REG - S4 Capital PLC - Director/PDMR Shareholding and TR-1

S4 CapitalAnnouncement

24/01/2022 17:15

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RNS Number : 4386Z  S4 Capital PLC  24 January 2022

24 January 2022

S4 Capital plc

("S(4)Capital" or the "Company")

Notification of a transaction by a Person Closely Associated ("PCA") of a
Person Discharging Managerial Responsibilities ("PDMR") and TR-1

 

The Company was notified on 21 January 2022 that SEF4 Investment SCSp had
transferred directly to one of its investors 1,435,862 ordinary shares of
0.25p each in the capital of the Company ("Shares") (0.26% of the entire
issued share capital of the Company). SEF4 Investment SCSp is deemed to be a
PCA of Daniel Pinto, a Non-Executive Director of S(4)Capital, because SEF4
Investment SCSp is managed by Stanhope Capital, of which Daniel Pinto is the
Chief Executive.

 

Following the above transfer, SEF4 Investment SCSp continues to hold
36,375,362 Shares, representing approximately 6.55% of the entire issued share
capital of the
Company.

The Notification of Dealing Form and TR-1 can be found below. This
notification is made in accordance with the requirements of the Market Abuse
Regulation.

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name

                                                                  SEF4 Investment SCSp
 2   Reason for the Notification

 a)  Position/status                                              PCA of non-executive director Daniel Pinto

 b)  Initial notification/ Amendment                              Initial

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

 a)  Name                                                         S(4) Capital plc

 b)  LEI                                                          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  Ordinary shares of 25 pence each

     Identification code                                          GB00BFZZM640
 b)  Nature of the transaction                                    Share sale

 c)  Price(s) and volume(s)                                       Price                                Volume

                                                                  £NIL (non-cash consideration)        1,435,862
 d)  Aggregated information                                        Aggregate Price   Aggregate                           Aggregate total

                                                                                     volume

     Aggregated volume

     £NIL (non-cash consideration)                                                                     1,435,862                           £
                                                                                                                                           N
                                                                                                                                           /
                                                                                                                                           A
 e)  Date of the transaction                                      20 January 2022

 f)  Place of the transaction                                     London

 

 

 TR-1: Standard form for notification of major holdings

 1. Issuer Details

ISIN

GB00BFZZM640

Issuer Name

S(4) CAPITAL PLC

UK or Non-UK Issuer

UK

2. Reason for Notification

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligation

Name

SEF4 Investment SCSp

City of registered office (if applicable)

Luxembourg

Country of registered office (if applicable)

Luxembourg

4. Details of the shareholder

Full name of shareholder(s) if different from the person(s) subject to the
notification obligation, above

 

City of registered office (if applicable)

 

Country of registered office (if applicable)

 

5. Date on which the threshold was crossed or reached

20-Jan-2022

6. Date on which Issuer notified

21-Jan-2022

7. Total positions of person(s) subject to the notification obligation

                                                                            % of voting rights attached to shares (total of 8.A)  % of voting rights through financial instruments (total of 8.B 1 + 8.B 2)  Total of both in % (8.A + 8.B)  Total number of voting rights held in issuer
 Resulting situation on the date on which threshold was crossed or reached  6.55                                                  0                                                                          6.55                            555,464,514
 Position of previous notification (if applicable)

8. Notified details of the resulting situation on the date on which the
threshold was crossed or reached

8A. Voting rights attached to shares

 Class/Type of shares ISIN code(if possible)  Number of direct voting rights (DTR5.1)  Number of indirect voting rights (DTR5.2.1)  % of direct voting rights (DTR5.1)  % of indirect voting rights (DTR5.2.1)
 GB00BFZZM640                                 36,375,362                                                                            6.55%                               0
 Sub Total 8.A                                36,375,362                                                                            6.55%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

 Type of financial instrument  Expiration date  Exercise/conversion period  Number of voting rights that may be acquired if the instrument is  % of voting rights
                                                                            exercised/converted

 Sub Total 8.B1

8B2. Financial Instruments with similar economic effect according to
(DTR5.3.1R.(1) (b))

 Type of financial instrument  Expiration date  Exercise/conversion period  Physical or cash settlement  Number of voting rights  % of voting rights

