REG - S4 Capital PLC - Director/PDMR Shareholding
16/05/2025 15:15
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RNS Number : 0751J S4 Capital PLC 16 May 2025
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 (the "LTIP Awards") under the Company's Employee
Share Ownership Plan (the "ESOP") to Persons Discharging Managerial
Responsibility ("PDMR") of the Company, being Radhika Radhakrishnan, Wesley
Ter Haar, Jean-Benoit Berty, Bruno Lambertini, Caroline Kowall and James
Kinney. No consideration was paid for the grant of the awards.
The LTIP Awards comprises an equal amount of market priced options over
ordinary shares of 25 pence each ("Shares") in the Company (the "Options") and
a conditional share award over the same number of Shares. The Options are
exercisable at a price of 35.69 pence per share.
The LTIP Awards were made on 8 May 2024 based on a price of 35.69 pence per
share (equivalent to the 30-day volume weighted average price per Share on
2(nd) January 2025, being the date determined by the Remuneration and
Nomination Committee to base all long-term incentive awards made in 2025
on). The vesting of the LTIP Awards is subject to the continued employment
of the PDMR, malus and clawback provisions and the satisfaction of performance
conditions set by the Nomination and Remuneration Committee and normally vests
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 is then subject to an additional two-year holding period. 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.
In addition, in accordance with the terms of Radhika Radhakrishnan's
appointment, the Company granted a conditional share award over 568,990 shares
in the Company (the "New Hire Award") under the ESOP to Radhika Radhakrishnan.
The New Hire Award will vest on the second anniversary of its issue or
later, subject to the Company's determination that the applicable performance
conditions have been satisfied. The New Hire Award is not subject to a holding
period.
The New Hire Award is being issued to ensure Radhika 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.
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 Radhika Radhakrishnan
2 Reason for the notification
a) Position/status Chief Financial Officer / 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)
Market priced options with an exercise price of 35.69 pence per share 187,305
Nil for Conditional Share Awards 187,305
d) Aggregated information
- Volume
N/A
- Price
- Total
e) Date of the transaction 8 May 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Volume
- Price
- Total
N/A
e)
Date of the transaction
8 May 2025
f)
Place of the transaction
Outside a trading venue
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Radhika Radhakrishnan
2 Reason for the notification
a) Position/status Chief Financial Officer / 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 conditional share award over Ordinary Shares in the Company.
c) Price(s) and volume(s) Price (s) Volumes (s)
Nil for conditional share awards 568,990
d) Aggregated information
- Volume
N/A
- Price
- Total
e) Date of the transaction 8 May 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Volume
- Price
- Total
N/A
e)
Date of the transaction
8 May 2025
f)
Place of the transaction
Outside a trading venue
Jean-Benoit Berty
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Jean-Benoit Berty
2 Reason for the notification
a) Position/status Chief Operating Officer / PDMR
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)
Market priced options with an exercise price of 35.69 pence per share 280,190
Nil for Conditional Share Awards 280,191
d) Aggregated information
- Volume
N/A
- Price
- Total
e) Date of the transaction 8 May 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Volume
- Price
- Total
N/A
e)
Date of the transaction
8 May 2025
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 CEO, Marketing Services / PDMR
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)
Market priced options with an exercise price of 35.69 pence per share 292,694
Nil for Conditional Share Awards 292,694
d) Aggregated information
- Volume
N/A
- Price
- Total
e) Date of the transaction 8 May 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Volume
- Price
- Total
N/A
e)
Date of the transaction
8 May 2025
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)
Market priced options with an exercise price of 35.69 pence per share 85,808
Nil for Conditional Share Awards 85,808
d) Aggregated information
- Volume
N/A
- Price
- Total
e) Date of the transaction 8 May 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Volume
- Price
- Total
N/A
e)
Date of the transaction
8 May 2025
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)
Market priced options with an exercise price of 35.69 pence per share 111,701
Nil for Conditional Share Awards 111,701
d) Aggregated information
- Volume
N/A
- Price
- Total
e) Date of the transaction 8 May 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Volume
- Price
- Total
N/A
e)
Date of the transaction
8 May 2025
f)
Place of the transaction
Outside a trading venue
Wesley ter Haar
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)
Market priced options with an exercise price of 35.69 pence per share 263,424
Nil for Conditional Share Awards 263,425
d) Aggregated information
- Volume
N/A
- Price
- Total
e) Date of the transaction 8 May 2025
f) Place of the transaction Outside a trading venue
d)
Aggregated information
- Volume
- Price
- Total
N/A
e)
Date of the transaction
8 May 2025
f)
Place of the transaction
Outside a trading venue
Tim Maw
Deputy Company Secretary
+44 (0) 20 3793 0003
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