TIDMCTR
Charles Taylor plc ("the Company")
NOTIFICATION OF DIRECTOR/PDMR SHAREHOLDING
THE COMPANY'S INCENTIVE PLANS
The Company announces that outstanding share awards granted under the Charles
Taylor Deferred Annual Bonus Plan (DABP), the Charles Taylor Long Term
Incentive Plans (LTIP) and the Charles Taylor Sharesave Scheme (Sharesave) have
vested and, where relevant, became exercisable on 16 January 2020. Awards have
vested as a result of the Court sanction of the Scheme of Arrangement as
announced on 16 January 2020 pursuant to which the acquisition of the entire
issued share capital of the Company by Jewel BidCo Limited at a price of 345p
per share will be implemented. Accordingly, the executive directors and other
Persons Discharging Managerial Responsibility (PDMRs) listed below have become
the legal and beneficial owners of ordinary shares of 1p each in the Company
(Shares) as shown. Such Shares will be transferred to Jewel BidCo Limited
pursuant to the Scheme of Arrangement in the same manner as applies to Shares
held by all other Company shareholders. Following such transfers, the executive
directors and other PDMRs will have no remaining interests in Shares.
The table below shows the number of shares in respect of which awards vested
under each incentive plan, which were either issued directly to the recipients,
or transferred into the recipients' names by the Trustee of the Charles Taylor
Employees' Share Ownership Plan, in each case in the same manner as other
participants in the incentive plans:
Executive DABP - number of LTIP - number of Sharesave - number
Director: shares vesting:(i) shares vesting: of shares vesting:
(ii) (iii)
David Marock 90,130 141,571 1,365
Damian Ely 26,816 58,283 1,365
Mark Keogh 15,230 60,922 N/A
PDMR: DABP - number of LTIP - number of Sharesave - number
shares vesting: shares vesting: of shares vesting:
Suzanne Deery 49,017 11,705 1,365
Jeremy Grose 147,843 13,770 1,365
Alistair Hardie N/A 9,591 N/A
Ivan Keane 28,472 11,705 1,365
Jeffrey More 36,139 11,705 N/A
Jason Sahota 65,355 31,920 N/A
Richard Wood 69,814 11,705 1,167
Richard Yerbury 81,842 28,673 N/A
Notes
i. In accordance with the rules of the DABP, and as more fully described in
the circular sent to Company shareholders in connection with the Scheme of
Arrangement, DABP awards vested in full.
ii. The LTIP awards have vested as follows:
a. LTIP 2017 Grant: the vesting of awards was subject to performance
conditions and time prorating which resulted in the awards vesting at
46% of the maximum allocation.
b. LTIP 2018 Grant: the vesting of awards was subject to performance
conditions and time prorating which resulted in the awards vesting at
29% of the maximum allocation.
c. LTIP 2019 Grant: the vesting of awards was subject to performance
conditions and time prorating which resulted in the awards vesting at
25% of the maximum allocation.
i. The Sharesave is an all employee plan. Participants have exercised options
using accumulated savings at discounted option prices between GBP2.05 and GBP
2.17 per Share in connection with the Scheme of Arrangement, making a gain
on the difference between the option price and the 345p offer price.
The relevant notifications set out below are provided in accordance with the
requirements of Article 19 of the EU Market Abuse Regulation.
1 Details of the person discharging managerial responsibilities / person
closely associated
a) Name David Marock
2 Reason for the notification
a) Position/status Group Chief Executive Officer - Executive
Director
b) Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Charles Taylor plc
b) LEI 2138009V1NHVCXIQ6V62
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 Ordinary shares of 1p each
financial instrument,
type of instrument
GB0001883718
Identification code
b) Nature of the Vesting of share awards granted under the Charles
transaction Taylor Deferred Annual Bonus Plan (DABP), the
Charles Taylor Long Term Incentive Plans (LTIP)
and the Charles Taylor Sharesave Scheme
(Sharesave) as a result of a Court sanction of
the Scheme of Arrangement
c) Price(s) and volume(s) Price(s) Volume(s)
345p 90,130 (DABP)
345p 141,571 (LTIP)
345p 1,365 (Sharesave)
d) Aggregated information
-Aggregated volume 233,066
GBP804,077.70
e) Date of the transaction 2020-01-16
f) Place of the Outside a trading venue
transaction
1 Details of the person discharging managerial responsibilities /
person closely associated
a) Name Damian Ely
2 Reason for the notification
a) Position/status Chief Executive Officer, Adjusting Services -
Executive Director
b) Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Charles Taylor plc
b) LEI 2138009V1NHVCXIQ6V62
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 Ordinary shares of 1p each
financial instrument,
type of instrument
GB0001883718
Identification code
