23 Jan 2024 15:23
Smart Metering Systems plc
("SMS" or "the Company")
Annual Grant of Options and PDMR Dealing
As required by Article 19 Of Regulation (EU) No. 596/2014 on market abuse, Smart Metering Systems plc (AIM: SMS.L) announces that pursuant to a Board approval it has, on 22 January 2024, granted the following options over ordinary shares of 1 pence each in the Company ("Ordinary Shares") to certain directors and PDMRs under the Smart Metering Systems Long Term Incentive Plan established on 19 May 2022 (the "Options"):
Name | Position | Number of LTIP Options | Exercise Price |
Tim Mortlock | Executive Director | 79,712 | Nil |
Gail Blain | Executive Director | 47,120 | Nil |
Craig McGinn | PDMR | 15,079 | Nil |
The vesting of the Options is subject to the Board resolving that certain performance conditions relating to the Company's financial performance, total shareholder return and ESG criteria have been satisfied during the three-year period up until 31 December 2026. The Options would become exercisable in tranches between 2027 and 2029, subject to earlier vesting in full on a change of control, resulting from the offer by Sienna Bidco Limited announced on 7 December 2023 (the "Takeover Offer").
The grant and vesting of the Options is consistent with the disclosures made in the Co-operation Agreement and Scheme Document previously published in connection with the Takeover Offer. The notifications below provide further detail.
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 |
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a) | Name | Tim Mortlock | ||||
2 | Reason for notification | |||||
a) | Position/Status | PDMR - Director | ||||
b) | Initial notification/Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) | Name | Smart Metering Systems plc | ||||
b) | LEI | 213800FGOUFSDPE33S71 | ||||
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 |
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a) | Description of the financial instrument, type of instrument
Identification code | Options under the Smart Metering Systems Long Term Incentive Plan, subject to performance conditions measured over the period 1 January 2024 - 31 December 2026 and focused on financial performance, total shareholder return and ESG criteria during the three-year period up until 31 December 2026, subject to earlier vesting in full if the Takeover Offer becomes unconditional. SMS | ||||
b) | Nature of the transaction | Award of Share Options | ||||
c) | Price(s) and volume(s)
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d) | Aggregated information - Aggregated volume - Price | N/A
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e) | Date of the transaction | 22 January 2024 | ||||
f) | Place of the transaction | London Stock Exchange, AIM |
1 | Details of the person discharging managerial responsibilities/person closely associated |
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a) | Name | Gail Blain | ||||
2 | Reason for notification | |||||
a) | Position/Status | PDMR - Director | ||||
b) | Initial notification/Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) | Name | Smart Metering Systems plc | ||||
b) | LEI | 213800FGOUFSDPE33S71 | ||||
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 |
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a) | Description of the financial instrument, type of instrument
Identification code | Options under the Smart Metering Systems Long Term Incentive Plan, subject to performance conditions measured over the period 1 January 2024 - 31 December 2026 and focused on financial performance, total shareholder return and ESG criteria during the three-year period up until 31 December 2026, subject to earlier vesting in full if the Takeover Offer becomes unconditional.
SMS | ||||
b) | Nature of the transaction | Award of Share Options | ||||
c) | Price(s) and volume(s)
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d) | Aggregated information - Aggregated volume - Price | N/A
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e) | Date of the transaction | 22 January 2024 | ||||
f) | Place of the transaction | London Stock Exchange, AIM |
1 | Details of the person discharging managerial responsibilities/person closely associated |
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a) | Name | Craig McGinn | ||||
2 | Reason for notification | |||||
a) | Position/Status | PDMR | ||||
b) | Initial notification/Amendment | Initial Notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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a) | Name | Smart Metering Systems plc | ||||
b) | LEI | 213800FGOUFSDPE33S71 | ||||
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 |
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a) | Description of the financial instrument, type of instrument
Identification code | Options under the Smart Metering Systems Long Term Incentive Plan, subject to performance conditions measured over the period 1 January 2024 - 31 December 2026 and focused on financial performance, total shareholder return and ESG criteria during the three-year period up until 31 December 2026, subject to earlier vesting in full if the Takeover Offer becomes unconditional. SMS | ||||
b) | Nature of the transaction | Award of Share Options | ||||
c) | Price(s) and volume(s)
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d) | Aggregated information - Aggregated volume - Price | N/A
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e) | Date of the transaction | 22 January 2024 | ||||
f) | Place of the transaction | London Stock Exchange, AIM |
For further information:
Smart Metering Systems plc | 0141 249 3850 | |
Craig McGinn, Company Secretary
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Cavendish Securities plc (Nomad and Joint Broker) | 0131 220 6939 / 020 7397 8900 | |
Neil McDonald / Pete Lynch |
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Investec Bank plc (Joint Broker) | 020 7597 5970 | |
Christopher Baird / Henry Reast |
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RBC Capital Markets (Joint Broker) | 020 7653 4000 |
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Matthew Coakes / Evgeni Jordanov |
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Instinctif Partners (PR Adviser) | 020 7457 2020 |
Tim Linacre / Guy Scarborough | SMS@instinctif.com |