TIDMEIG
RNS Number : 5120E
Ei Group plc
28 February 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
Ei Group plc
Director/PDMR Shareholding
28 February 2020
Ei Group plc (the "Company")
Exercise of share options
The Company makes the following announcements following the
sanction by the Court on 27 February 2020 of the scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme")
by which the recommended all cash offer for the entire issued and
to be issued share capital of the Company by Stonegate Pub Company
Bidco Limited, a wholly-owned subsidiary of Stonegate Pub Company
Limited, is being implemented.
Vesting and exercise of Deferred Share Awards
The Company confirms that on 27 February 2020, following Court
sanction of the Scheme and pursuant to deferred share awards
granted under the Ei Group plc 2015 Annual Bonus Plan, the
executive directors acquired the following ordinary shares of 2.5
pence each in the capital of the Company ("Shares") for a total
payment of GBP1 per award:
Name/Position Shares acquired Name/Position Shares acquired
on exercise of on exercise of
Deferred Share Deferred Share
Awards Award
Simon Townsend Neil Smith
Chief Executive Chief Financial
Officer 214,035 Officer 177,479
---------------- ----------------- ----------------
391,514 Shares were transferred from the Company's employee
benefit trust to the executive directors to satisfy the exercise of
such awards.
Vesting and exercise of Long Term Incentive Plan Awards
The Company also confirms that on 27 February 2020, following
Court sanction of the Scheme and pursuant to options granted under
the Ei Group plc 2015 Long Term Incentive Plan, the executive
directors acquired the following Shares for a total payment of GBP1
per award:
Name/Position Shares acquired Name/Position Shares acquired
on exercise of on exercise of
options under options under
Long Term Incentive Long Term Incentive
Plan Plan
Simon Townsend Neil Smith
Chief Executive Chief Financial
Officer 1,677,137 Officer 1,368,784
--------------------- ----------------- ---------------------
3,045,921 Shares held in treasury were transferred to the
executive directors to satisfy the exercise of such options.
Vesting and exercise of Restricted Share Plan Awards
The Company also confirms that on 27 February 2020, following
Court sanction of the Scheme and pursuant to options granted under
the Ei Group plc 2019 Restricted Share Plan, the executive
directors acquired the following Shares for nil consideration:
Name/Position Shares acquired Name/Position Shares acquired
on exercise of on exercise of
options under options under
Restricted Share Restricted Share
Plan Plan
Simon Townsend Neil Smith
Chief Executive Chief Financial
Officer 219,320 Officer 181,158
------------------ ------------------ ------------------
400,478 Shares held in treasury were transferred to the
executive directors to satisfy the exercise of such options.
Total Shares held
The total number and percentage of Shares beneficially held by
the following directors immediately following these transactions
has increased and is now as follows:
Name/Position Total holding and % of issued shares
(excluding treasury)
Simon Townsend 3,485,492
Chief Executive Officer 0.79%
-------------------------------------
Neil Smith 2,292,421
Chief Financial Officer 0.52%
-------------------------------------
Enquiries
Ei Group plc Tel: +44 (0)121 272 5000
L Togher
Company Secretary
Public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with
them.
Notification of Dealing Form
1 Details of the person discharging managerial responsibility
/persons closely associated with them.
a) Name W S Townsend
---------------------------------------- -----------------------------------------
2 Reason for the Notification
-----------------------------------------------------------------------------------
a) Position/status CEO
---------------------------------------- -----------------------------------------
b) Initial Notification/Amendment Initial Notification
---------------------------------------- -----------------------------------------
3 Details of the issuer
-----------------------------------------------------------------------------------
a) Name Ei Group plc
---------------------------------------- -----------------------------------------
4 Details of the transactions
-----------------------------------------------------------------------------------
a) Description of the financial Ordinary Shares of 2.5 pence each
instruments, type of instrument GB00B1L8B624
Identification Code
---------------------------------------- -----------------------------------------
b) Nature of transactions On Court sanction of a Scheme of
Arrangement:
-vesting and exercise of deferred
share awards over 214,035 shares
at a total exercise price of GBP4;
-vesting and exercise of long term
incentive plan awards over 1,677,137
shares at a total exercise price
of GBP5; and
-vesting and exercise of restricted
share plan awards over 219,320
shares at a total exercise price
of nil.
---------------------------------------- -----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
---------------------------------------- -------------------- -------------------
GBP4 214,035
---------------------------------------------------------------------- -------------------
GBP5 1,677,137
---------------------------------------------------------------------- -------------------
GBP0 219,320
---------------------------------------------------------------------- -------------------
d) Aggregated information
Aggregated volume 2,110,492 shares
Price GBP9
---------------------------------------- -----------------------------------------
e) Date of the transactions 27 February 2020
---------------------------------------- -----------------------------------------
f) Place of the transaction Outside a trading venue
of share sales
Notification of Dealing Form
1 Details of the person discharging managerial responsibility
/persons closely associated with them.
a) Name N R Smith
---------------------------------------- -----------------------------------------
2 Reason for the Notification
-----------------------------------------------------------------------------------
a) Position/status CFO
---------------------------------------- -----------------------------------------
b) Initial Notification/Amendment Initial Notification
---------------------------------------- -----------------------------------------
3 Details of the issuer
-----------------------------------------------------------------------------------
a) Name Ei Group plc
---------------------------------------- -----------------------------------------
4 Details of the transactions
-----------------------------------------------------------------------------------
a) Description of the financial Ordinary Shares of 2.5 pence each
instruments, type of instrument GB00B1L8B624
Identification Code
---------------------------------------- -----------------------------------------
b) Nature of transactions On Court sanction of a Scheme
of Arrangement:
-vesting and exercise of deferred
share awards over 177,479 shares
at a total exercise price of GBP4;
-vesting and exercise of long
term incentive plan awards over
1,368,784 shares at a total exercise
price of GBP5; and
-vesting and exercise of restricted
share plan awards over 181,158
shares at a total exercise price
of nil.
---------------------------------------- -----------------------------------------
c) Price(s) and volume(s) Price(s) Volume(s)
---------------------------------------- -------------------- -------------------
GBP4 177,479
---------------------------------------------------------------------- -------------------
GBP5 1,368,784
---------------------------------------------------------------------- -------------------
GBP0 181,158
---------------------------------------------------------------------- -------------------
d) Aggregated information
Aggregated volume 1,727,421 shares
Price GBP9
---------------------------------------- -----------------------------------------
e) Date of the transactions 27 February 2020
---------------------------------------- -----------------------------------------
f) Place of the transaction Outside a trading venue
of share sales
---------------------------------------- -----------------------------------------
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10th business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3. Opening Position Disclosures
must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
DSHPPUGGPUPUGGR
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February 28, 2020 07:00 ET (12:00 GMT)
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