REG - Portmeirion Group - Exercise of Options and PDMR Shareholdings

PortmeirionAnnouncement

22/05/2018 18:35

RNS Number : 9448O
Portmeirion Group PLC
22 May 2018
 


22 May 2018
 
 
 
Portmeirion Group PLC
(the "Company")
 
Exercise of Options and PDMR Shareholdings
 
The Portmeirion 2012 Approved Share Option Plan and The Portmeirion 2012 Unapproved Share Option Plan (the "Option Plans") and The Portmeirion Group 2010 Deferred Incentive Share Option Plan (the "Deferred Plan")
 
The Company announces that, on 21 and 22 May 2018, the following transactions occurred for the persons discharging managerial responsibilities ("PDMRs") as shown below:
 












Option Plans Exercise Price
per Ordinary Share
 


Number of
options exercised under Option Plans
 (A)


Number of Ordinary Shares sold under Option Plans
(B)


Option Plans number options granted (C)


Deferred Plan number options granted (D)


Exercise  Price over Deferred Plan options


Deferred Plan existing options exercised (E)




Company directors/officers:




























Philip Atherton


Group Sales & Marketing Director


£9.35


33,000


29,517


25,000


2,792


£1.00


1,102




Lawrence Bryan


Chief Executive


£9.35


49,500


99,500


40,000


6,940


£1.00


2,034




Michael Knapper


Operations Director


£9.35


11,000


9,826


25,000


1,750


£1.00


-




Moira MacDonald


Company Secretary


£9.35


4,400


3,860


7,500


-


-


-




Michael Raybould


Group Finance Director


-


-


-


30,000


2,917


£1.00


-




Subsidiary Company directors:




























Samantha Pearce


HR Director


£9.35


4,400


4,300


7,500


-


-


-




Nigel Spencer


Production Director


£6.10


8,121


8,121


7,500


-


-


-




Nigel Spencer


Production Director


£7.40


7,667


7,667


-


-


-


-












Total:


118,088


162,791


142,500


14,399






3,136




Note:
(A)     Exercise of options over Ordinary Shares under Option Plans. 
(B)      Sale of Ordinary Shares.
(C)     Grant of options under Option Plans. 
(D)     Grant of new options under Deferred Plan.
(E)      Exercise of existing options under the Deferred Plan.
 
Subsequent to the exercises above, The Portmeirion Employees' Share Trust (the "Trust"), transferred 102,300 Ordinary Shares to the PDMRs named above (excluding Nigel Spencer) and 18,700 Ordinary Shares to other employees. In addition, the Company issued 15,788 Ordinary Shares to Nigel Spencer and 1,591 Ordinary Shares to another employee.  As a result of the exercise of Deferred Plan options detailed above, the Company transferred 3,136 Ordinary Shares from the Ordinary Shares held in treasury by the Company.
In addition, the Company granted 142,500 options over Ordinary Shares to the PDMR's shown above and a further 52,500 options over Ordinary Shares to other senior managers over Ordinary Shares pursuant to the Option Plans, including the amounts shown above. 
The Trust has notified the Company that the Trust purchased 99,500 Ordinary Shares from Lawrence Bryan at £11.85 per Ordinary Share on 21 May 2018 and a further 83,582 Ordinary Shares in the market at £11.80 on 22 May 2018.  Following the purchases the Trust will hold 214,999 Ordinary Shares representing 1.98% of the Company's enlarged share capital.
In order to facilitate the transactions above, the Company has made an application to the London Stock Exchange for, 20,515 new Ordinary Shares to be admitted to trading on AIM and trading of these Ordinary Shares is expected to commence on or around 29 May 2018 ("Admission").
 
