction | XLON | ||||||
1 | Details of the person discharging managerial responsibilities/person closely associated
| |||||||
a) | Name
| Scott Spirit | ||||||
2 | Reason for the notification
| |||||||
a) | Position/status
| Executive | ||||||
b) | Initial notification/ Amendment
| Initial | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||||
a) | Name
| S4 Capital plc | ||||||
b) | LEI
| LEI 21380068SP9V65KPQN68 | ||||||
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 | Ordinary shares of 25 pence each
GB00BFZZM640 | ||||||
b) | Nature of the transaction
|
Share acquisition
| ||||||
c) | Price(s) and volume(s)
|
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
| ||||||
e) | Date of the transaction
| 23 October 2019 | ||||||
f) | Place of the transaction
| XLON | ||||||
| 2nd transaction | |||||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 25 pence each
GB00BFZZM640 | ||||||
b) | Nature of the transaction
|
Share acquisition
| ||||||
c) | Price(s) and volume(s)
|
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
| ||||||
e) | Date of the transaction
| 25 October 2019 | ||||||
f) | Place of the transaction
| XLON | ||||||
1 | Details of the person discharging managerial responsibilities/person closely associated
| |||||||
a) | Name
| Oro en Fools B.V. | ||||||
2 | Reason for the notification
| |||||||
a) | Position/status
| PCA of executive directors Victor Knaap and Wesley ter Haar | ||||||
b) | Initial notification/ Amendment
| Initial | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||||
a) | Name
| S4 Capital plc | ||||||
b) | LEI
| LEI 21380068SP9V65KPQN68 | ||||||
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 | Ordinary shares of 25 pence each
GB00BFZZM640 | ||||||
b) | Nature of the transaction
|
Share acquisition
| ||||||
c) | Price(s) and volume(s)
|
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
| ||||||
e) | Date of the transaction
| 23 October 2019 | ||||||
f) | Place of the transaction
| XLON | ||||||
1 | Details of the person discharging managerial responsibilities/person closely associated
| |||||||
a) | Name
| Peter Rademaker | ||||||
2 | Reason for the notification
| |||||||
a) | Position/status
| Executive | ||||||
b) | Initial notification/ Amendment
| Initial | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||||
a) | Name
| S4 Capital plc | ||||||
b) | LEI
| LEI 21380068SP9V65KPQN68 | ||||||
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 | Ordinary shares of 25 pence each
GB00BFZZM640 | ||||||
b) | Nature of the transaction
|
Share acquisition
| ||||||
c) | Price(s) and volume(s)
|
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
| ||||||
e) | Date of the transaction
| 23 October 2019 | ||||||
f) | Place of the transaction
| XLON | ||||||
| 2nd transaction
| |||||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 25 pence each
GB00BFZZM640 | ||||||
b) | Nature of the transaction
|
Share acquisition
| ||||||
c) | Price(s) and volume(s)
|
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
| ||||||
e) | Date of the transaction
| 25 October 2019 | ||||||
f) | Place of the transaction
| XLON | ||||||
1 | Details of the person discharging managerial responsibilities/person closely associated
| |||||||
a) | Name
| Rupert Faure Walker | ||||||
2 | Reason for the notification
| |||||||
a) | Position/status
| Non-executive director | ||||||
b) | Initial notification/ Amendment
| Initial | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||||
a) | Name
| S4 Capital plc | ||||||
b) | LEI
| LEI 21380068SP9V65KPQN68 | ||||||
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 | Ordinary shares of 25 pence each
GB00BFZZM640 | ||||||
b) | Nature of the transaction
|
Share acquisition
| ||||||
c) | Price(s) and volume(s)
|
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
| ||||||
e) | Date of the transaction
| 23 October 2019 | ||||||
f) | Place of the transaction
| XLON | ||||||
| 2nd transaction
| |||||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 25 pence each
GB00BFZZM640 | ||||||
b) | Nature of the transaction
|
Share acquisition
| ||||||
c) | Price(s) and volume(s)
|
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
| ||||||
e) | Date of the transaction
| 25 October 2019 | ||||||
f) | Place of the transaction
| XLON | ||||||
1 | Details of the person discharging managerial responsibilities/person closely associated
| |||||||
a) | Name
| Sue Prevezer | ||||||
2 | Reason for the notification
| |||||||
a) | Position/status
| Non-executive director | ||||||
b) | Initial notification/ Amendment
| Initial | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||||
a) | Name
| S4 Capital plc | ||||||
b) | LEI
| LEI 21380068SP9V65KPQN68 | ||||||
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 | Ordinary shares of 25 pence each
GB00BFZZM640 | ||||||
b) | Nature of the transaction
|
Share acquisition
| ||||||
c) | Price(s) and volume(s)
|
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
| ||||||
e) | Date of the transaction
| 23 October 2019 | ||||||
f) | Place of the transaction
| XLON | ||||||
| 2nd transaction
| |||||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 25 pence each
GB00BFZZM640 | ||||||
b) | Nature of the transaction
|
Share acquisition
| ||||||
c) | Price(s) and volume(s)
|
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
| ||||||
e) | Date of the transaction
| 25 October 2019 | ||||||
f) | Place of the transaction
| XLON | ||||||
1 | Details of the person discharging managerial responsibilities/person closely associated
| |||||||
a) | Name
| Paul Roy | ||||||
2 | Reason for the notification
| |||||||
a) | Position/status
| Non-executive director | ||||||
b) | Initial notification/ Amendment
| Initial | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||||
a) | Name
| S4 Capital plc | ||||||
b) | LEI
| LEI 21380068SP9V65KPQN68 | ||||||