b) Nature of the Vesting of share awards granted under the Charles
transaction Taylor Deferred Annual Bonus Plan (DABP), the
Charles Taylor Long Term Incentive Plans (LTIP)
and the Charles Taylor Sharesave Scheme
(Sharesave) as a result of a Court sanction of
the Scheme of Arrangement
c) Price(s) and volume(s) Price(s) Volume(s)
345p 26,816 (DABP)
345p 58,283 (LTIP)
345p 1,365 (Sharesave)
d) Aggregated information
-Aggregated volume 86,464
GBP298,300.80
e) Date of the transaction 2020-01-16
f) Place of the Outside a trading venue
transaction
1 Details of the person discharging managerial responsibilities /
person closely associated
a) Name Mark Keogh
2 Reason for the notification
a) Position/status Group Chief Financial Officer - Executive
Director
b) Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Charles Taylor plc
b) LEI 2138009V1NHVCXIQ6V62
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 Ordinary shares of 1p each
financial instrument,
type of instrument
GB0001883718
Identification code
b) Nature of the Vesting of share awards granted under the Charles
transaction Taylor Deferred Annual Bonus Plan (DABP) and the
Charles Taylor Long Term Incentive Plans (LTIP)
as a result of a Court sanction of the Scheme of
Arrangement
c) Price(s) and volume(s) Price(s) Volume(s)
345p 15,230 (DABP)
345p 60,922 (LTIP)
d) Aggregated information
-Aggregated volume 76,152
GBP262,724.40
345p
e) Date of the transaction 2020-01-16
f) Place of the Outside a trading venue
transaction
1 Details of the person discharging managerial responsibilities /
person closely associated
a) Name Suzanne Deery
2 Reason for the notification
a) Position/status Director of Human Resources - PDMR
b) Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Charles Taylor plc
b) LEI 2138009V1NHVCXIQ6V62
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 Ordinary shares of 1p each
financial instrument,
type of instrument
GB0001883718
Identification code
b) Nature of the Vesting of share awards granted under the Charles
transaction Taylor Deferred Annual Bonus Plan (DABP), the
Charles Taylor Long Term Incentive Plans (LTIP)
and the Charles Taylor Sharesave Scheme
(Sharesave) as a result of a Court sanction of
the Scheme of Arrangement
c) Price(s) and volume(s) Price(s) Volume(s)
345p 49,017 (DABP)
345p 11,705 (LTIP)
345p 1,365 (Sharesave)
d) Aggregated information
-Aggregated volume 62,087
GBP214,200.15
345p
e) Date of the transaction 2020-01-16
f) Place of the Outside a trading venue
transaction
1 Details of the person discharging managerial responsibilities /
person closely associated
a) Name Jeremy Grose
2 Reason for the notification
a) Position/status Chief Executive Officer, Management Services -
PDMR
b) Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Charles Taylor plc
b) LEI 2138009V1NHVCXIQ6V62
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 Ordinary shares of 1p each
financial instrument,
type of instrument
GB0001883718
Identification code
b) Nature of the Vesting of share awards granted under the Charles
transaction Taylor Deferred Annual Bonus Plan (DABP), the
Charles Taylor Long Term Incentive Plans (LTIP)
and the Charles Taylor Sharesave Scheme
(Sharesave) as a result of a Court sanction of
the Scheme of Arrangement
c) Price(s) and volume(s) Price(s) Volume(s)
345p 147,843 (DABP)
345p 13,770 (LTIP)
345p 1,365 (Sharesave)
d) Aggregated information
-Aggregated volume 162,978
GBP562,274.10
345p
e) Date of the transaction 2020-01-16
f) Place of the Outside a trading venue
transaction
1 Details of the person discharging managerial responsibilities /
person closely associated
a) Name Alistair Hardie
2 Reason for the notification
a) Position/status Chief Executive Officer, CEGA - PDMR
b) Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Charles Taylor plc
b) LEI 2138009V1NHVCXIQ6V62
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 Ordinary shares of 1p each
financial instrument,
type of instrument
GB0001883718
Identification code
b) Nature of the Vesting of share awards granted under the Charles
transaction Taylor Long Term Incentive Plans (LTIP) as a
result of a Court sanction of the Scheme of
Arrangement
c) Price(s) and volume(s) Price(s) Volume(s)
345p 9,591 (LTIP)
d) Aggregated information
-Aggregated volume 9,591
GBP33,088.95
345p
e) Date of the transaction 2020-01-16
f) Place of the Outside a trading venue
transaction
1 Details of the person discharging managerial responsibilities /
person closely associated
a) Name Ivan Keane
2 Reason for the notification
a) Position/status Group General Counsel - PDMR
b) Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Charles Taylor plc
b) LEI 2138009V1NHVCXIQ6V62
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 Ordinary shares of 1p each
financial instrument,
type of instrument
GB0001883718
Identification code
b) Nature of the Vesting of share awards granted under the Charles