 Sub Total 8.B2

9. Information in relation to the person subject to the notification
obligation

1. Person subject to the notification obligation is not controlled by any
natural person or legal entity and does not control any other undertaking(s)
holding directly or indirectly an interest in the (underlying) issuer

 

 Ultimate controlling person  Name of controlled undertaking  % of voting rights if it equals or is higher than the notifiable threshold  % of voting rights through financial instruments if it equals or is higher  Total of both if it equals or is higher than the notifiable threshold
                                                                                                                                          than the notifiable threshold

10. In case of proxy voting

Name of the proxy holder

 

The number and % of voting rights held

 

The date until which the voting rights will be held

 

11. Additional Information

 Contact: Danny Brower

Telephone Number : +44 (0)20 7725 1800

12. Date of Completion

21-Jan-2022

13. Place Of Completion

London, United Kingdom

 

 

 

 

 

Enquiries:

S(4) Capital
plc                                        Tel:
+44 (0)20 3793 0003

Sir Martin Sorrell (Executive Chairman)

Powerscourt
                                        Tel:
+44 (0)7713 246 126

(PR Adviser to S(4) Capital plc)

 

   Jane Glover

About S(4)Capital

 

S(4)Capital (SFOR.L) is the tech-led, new age/new era digital advertising and
marketing services company, established by Sir Martin Sorrell in May 2018.

 

Its strategy is to build a purely digital advertising and marketing services
business for global, multinational, regional, local clients and
millennial-driven influencer brands. This will be achieved by integrating
leading businesses in three practice areas: content, data&digital media
and technology services, along with an emphasis on "faster, better, cheaper"
executions in an always-on consumer-led environment, with a unitary structure.

 

Digital is by far the fastest-growing segment of the advertising market.
S(4)Capital estimates that in 2021 digital accounted for approximately 60% or
$420-450 billion of total global advertising spend of $700-750 billion
(excluding over $500 billion of trade promotion marketing, the primary target
of the Amazon advertising platform) and projects that by 2022 total global
advertising spend will expand to $770-850 billion and digital's share will
grow to approximately 65% and by 2024 to approximately 70%, accelerated by the
impact of covid-19.

 

In 2018, S(4)Capital combined with MediaMonks, the leading AdAge A-listed
creative digital content production company led by Victor Knaap and Wesley
ter Haar, and then with MightyHive, the market-leading digital media
solutions provider for future thinking marketers and agencies, led by Peter
Kim and Christopher S. Martin. Since then, MediaMonks and MightyHive have
combined with more than 25 companies across content, data&digital media
and technology services. For a full list, please see the S(4)Capital website
(https://www.s4capital.com/) . In August 2021, S(4)Capital launched its
unitary brand by merging MediaMonks and MightyHive into Media.Monks,
represented by a dynamic logo mark that features MightyHive's iconic hexagon.
As the operational brand, Media.Monks underpins S(4)Capital's agility,
digital knowledge and efficiency and is the next step in delivering on its
foundational promise to unify content, data&digital media and technology
services.

 

Victor Knaap, Wesley ter Haar, Pete Kim, Christopher Martin, Mary Basterfield
and Scott Spirit all joined the S(4)Capital Board as Directors.
The S(4)Capital Board also includes Rupert Faure Walker, Paul Roy, Daniel
Pinto, Sue Prevezer, Elizabeth Buchanan, Naoko Okumoto, Margaret Ma Connolly,
Peter Rademaker and Miles Young.

 

The Company now has well over 7,500 people in 33 countries across the
Americas, Europe, the Middle East and Africa and Asia-Pacific and a current
market capitalisation of approximately £3.0 billion (c.$4.0 billion) and
would rank inside the FTSE 150. It achieved Unicorn status in a little over
one year, unique in the advertising and marketing services industry. Sir
Martin was CEO of WPP for 33 years, building it from a £1 million "shell"
company in 1985 into the world's largest advertising and marketing services
company with a market capitalisation of over £16 billion on the day he left.
Today its market capitalisation is £13.8 billion. Prior to that Sir Martin
was Group Financial Director of Saatchi & Saatchi Company Plc for nine
years.

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