Following Admission, the total number of Ordinary Shares held by the Company in treasury is 234,607, and the Company will have 11,107,483 Ordinary Shares in issue and 10,872,876 Ordinary Shares with voting rights. The figure of 10,872,876 Ordinary Shares may be used by shareholders of Portmeirion Group PLC as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
 
PDMR Shareholdings
 
The total number of Ordinary Shares over which each PDMR holds options and the total number of Ordinary Shares with voting rights held following this Admission is:
 








Total number of options
over Ordinary Shares


Total number of
Ordinary Shares with
voting rights


Ordinary Shares percentage of Company's Ordinary Shares with voting rights




Philip Atherton


54,157


15,134


0.14%




Lawrence Bryan


89,800


95,701


0.88%




Michael Raybould


62,917


-


-




Michael Knapper


46,750


2,511


0.02%




Moira MacDonald


15,000


2,693


0.02%




Samantha Pearce


15,000


100


0.00%




Nigel Spencer


33,667


-


-




 
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014 (MAR).
 
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
_____________________________________________
 
Notification and public disclosure of transactions by persons discharging managerial responsibilities / person closely associated with them.
 




1.


Details of the person discharging managerial responsibilities/person closely associated




a)


Name
 






Company directors/officers:




Philip Atherton


Group Sales &
Marketing Director




Lawrence Bryan


Chief Executive




Michael Knapper


Operations Director




Moira MacDonald


Group Company Secretary




Michael Raybould


Group Finance Director














Subsidiary Company directors:




Samantha Pearce


HR Director




Nigel Spencer


Production Director









2.


Reason for the notification




a)


Position/status


See 1(a) above for all positions - all classified as PDMRs of the Company




b)


Initial notification/Amendment


Initial Notification




3.


Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor




a)


Name


Portmeirion Group PLC




b)


LEI


2138003QC9J6TLZJHO70




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 5 pence each




b)


Identification code


GB0006957293




c)


Nature of the transactions


(A)   Exercise of options over Ordinary Shares under The Portmeirion 2012 Approved Share Option Plan and The Portmeirion 2012 Unapproved Share Option Plan (the "Option Plans"). 
(B)   Sale of Ordinary Shares.
(C)   Performance related, Grant of options under Option Plans. Exercise period 23 May 2021 - 21 May 2028.
(D)   Grant of new options under The Portmeirion Group 2010 Deferred Incentive Share Option Plan (the "Deferred Plan").
(E)   Exercise of Existing options under the Deferred Plan.




d)


Price(s) and volume(s)
 


In respect of (A) Exercise of options over Ordinary Shares under the Option Plans
Price
Exercise price of 610 pence per Ordinary Share for options granted on 2 May 2013, 740 pence per Ordinary Share for options granted on 30 April 2014 and 935 pence per Ordinary Share for options granted on 27 April 2015.
Volume(s)
Philip Atherton - Options over 33,000 Ordinary Shares at 935 pence per Ordinary Share.
Lawrence Bryan - Options over 49,500 Ordinary Shares at 935 pence per Ordinary Share.
Michael Knapper - Options over 11,000 Ordinary Shares at 935 pence per Ordinary Share.
Moira MacDonald - Options over 4,400 Ordinary Shares at 935 pence per Ordinary Share.
Samantha Pearce - Options over 4,400 Ordinary Shares at 935 pence per Ordinary Share.
Nigel Spencer - Options over 8,121 Ordinary Shares at 610 pence per Ordinary Share.
Nigel Spencer - Options over 7,667 Ordinary Shares at 740 pence per Ordinary Share.
In respect of (B) Sale of Ordinary Shares








Price


Volume of Ordinary Shares




Philip Atherton


£11.80


29,517




Lawrence Bryan


£11.85


99,500




Michael Knapper


£11.80


9,826




Moira MacDonald


£11.80


3,860




Samantha Pearce


£11.80


4,300




Nigel Spencer


£11.80


15,788




In respect of (C) Grant of options under Option Plans
Price at grant: Nil
Exercise Price:  £11.80 pence per Ordinary Share
Volume(s)








Options over Ordinary Shares




Philip Atherton


25,000




Lawrence Bryan


40,000




Michael Raybould


30,000




Michael Knapper


25,000




Moira MacDonald


7,500




Samantha Pearce


7,500




Nigel Spencer


7,500




In respect of (D) Grant of options under Deferred Plan
Price at grant: Nil
Exercise price of £1.00 per all 2,792 Deferred Plan options over Ordinary Shares granted to Philip Atherton.
 
