S4 CAPITAL PLC
("S4 Capital" or the
"Company")
Notification of transactions by Persons
Discharging Managerial Responsibilities ("PDMRs")
On 28 March 2024, in accordance with the terms
of Mary Basterfield's appointment, the Nomination and Remuneration Committee of S4
Capital granted market value options over 616,620 ordinary shares
of £0.25 each ("Shares") in the Company ("Options") and a
conditional share award over 616,621 Shares ("Award") under the
Company's Employee Share Ownership Plan (together, the "Grant") to
Mary Basterfield, a PDMR. No consideration was paid for the
Grant.
The Options are exercisable at a price of 40.54
pence per Share, equivalent to the 30-day volume weighted average
price per Share on the date of grant. The Grant will vest on 2
August 2026, being the fourth anniversary of the first annual grant
made to Mary Basterfield under the terms of her appointment,
subject to the Company's determination that the applicable
performance conditions have been satisfied.
The Company additionally announced that on 28
March 2024, the Nomination and Remuneration
Committee made the following conditional award under the Employee
Share Ownership Plan 2023 Long Term Incentive Plan (the "LTIP")
to Jean-Benoit Berty, a PDMR
of the Company. No consideration was paid for the grant of
the LTIP award.
The LTIP award comprises a
premium priced Options over 924,930 Shares and a conditional
share award over 924,931 Shares. The Options are exercisable
at a price of 200 pence per Share.
The LTIP award was made on
28 March 2024 based on a price
of 40.54 pence per Ordinary
Share (equivalent to the 30-day volume weighted average price per
Share prior to the date of grant). The vesting of the LTIP award 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.
Both the Grant and the LTIP award are being
issued as part of a long-term equity incentive plan to ensure Mary
and Jean-Benoit have 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
|
Mary Basterfield
|
|
2
|
Reason for the
notification
|
|
a)
|
Position/status
|
Group 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 code
|
Description: Ordinary shares of 25
pence each (Ordinary Shares)
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 value options with an exercise price of
£0.4054 per Share
|
616,620
|
|
Nil for conditional share awards
|
616,621
|
|
|
d)
|
Aggregated information
- Volume
- Price
- Total
|
n/a
|
|
e)
|
Date of the transaction
|
28 March 2024
|
|
f)
|
Place of the transaction
|
Outside a trading venue
|
|
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 code
|
Description: Ordinary shares of 25
pence each (Ordinary Shares)
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)
|
|
Premium priced options with an exercise price
of £2.00 per Share
|
924,930
|
|
Nil for conditional share awards
|
924,931
|
|
|
d)
|
Aggregated information
- Volume
- Price
- Total
|
n/a
|
|
e)
|
Date of the transaction
|
28 March 2024
|
|
f)
|
Place of the transaction
|
Outside a trading venue
|
Tim Maw
Deputy Company Secretary
+44 (0) 20 3793 0003