transaction Taylor Deferred Annual Bonus Plan (DABP), the
Charles Taylor Long Term Incentive Plans (LTIP)
and the Charles Taylor Sharesave Scheme
(Sharesave) as a result of a Court sanction of
the Scheme of Arrangement
c) Price(s) and volume(s) Price(s) Volume(s)
345p 28,472 (DABP)
345p 11,705 (LTIP)
345p 1,365 (Sharesave)
d) Aggregated information
-Aggregated volume 41,542
GBP143,319.90
345p
e) Date of the transaction 2020-01-16
f) Place of the Outside a trading venue
transaction
1 Details of the person discharging managerial responsibilities /
person closely associated
a) Name Jeffrey More
2 Reason for the notification
a) Position/status Chief Executive Officer, Charles Taylor Insurance
Services (IOM) Limited - PDMR
b) Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Charles Taylor plc
b) LEI 2138009V1NHVCXIQ6V62
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 Ordinary shares of 1p each
financial instrument,
type of instrument
GB0001883718
Identification code
b) Nature of the Vesting of share awards granted under the Charles
transaction Taylor Deferred Annual Bonus Plan (DABP) and the
Charles Taylor Long Term Incentive Plans (LTIP)
as a result of a Court sanction of the Scheme of
Arrangement
c) Price(s) and volume(s) Price(s) Volume(s)
345p 36,139 (DABP)
345p 11,705 (LTIP)
d) Aggregated information
-Aggregated volume 47,844
GBP165,061.80
e) Date of the transaction 2020-01-16
f) Place of the Outside a trading venue
transaction
1 Details of the person discharging managerial responsibilities /
person closely associated
a) Name Jason Sahota
2 Reason for the notification
a) Position/status Chief Information Officer and Chief Executive
Officer, Charles Taylor InsureTech - PDMR
b) Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Charles Taylor plc
b) LEI 2138009V1NHVCXIQ6V62
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 Ordinary shares of 1p each
financial instrument,
type of instrument
GB0001883718
Identification code
b) Nature of the Vesting of share awards granted under the Charles
transaction Taylor Deferred Annual Bonus Plan (DABP) and the
Charles Taylor Long Term Incentive Plans (LTIP)
as a result of a Court sanction of the Scheme of
Arrangement
c) Price(s) and volume(s) Price(s) Volume(s)
345p 65,355 (DABP)
345p 31,920 (LTIP)
d) Aggregated information
-Aggregated volume 97,275
GBP335,598.75
345p
e) Date of the transaction 2020-01-16
f) Place of the Outside a trading venue
transaction
1 Details of the person discharging managerial responsibilities /
person closely associated
a) Name Richard Wood
2 Reason for the notification
a) Position/status President & Chief Executive Officer, Charles
Taylor Americas - PDMR
b) Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Charles Taylor plc
b) LEI 2138009V1NHVCXIQ6V62
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 Ordinary shares of 1p each
financial instrument,
type of instrument
GB0001883718
Identification code
b) Nature of the Vesting of share awards granted under the Charles
transaction Taylor Deferred Annual Bonus Plan (DABP), the
Charles Taylor Long Term Incentive Plans (LTIP)
and the Charles Taylor Sharesave Scheme
(Sharesave) as a result of a Court sanction of
the Scheme of Arrangement
c) Price(s) and volume(s) Price(s) Volume(s)
345p 69,814 (DABP)
345p 11,705 (LTIP)
345p 1,167 (Sharesave)
d) Aggregated information
-Aggregated volume 82,686
GBP285,266.70
345p
e) Date of the transaction 2020-01-16
f) Place of the Outside a trading venue
transaction
1 Details of the person discharging managerial responsibilities /
person closely associated
a) Name Richard Yerbury
2 Reason for the notification
a) Position/status Group Corporate Development and Operations
Director - PDMR
b) Initial notification/ Initial notification
Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Charles Taylor plc
b) LEI 2138009V1NHVCXIQ6V62
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 Ordinary shares of 1p each
financial instrument,
type of instrument
GB0001883718
Identification code
b) Nature of the Vesting of share awards granted under the Charles
transaction Taylor Deferred Annual Bonus Plan (DABP) and the
Charles Taylor Long Term Incentive Plans (LTIP)
as a result of a Court sanction of the Scheme of
Arrangement
c) Price(s) and volume(s) Price(s) Volume(s)
345p 81,842 (DABP)
345p 28,673 (LTIP)
d) Aggregated information
-Aggregated volume 110,515
GBP381,276.75
345p
e) Date of the transaction 2020-01-16
f) Place of the Outside a trading venue
transaction
For more information, please contact:
Robert Davison - Group Company Secretary- 02076805666
Chisom Onita - Group Deputy Company Secretary - 02075227437
Charles Taylor plc
21 January 2020
END
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January 21, 2020 07:01 ET (12:01 GMT)
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