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
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
(Joint Broker)
|
Adam James / Harry Rees
|
+44 (0)
207 523 8000
|
|
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
code
|
Ordinary
shares of nil par value
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
|
|
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
code
|
Ordinary
shares of nil par value
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
|
|
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
code
|
Ordinary
shares of nil par value
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
|
|
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
code
|
Ordinary
shares of nil par value
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
|