8 Dec 2017 17:34
8 December 2017
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ThinkSmart Limited
("ThinkSmart" or the "Company" and together with its subsidiaries the "Group")
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PDMR / PCA Shareholdings
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ThinkSmart Limited (AIM: TSL), was notified on 8 December 2017 that Ned Montarello, Executive Chairman of the Group, received 250,000 ordinary shares of no present value each in the Company ("Ordinary Shares") on 8 December 2017 (the "Transaction"), from the trustee of ThinkSmart's loan funded share plan ("Loan Funded Share Plan"). Prior to the Transaction, the trustee had been holding the Ordinary Shares on trust for Mr Montarello and the Transaction 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 10 August 2015, was subject to certain performance criteria achieved prior to the Company's admission to AIM.
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In addition, in accordance with the Loan Funded Share Plan, the Company will buy-back and cancel 750,000 and 500,000 Ordinary Shares which were issued to the trustee of ThinkSmart's Loan Funded Share Plan on 4 July 2013 and 18 September 2014 respectively to hold on trust for Mr Montarello subject to performance criteria. The 750,000 and 500,000 Ordinary Shares failed to vest due to not meeting the required performance criteria and so will be bought back, at nil cost to the Company, and cancelled shortly reducing both Mr Montarello's holding in the Company and also the number of Ordinary Shares in issue.
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Post the Transaction and the cancellation of the 1,250,000 Ordinary Shares that did not vest, Mr Montarello's total holding will comprise of 29,061,036 Ordinary Shares (including 250,000 loan funded shares issued on 4 July 2013 which vested prior to admission to AIM but which remain subject to a loan), representing 27.88% of the Company's issued share capital of 104,228,744 (following the cancellation of the 1,250,000) Ordinary Shares.
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A PDMR dealing notification will be made in due course following the completion of the buyback and cancellation of the 1,250,000 shares.
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The notification set out below is provided in accordance with the requirements of the EU Market Abuse Regulation.
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Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
1. | Details of the Person discharging managerial responsibilities ("PDMR") / person closely associated with them ("PCA") | |||||
a) | Name | Mr Ned Montarello | ||||
2. | Reason for the notification | |||||
a) | Position / status | PDMR (Executive Chairman) | ||||
b) | Initial notification / amendment | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | ThinkSmart Limited | ||||
b) | Legal Entity Identifier | 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 | Ordinary shares of NPV each in the Company 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) |
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d) | Aggregated information - Aggregated volume - Aggregated price - Aggregated total |  250,000 Ordinary Shares A$0.1923 per Ordinary Share  | ||||
e) | Date of the transaction(s) | 8 December 2017 | ||||
f) | Place of the transaction | London Stock Exchange, AIM | ||||
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For further information please contact:
ThinkSmart Limited | Via Instinctif Partners |
Ned Montarello | |
Canaccord Genuity (Nominated Adviser, Financial Adviser and Joint Broker) | +44 (0)20 7523 8350 Â |
Sunil Duggal David Tyrrell Andrew Buchanan Richard Andrews | |
Peel Hunt LLP (Joint Broker) | +44 (0) 20 7418 8900 |
Charles Batten Guy Wiehahn Rishi Shah | |
Instinctif Partners | +44 (0)20 7457 2020 |
Giles Stewart Rui Videira |
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