REG - S4 Capital PLC - Director/PDMR Shareholding
14/07/2023 10:00
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RNS Number : 0645G S4 Capital PLC 14 July 2023
S4 CAPITAL PLC
("S4 Capital" or the "Company")
Notification of transactions by a Person Discharging Managerial
Responsibilities ("PDMR")
The Company announces that the Nomination and Remuneration Committee made the
following conditional awards under the Employee Share Ownership Plan 2023 Long
Term Incentive Plan (the "LTIP") to Persons Discharging Managerial
Responsibility ("PDMR") of the Company, being Wesley Ter Haar, Victor Knaap,
Christopher S. Martin, Mary Basterfield, Bruno Lambertini, Brady
Brim-DeForest, Caroline Kowall and James Kinney. No consideration was paid
for the grant of the awards.
Awards under the LTIP were made on 13 July 2023 based on a price of £1.17 per
Ordinary Share (equivalent to the 30-day volume weighted average price per
Share on the date of Grant) (the "LTIP Awards"). The vesting of the LTIP
Awards is subject to the continued employment of the PDMRs, malus and clawback
provisions and the satisfaction of performance conditions set by the
Nomination and Remuneration Committee.
The LTIP awards are being issued to incentivise the key executive leaders in
the Company and ensure their interests are fully aligned with those of
shareowners. The LTIP Awards will normally vest on the later of the third
anniversary of the date of grant and the determination of the performance
conditions. For Executive Directors, the LTIP Awards are then subject to an
additional two-year holding period.
In addition, in accordance with the terms of Mary Basterfield's appointment,
S4 Capital granted options over 213,078 ordinary shares of £0.25 each
("Shares") in the Company (the "Options") and a conditional share award over
213,078 Shares (the "ESOP Award") under the Company's employee share ownership
plan to Mary Basterfield. The Grant is being issued as part of a long-term
equity incentive plan to ensure Mary has a significant share interest in the
Company which aligns with the other executive directors and shareowners more
generally, while being subject to the achievement of certain performance
conditions. The Grant will vest on the third anniversary of its issue, subject
to the Company's determination that the applicable performance conditions have
been satisfied.
This notification is made under Article 19(1) of the EU Market Abuse
Regulation 596/2014 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("MAR"). The information set out below is
provided in accordance with the requirements of Article 19(3) of MAR.
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Wesley Ter Haar
2 Reason for the notification
a) Position/status Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name S4 Capital plc
b) LEI 21380068SP9V65KPQN68
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 Description: Ordinary shares of 25 pence each (Ordinary Shares)
code
ID Code: GB00BFZZM640
b) Nature of the transaction Grant of options over Ordinary Shares in the Company and conditional share
award over Ordinary Shares in the Company.
c) Price(s) and volume(s) Price (s) Volumes (s)
Grant of options 200,286
Nil for Conditional Share Awards 200,286
d) Aggregated information
- Volume
N/A
- Price
- Total
e) Date of the transaction 13 July 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Volume
- Price
- Total
N/A
e)
Date of the transaction
13 July 2023
f)
Place of the transaction
Outside a trading venue
Victor Knaap
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Victor Knaap
2 Reason for the notification
a) Position/status Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name S4 Capital plc
b) LEI 21380068SP9V65KPQN68
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 Description: Ordinary shares of 25 pence each (Ordinary Shares)
code
ID Code: GB00BFZZM640
b) Nature of the transaction Grant of options over Ordinary Shares in the Company and conditional share
award over Ordinary Shares in the Company.
c) Price(s) and volume(s) Price (s) Volumes (s)
Grant of options 200,286
Nil for Conditional Share Awards 200,286
d) Aggregated information
- Volume
N/A
- Price
- Total
e) Date of the transaction 13 July 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Volume
- Price
- Total
N/A
e)
Date of the transaction
13 July 2023
f)
Place of the transaction
Outside a trading venue
Christopher Martin
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Christopher S. Martin
2 Reason for the notification
a) Position/status Chief Operating Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name S4 Capital plc
b) LEI 21380068SP9V65KPQN68
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 Description: Ordinary shares of 25 pence each (Ordinary Shares)
code
ID Code: GB00BFZZM640
b) Nature of the transaction Grant of options over Ordinary Shares in the Company and conditional share
award over Ordinary Shares in the Company.
c) Price(s) and volume(s) Price (s) Volumes (s)
Grant of options 373,262
Nil for Conditional Share Awards 373,262
d) Aggregated information N/A
- Volume
- Price
- Total
e) Date of the transaction 13 July 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Volume
- Price
- Total
N/A
e)
Date of the transaction
13 July 2023
f)
Place of the transaction
Outside a trading venue
Mary Basterfield - LTIP Award
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Mary Basterfield
2 Reason for the notification
a) Position/status Group Chief Financial Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name S4 Capital plc
b) LEI 21380068SP9V65KPQN68
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 Description: Ordinary shares of 25 pence each (Ordinary Shares)
code
ID Code: GB00BFZZM640
b) Nature of the transaction Grant of options over Ordinary Shares in the Company and conditional share
award over Ordinary Shares in the Company.
