REG - Duke Capital - Director/PDMR Dealings
01/08/2024 15:30
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RNS Number : 8661Y Duke Capital Limited 01 August 2024
1 August 2024
Duke Capital Limited
("Duke Capital", "Duke" or the "Company")
Performance Share Awards
Issue of Equity
Director/PDMR Dealings
Duke Capital Limited (AIM: DUKE), a leading provider of hybrid capital
solutions for SME business owners in Europe and North America, announces that
the Company's Remuneration Committee has approved the grant of a total of
6,226,000 conditional rights to acquire ordinary shares of no par value
("PSAs") under the Company's Long-Term Incentive Plan ("LTIP"). The LTIP
framework was detailed within the Company's Admission Document which was
published on 20 March 2017 and was put into place post Admission.
PSAs for the financial year to 31 March 2024 have been granted as follows:
Neil Johnson 1,790,000
Charlie Cannon Brookes 1,790,000
Other employees (non-PDMRs) 2,646,000
Total 6,226,000
The PSAs vest after a period of three years and are subject to various
performance conditions outlined in the Company's admission document (and
available on the Company's website) and set by the Remuneration Committee, all
in accordance with the LTIP rules. The PSAs will be subject to performance
conditions, (50 per cent. based on growth in total shareholder return ("TSR")
and 50 per cent. on growth in total cash available for distribution per share
("TCAD per Share")). TSR can be defined as the returns generated by
shareholders based on the combined value of the dividends paid out by the
Company and the share price performance over the period in question.
Vesting of 2021 PSAs, transfer from Employee Benefit Trust ("EBT") &
Director/PDMR interests
The Company also announces that a total of 1,317,503 PSAs, previously granted
under the Company's LTIP in relation to the financial year ended 31 March
2021, have vested, representing 62.5% of the PSAs granted at that time.
Following the various transactions detailed above, the following Directors /
PDMRs have the following total interest in ordinary shares:
Director/PDMR Total ordinary shares held
Neil Johnson (1) 7,423,236
Charlie Cannon Brookes (2) 10,264,688
(1) Mr Johnson is Abingdon Capital Corporation's sole voting shareholder
which legally owns 2,123,149 ordinary shares included within this figure.
(2) Mr Cannon Brookes a Director and shareholder of Arlington Asset
Management Limited ("Arlington"). This figure includes 4,000,000 ordinary
shares legally owned by Arlington.
Total voting rights and EBT share issue
In order to maintain an appropriate level of headroom within the Company's
EBT, the Company has issued 2,872,403 new ordinary shares into the Duke
Royalty EBT, ownership of which shall be transferred, in part or in full, to
individual beneficiaries, subject to achievement of the performance criteria
following the vesting period. Application has been made for these 2,872,403
shares to be admitted to trading on AIM, which is expected to occur on 5
August 2024 ("Admission").
Following Admission and transfer of the 2,872,403 shares to LTIP
beneficiaries, the Company will have 424,361,137 ordinary shares in issue
admitted to trading on AIM, of which 7,617,600 will be held by the EBT. This
figure (424,361,137) may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to, their interest in the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.
For further information, please visit www.dukecapital.com
(http://www.dukecapital.com) or contact:
Duke Capital Limited Neil Johnson / Charles Cannon Brookes / Hugo Evans +44 (0) 1481 231 816
Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker) Stephen Keys / Callum Davidson / Michael Johnson +44 (0) 207 220 0500
Canaccord Genuity Limited Adam James / Harry Rees +44 (0) 207 523 8000
(Joint Broker)
SEC Newgate (Financial Communications) Elisabeth Cowell / Alice Cho / Matthew Elliott + +44 (0) 20 3757 6882 dukecapital@secnewgate.co.uk
Notifications of dealings by PDMRs:
1. Details of the person discharging managerial responsibilities/persons closely
associated
a) Name Neil Johnson
2. Reason for notification
a) Position/Status Chief Executive Officer
b) Initial notification/amendment Initial
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Duke Capital Limited
b) LEI 213800GUTKPSJ39SER44
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 and identification Ordinary shares of nil par value
code
GG00BYZSSY63
b) Nature of transaction Grant of conditional performance share awards under LTIP
c) Price(s) and volume(s) Price(s) Volume(s)
N/A 1,790,000
d) Aggregated Information n/a
e) Date of transaction Award date: 1 August 2024
f) Place of transaction Outside a trading venue
d)
Aggregated Information
n/a
e)
Date of transaction
Award date: 1 August 2024
f)
Place of transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/persons closely
associated
a) Name Neil Johnson
2. Reason for notification
a) Position/Status Chief Executive Officer
b) Initial notification/amendment Initial
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Duke Capital Limited
b) LEI 213800GUTKPSJ39SER44
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 and identification Ordinary shares of nil par value
code
GG00BYZSSY63
b) Nature of transaction Acquisition of ordinary shares following vesting of conditional performance
share awards under LTIP
c) Price(s) and volume(s) Price(s) Volume(s)
N/A 294,063
d) Aggregated Information n/a
e) Date of transaction 1 August 2024
f) Place of transaction Outside a trading venue
d)
Aggregated Information
n/a
e)
Date of transaction
1 August 2024
f)
Place of transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/persons closely
associated
a) Name Charlie Cannon Brookes
2. Reason for notification
a) Position/Status Executive Director
b) Initial notification/amendment Initial
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Duke Capital Limited
b) LEI 213800GUTKPSJ39SER44
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 and identification Ordinary shares of nil par value
code
GG00BYZSSY63
b) Nature of transaction Grant of conditional performance share awards under LTIP
c) Price(s) and volume(s) Price(s) Volume(s)
N/A 1,790,000
d) Aggregated Information n/a
e) Date of transaction Award date: 1 August 2024
f) Place of transaction Outside a trading venue
d)
Aggregated Information
n/a
e)
Date of transaction
Award date: 1 August 2024
f)
Place of transaction
Outside a trading venue
1. Details of the person discharging managerial responsibilities/persons closely
associated
a) Name Charlie Cannon Brookes
2. Reason for notification
a) Position/Status Executive Director
b) Initial notification/amendment Initial
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Duke Capital Limited
b) LEI 213800GUTKPSJ39SER44
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 and identification Ordinary shares of nil par value
code
GG00BYZSSY63
b) Nature of transaction Acquisition of ordinary shares following vesting of conditional performance
share awards under LTIP
c) Price(s) and volume(s) Price(s) Volume(s)
N/A 264,688
d) Aggregated Information n/a
e) Date of transaction 1 August 2024
f) Place of transaction Outside a trading venue
d)
Aggregated Information
n/a
e)
Date of transaction
1 August 2024
f)
Place of transaction
Outside a trading venue
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