Exercise price of £1.00 per all 6,940 Deferred Plan options over Ordinary Shares granted to Lawrence Bryan.
 
Exercise price of £1.00 per all 2,917 Deferred Plan options over Ordinary Shares granted to Michael Raybould.
 
Exercise price of £1.00 per all 1,750 Deferred Plan options over Ordinary Shares granted to Michael Knapper.
In respect of (E) Exercise of options under the Deferred Plan
Exercise price of £1.00 per all 1,102 Deferred Plan options over Ordinary Shares exercised by Philip Atherton.
 
Exercise price of £1.00 per all 2,034 Deferred Plan options over Ordinary Shares exercised by Lawrence Bryan.
 




e)


Aggregated information
-     Aggregated volume
-     Price


In respect of (A) Exercise of options over Ordinary Shares under the Option Plans








Aggregated cost of exercise




Philip Atherton


£308,550




Lawrence Bryan


£462,825




Michael Knapper


£102,850




Moira MacDonald


£41,140




Samantha Pearce


£41,140




Nigel Spencer


£106,274




In respect of (B) Sale of Ordinary Shares








Aggregated sales proceeds




Philip Atherton


£348,301




Lawrence Bryan


£1,179,075




Michael Knapper


£115,947




Moira MacDonald


£45,548




Samantha Pearce


£50,740




Nigel Spencer


£186,298




In respect of (C) Grant of options under Option Plans
Nil, grant of options only
In respect of (D) Grant of options under Deferred Plan
Nil, grant of options only
In respect of (E) Exercise of options under the Deferred Plan
£1.00
£1.00
 




f)


Date of the transactions


 
In respect of (A) Exercise of options over Ordinary Shares under the Option Plans - 21 May 2018 for the Exercise of options by Lawrence Bryan; 22 May 2018 for all other PDMRs and employees.
 
In respect of (B) Sale of Ordinary Shares - 21 May 2018 for the sale by Lawrence Bryan; 22 May 2018 for all other PDMRs.
 
In respect of (C) Grant of options under Option Plans - 22 May 2018
 
In respect of (D) Grant of options under Deferred Plan - 21 May 2018
 
In respect of (E) Exercise of options under the Deferred Plan - 21 May 2018
 




f)


Place of the transactions


In respect of (A) Exercise of options over Ordinary Shares under the Option Plans - Off-market
In respect of (B) Sale of Ordinary Shares - Combination of Off-market and London Stock Exchange, AIM Market (XLON)
In respect of (C) Grant of options under Option Plans - - Off-market
In respect of (D) Grant of options under Deferred Plan - Off-market
In respect of (E) Exercise of options under the Deferred Plan - Off-market
 




 
Name of authorised official of issuer responsible for making notification:
 
Moira MacDonald
Company Secretary to Portmeirion Group PLC
 
ENQUIRIES:
 
Portmeirion Group PLC:
 
Dick Steele                                                 +44 (0) 1782 744 721       steele_clan@msn.com
Non-executive Chairman
Mike Raybould                                           +44 (0) 1782 744 721       mraybould@portmeiriongroup.com
Group Finance Director
 
Hudson Sandler:
 
Dan de Belder                                            +44 (0) 207 796 4133       ddebelder@hudsonsandler.com
Nick Moore                                                                                       nmoore@hudsonsandler.com
 
Panmure Gordon:
(Nominated Adviser and Broker):                 +44 (0) 207 886 2500
Freddy Crossley/ Ryan McCarthy                 Corporate Finance
James Stearns                                            Corporate Broking
 
Cantor Fitzgerald Europe:
(Joint Broker):                                            +44 (0) 207 894 7000
Catherine Leftley /Marc Milmo                  Corporate Finance
Alex Pollen                                                  Sales
 




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