c) Price(s) and volume(s) Price (s) Volumes (s)
Grant of options 197,436
Nil for Conditional Share Awards 197,436
d) Aggregated information
- Volume
N/A
- Price
- Total
e) Date of the transaction 13 July 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Volume
- Price
- Total
N/A
e)
Date of the transaction
13 July 2023
f)
Place of the transaction
Outside a trading venue
Mary Basterfield - ESOP Award
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Mary Basterfield
2 Reason for the notification
a) Position/status Group Chief Financial Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name S4 Capital plc
b) LEI 21380068SP9V65KPQN68
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 Description: Ordinary shares of 25 pence each (Ordinary Shares)
code
ID Code: GB00BFZZM640
b) Nature of the transaction Grant of options over Ordinary Shares in the Company and conditional share
award over Ordinary Shares in the Company.
c) Price(s) and volume(s) Price (s) Volumes (s)
Grant of options 213,078
Nil for Conditional Share Awards 213,078
d) Aggregated information
- Volume
N/A
- Price
- Total
e) Date of the transaction 13 July 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Volume
- Price
- Total
N/A
e)
Date of the transaction
13 July 2023
f)
Place of the transaction
Outside a trading venue
Bruno Lambertini
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Bruno Lambertini
2 Reason for the notification
a) Position/status Co-CEO, Content
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name S4 Capital plc
b) LEI 21380068SP9V65KPQN68
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 Description: Ordinary shares of 25 pence each (Ordinary Shares)
code
ID Code: GB00BFZZM640
b) Nature of the transaction Grant of options over Ordinary Shares in the Company and conditional share
award over Ordinary Shares in the Company.
c) Price(s) and volume(s) Price (s) Volumes (s)
Grant of options 366,824
Nil for Conditional Share Awards 366,824
d) Aggregated information
- Volume
N/A
- Price
- Total
e) Date of the transaction 13 July 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Volume
- Price
- Total
N/A
e)
Date of the transaction
13 July 2023
f)
Place of the transaction
Outside a trading venue
Brady Brim- DeForest
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Brady Brim-DeForest
2 Reason for the notification
a) Position/status CEO, Formula.Monks
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name S4 Capital plc
b) LEI 21380068SP9V65KPQN68
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 Description: Ordinary shares of 25 pence each (Ordinary Shares)
code
ID Code: GB00BFZZM640
b) Nature of the transaction Grant of options over Ordinary Shares in the Company and conditional share
award over Ordinary Shares in the Company.
c) Price(s) and volume(s) Price (s) Volumes (s)
Grant of options 380,657
Nil for Conditional Share Awards 380,657
d) Aggregated information
- Volume
N/A
- Price
- Total
e) Date of the transaction 13 July 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Volume
- Price
- Total
N/A
e)
Date of the transaction
13 July 2023
f)
Place of the transaction
Outside a trading venue
Caroline Kowall
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Caroline Kowall
2 Reason for the notification
a) Position/status General Counsel and Company Secretary
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name S4 Capital plc
b) LEI 21380068SP9V65KPQN68
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 Description: Ordinary shares of 25 pence each (Ordinary Shares)
code
ID Code: GB00BFZZM640
b) Nature of the transaction Grant of options over Ordinary Shares in the Company and conditional share
award over Ordinary Shares in the Company.
c) Price(s) and volume(s) Price (s) Volumes (s)
Grant of options 146,664
Nil for Conditional Share Awards 146,664
d) Aggregated information
- Volume
N/A
- Price
- Total
e) Date of the transaction 13 July 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Volume
- Price
- Total
N/A
e)
Date of the transaction
13 July 2023
f)
Place of the transaction
Outside a trading venue
James Kinney
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name James Kinney
2 Reason for the notification
a) Position/status Chief People Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name S4 Capital plc
b) LEI 21380068SP9V65KPQN68
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 Description: Ordinary shares of 25 pence each (Ordinary Shares)
code
ID Code: GB00BFZZM640
b) Nature of the transaction Grant of options over Ordinary Shares in the Company and conditional share
award over Ordinary Shares in the Company.
c) Price(s) and volume(s) Price (s) Volumes (s)
Grant of options 203,017
Nil for Conditional Share Awards 203,017
d) Aggregated information
- Volume
N/A
- Price
- Total
e) Date of the transaction 13 July 2023
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Volume
- Price
- Total
N/A
e)
Date of the transaction
13 July 2023
f)
Place of the transaction
Outside a trading venue
Mel Folahan
Deputy Company Secretary
+44 (0) 20 3793 0003
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