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 | Ordinary shares of 25 pence each
GB00BFZZM640 | ||||||
b) | Nature of the transaction
|
Share acquisition
| ||||||
c) | Price(s) and volume(s)
|
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
| ||||||
e) | Date of the transaction
| 25 October 2019 | ||||||
f) | Place of the transaction
| XLON | ||||||
1 | Details of the person discharging managerial responsibilities/person closely associated
| |||||||
a) | Name
| SEF4 Investment SCSP | ||||||
2 | Reason for the notification
| |||||||
a) | Position/status
| PCA of non-executive director Daniel Pinto | ||||||
b) | Initial notification/ Amendment
| Initial | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||||
a) | Name
| S4 Capital plc | ||||||
b) | LEI
| LEI 21380068SP9V65KPQN68 | ||||||
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 | Ordinary shares of 25 pence each
GB00BFZZM640 | ||||||
b) | Nature of the transaction
|
Share acquisition
| ||||||
c) | Price(s) and volume(s)
|
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
| ||||||
e) | Date of the transaction
| 23 October 2019 | ||||||
f) | Place of the transaction
| XLON | ||||||
| 2nd transaction
| |||||||
a) | Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 25 pence each
GB00BFZZM640 | ||||||
b) | Nature of the transaction
|
Share acquisition
| ||||||
c) | Price(s) and volume(s)
|
| ||||||
d) | Aggregated information
- Aggregated volume
- Price
|
| ||||||
e) | Date of the transaction
| 25 October 2019 | ||||||
f) | Place of the transaction
| XLON | ||||||
Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the announcement released by S4 Capital on 8 October 2019.
This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section below.
S4 Capital plcSir Martin Sorrell (Executive Chairman) | via Powerscourt |
Powerscourt (PR Adviser to S4 Capital plc)Elly WilliamsonJessica Hodgson | Tel: +44 (0)20 7250 1446 |
Dowgate Capital Limited (Joint Broker and Joint Bookrunner)James SerjeantDavid Poutney | Tel: +44 (0)20 3903 7715 |
HSBC Bank plc (Joint Broker, Joint Bookrunner and principal bankers)Sam BarnettSam Hart | Tel: +44 (0)20 7991 8888 |
Sir Martin Sorrell, Executive ChairmanS4 Capital plc, 12 St James's Place, London SW1A 1NXLEI 21380068SP9V65KPQN68
IMPORTANT NOTICES
This Announcement has been prepared by, and is the sole responsibility of, the Directors of S4 Capital plc.
Dowgate Capital Limited ("Dowgate"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting exclusively for S4 Capital plc in connection with the proposals set out in this Announcement and for no one else and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Announcement and will not be responsible to anyone other than S4 Capital plc for providing the protections afforded to their clients or for providing advice in relation to this Announcement or any transaction, matter or arrangement referred to herein.
HSBC Bank plc ("HSBC"), which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for S4 Capital plc in connection with the proposals set out in this Announcement and for no one else and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Announcement and will not be responsible to anyone other than S4 Capital plc for providing the protections afforded to their clients or for providing advice in relation to this Announcement or any transaction, matter or arrangement referred to herein.
No representation or warranty, express or implied, is made or purported to be made by Dowgate or HSBC or any of their respective affiliates or any of their respective affiliates' directors, officers, partners, members employees or advisers ("Representatives"), or on their behalf, as to the contents of this Announcement, or for the omission of any material from this Announcement, including its accuracy, fairness, completeness or verification or sufficiency, or concerning any other document or statement made or purported to be made by it, or on its behalf, in connection with the Company, the Issue or the New Ordinary Shares and nothing in this Announcement is, or shall be relied upon as, a warranty or representation in this respect, whether as to the past or future. No liability whatsoever is accepted by either HSBC or Dowgate or any of their respective affiliates or Representatives for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information, for which the Company is solely responsible. Neither Dowgate nor HSBC has authorised the contents of, or any part of, this Announcement and no liability whatsoever is accepted by Dowgate or HSBC for the accuracy of any information or opinions contained in this document or for the omission of any information from this Announcement. Each of HSBC, Dowgate and each of their respective affiliates and Representatives disclaim, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of the acts or omissions of the Company in relation to the Issue this announcement or any such statement.
The New Ordinary Shares have not been, nor will they be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan, or South Africa. Subject to certain exceptions, the Ordinary Shares may not be offered or sold in the United States, Australia, Canada, Guernsey, Jersey, Japan, Hong Kong Special Administrative Region of the People's Republic of China, Republic of Ireland or Switzerland or to or for the account or benefit of any national, resident or citizen of Australia, Canada, Guernsey, Jersey, Japan, Hong Kong Special Administrative Region of the People's Republic of China, Republic of Ireland or Switzerland or any person located in the United States. The Issue and the distribution of this Announcement in other jurisdictions may be restricted by law and the persons into whose possession this Announcement comes should inform themselves about, and observe, any such restrictions.