26 Nov 2021 09:04
Stock Spirits Group PLCDirector/PDMR Shareholding26.11.21
Stock Spirits Group PLC
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
Recommended Cash Acquisition - Performance Share Plan and Deferred Annual Bonus Plan Vesting
On 12 August 2021, the boards of Stock Spirits Group PLC ("Stock Spirits") and Sunray Investments Luxembourg S.à r.l. ("Bidco") announced that they had reached agreement on the terms and conditions of a recommended all cash acquisition of the entire issued, and to be issued, ordinary share capital of Stock Spirits (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). The circular in relation to the Scheme was published and posted to Stock Spirits Shareholders on 27 August 2021 (the "Scheme Document").
On 20 September 2021, Stock Spirits announced that the Scheme was approved by the Scheme Shareholders at the Court Meeting held on that date and the Special Resolution relating to the implementation of the Scheme was approved by the Stock Spirits Shareholders at the General Meeting also held on that date.
On 25 November 2021, the High Court of Justice in England and Wales sanctioned the Scheme pursuant to which the Acquisition is being implemented ("Court Sanction"). Nil-cost options over shares made under the Stock Spirits Performance Share Plan ("PSP") and the Stock Spirits Deferred Annual Bonus Plan ("DABP") vested and became exercisable on Court Sanction. Paul Bal has elected to exercise his options on Court Sanction and he has accordingly become entitled to the following shares (taking into account the application of performance conditions and time pro-rating, where applicable). His entitlement to those shares will be settled in cash for £3.77 per share in accordance with the rules of the PSP and DABP.
Date awarded | Number of Vested Shares |
DABP | |
11.01.21 | 52,449 |
13.02.20 | 30,664 |
PSP | |
11.01.21 | 40,732 |
13.02.20 | 105,424 |
21.02.19 | 136,726 |
The notification for Paul Bal can be found below.
1
| Details of the person discharging managerial responsibilities / person closely associated
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a)
| Name
| Paul Bal
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2
| Reason for the notification
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a)
| Position/status
| Chief Financial Officer
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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
| Stock Spirits Group PLC | ||||
b)
| LEI
| 213800O218GITCJG5984 | ||||
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 £0.10 each
GB00BF5SDZ96 | ||||
b)
| Nature of the transaction
| Exercise of options over 365,995 ordinary shares under the PSP and DABP on Court Sanction. Those options will be settled in cash for £3.77 per share in accordance with the rules of the PSP and DABP.
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price |
365,995
N/A | ||||
e)
| Date of the transaction
| 2021-11-25 | ||||
f)
| Place of the transaction
| Outside a trading venue | ||||