15 Nov 2018 16:13
15 November 2018
ThinkSmart Limited
("ThinkSmart" or the "Company" and together with its subsidiaries the "Group")
Issue of Ordinary Shares, Total Voting Rights and Director/PDMR Shareholding Notifications
ThinkSmart (AIM: TSL) announces that it has today allotted 1,312,500 ordinary shares of no par value each in the Company ("Ordinary Shares") to Mr Ned Montarello, Executive Chairman of ThinkSmart (the "Share Awards"). The Share Awards consist of:
· 312,500 Ordinary Shares relating to the additional remuneration package approved by the Board's remuneration committee, for Mr Montarello's additional work leading the Company during the interim period, until a replacement Chief Executive Officer is appointed and joins the Group.
· 1,000,000 Ordinary Shares relating to an award approved by the Board's remuneration committee following the successful sale of ClearPay by the Company.
Application has also been made today for the 1,312,500 new Ordinary Shares to be admitted to trading on AIM of the London Stock Exchange. It is expected that admission of the new Ordinary Shares will take place at or around 8:00am on 20 November 2018.
ThinkSmart further announces that today Ned Montarello received 250,000 ordinary shares of no present value each in the Company ("Ordinary Shares") from the trustee of ThinkSmart's loan funded share plan ("Loan Funded Share Plan") (the Transfer). Prior to the Transfer, the trustee had been holding the Ordinary Shares on trust for Mr Montarello and the Transfer has resulted in Mr Montarello (as opposed to the trustee) being the registered holder of the Ordinary Shares. Mr Montarello received the shares in return for repaying his existing loan on the vested Ordinary Shares issued under the Company's 2012 Loan Funded Share Plan, as stated in the Company's admission document. Vesting of the loan funded shares, which occurred on 4 March 2017, was subject to certain performance criteria achieved prior to the Company's admission to AIM.
Post the Transfer and the admission of the new Ordinary Shares, Mr. Montarello's total shareholding will comprise of 30,871,136 Ordinary Shares, representing 29.11% of the Company's issued share capital of 106,041,244 Ordinary Shares. The Company holds no shares in Treasury. Therefore, the total number of voting rights in the Group will be 106,041,244.
This figure may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change in their interest in, the Group under the FCA's Disclosure Guidance and Transparency Rules.
The notification set out below is provided in accordance with the requirements of the EU Market Abuse Regulation.
PDMR DEALING NOTIFICATION | |||
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 | ||
a) | Name | Ned Montarello | |
2 | Reason for the notification | ||
a) | Position / status | Executive Chairman | |
b) | Initial notification / Amendment | Initial Notification | |
3 | Details of issuer | ||
a) | Name | ThinkSmart Limited | |
b) | LEI | 213800ZBZQVXHDZHET73 | |
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 | Ordinary shares of NPV each in the Company
| |
Identification code | AU000XINEAE8 | ||
b) | Nature of the transaction | Award of Ordinary Shares | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
Nil | 1,312,500 | ||
d) | Aggregated information | Aggregated price | Aggregated volume |
N/A (single transaction) | N/A (single transaction) | ||
e) | Date of the transaction | 15 November 2018 | |
f) | Place of the transaction | London Stock Exchange (XLON) | |
PDMR DEALING NOTIFICATION | |||
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 | ||
a) | Name | Ned Montarello | |
2 | Reason for the notification | ||
a) | Position / status | Executive Chairman | |
b) | Initial notification / Amendment | Initial Notification | |
3 | Details of issuer | ||
a) | Name | ThinkSmart Limited | |
b) | LEI | 213800ZBZQVXHDZHET73 | |
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 | Ordinary shares of NPV each in the Company
| |
Identification code | AU000XINEAE8 | ||
b) | Nature of the transaction | Transfer of legal title from ThinkSmart LTI Pty Ltd ("trustee") to Ned Montarello for vested Ordinary Shares issued under the ThinkSmart Limited 2012 Loan Funded Share Plan and previously held on trust by trustee for Ned Montarello | |
c) | Price(s) and volume(s) | Price(s) | Volume(s) |
A$0.2652 | 250,000 | ||
d) | Aggregated information | Aggregated price | Aggregated volume |
A$0.2652 per Ordinary Share | 250,000 Ordinary Shares | ||
e) | Date of the transaction | 15 November 2018 | |
f) | Place of the transaction | London Stock Exchange (XLON) | |
For further information please contact:
ThinkSmart Limited | Via Instinctif Partners |
Ned Montarello | |
finnCap Ltd (Nominated Adviser and Joint Broker) | +44 (0)20 7220 0500 |
Jonny Franklin-Adams, Emily Watts, Anthony Adams (Corporate Finance) | |
Tim Redfern, Richard Chambers (Corporate Broking) | |
Canaccord Genuity (Joint Broker) | +44 (0)20 7523 8350 |
Sunil Duggal | |
David Tyrrell | |
Instinctif Partners | +44 (0)20 7457 2020 |
Giles Stewart | |
Rui Videria |