TIDMSFOR
RNS Number : 0645G
S4 Capital PLC
14 July 2023
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 under the Employee
Share Ownership Plan 2023 Long Term Incentive Plan (the "LTIP") to
Persons Discharging Managerial Responsibility ("PDMR") of the
Company, being Wesley Ter Haar, Victor Knaap, Christopher S.
Martin, Mary Basterfield, Bruno Lambertini, Brady Brim-DeForest,
Caroline Kowall and James Kinney. No consideration was paid for the
grant of the awards.
Awards under the LTIP were made on 13 July 2023 based on a price
of GBP1.17 per Ordinary Share (equivalent to the 30-day volume
weighted average price per Share on the date of Grant) (the "LTIP
Awards"). The vesting of the LTIP Awards is subject to the
continued employment of the PDMRs, malus and clawback provisions
and the satisfaction of performance conditions set by the
Nomination and Remuneration Committee.
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. The LTIP Awards will
normally vest 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 are then subject to an
additional two-year holding period.
In addition, in accordance with the terms of Mary Basterfield's
appointment, S4 Capital granted options over 213,078 ordinary
shares of GBP0.25 each ("Shares") in the Company (the "Options")
and a conditional share award over 213,078 Shares (the "ESOP
Award") under the Company's employee share ownership plan to Mary
Basterfield. The Grant is being issued as part of a long-term
equity incentive plan to ensure Mary 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. The Grant will
vest on the third anniversary of its issue, subject to the
Company's determination that the applicable performance conditions
have been satisfied.
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 Wesley Ter Haar
2 Reason for the notification
a) Position/status 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 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 Description: Ordinary shares of 25 pence each
the financial (Ordinary Shares)
instrument, type ID Code: GB00BFZZM640
of instrument
and identification
code
b) Nature of the Grant of options over Ordinary Shares in the
transaction Company and conditional share award over Ordinary
Shares in the Company.
c) Price(s) and Price (s) Volumes (s)
volume(s) Grant of options 200,286
------------
Nil for Conditional
Share Awards 200,286
------------
d) Aggregated information
- Volume
- Price
- Total N/A
e) Date of the transaction 13 July 2023
f) Place of the Outside a trading venue
transaction
Victor Knaap
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Victor Knaap
2 Reason for the notification
a) Position/status 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 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 Description: Ordinary shares of 25 pence each
the financial (Ordinary Shares)
instrument, type ID Code: GB00BFZZM640
of instrument
and identification
code
b) Nature of the Grant of options over Ordinary Shares in the
transaction Company and conditional share award over Ordinary
Shares in the Company.
c) Price(s) and Price (s) Volumes (s)
volume(s) Grant of options 200,286
------------
Nil for Conditional
Share Awards 200,286
------------
d) Aggregated information
- Volume
- Price
- Total N/A
e) Date of the transaction 13 July 2023
f) Place of the Outside a trading venue
transaction
Christopher Martin
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Christopher S. Martin
2 Reason for the notification
a) Position/status Chief Operating Officer
b) Initial notification Initial notification
/Amendment
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 Description: Ordinary shares of 25 pence each
the financial (Ordinary Shares)
instrument, type ID Code: GB00BFZZM640
of instrument
and identification
code
b) Nature of the Grant of options over Ordinary Shares in the
transaction Company and conditional share award over Ordinary
Shares in the Company.
c) Price(s) and Price (s) Volumes (s)
volume(s) Grant of options 373,262
------------
Nil for Conditional
Share Awards 373,262
------------
d) Aggregated information N/A
- Volume
- Price
- Total
e) Date of the transaction 13 July 2023
f) Place of the Outside a trading venue
transaction
Mary Basterfield - LTIP Award
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
b) Initial notification Initial notification
/Amendment
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 Description: Ordinary shares of 25 pence each
the financial (Ordinary Shares)
instrument, type ID Code: GB00BFZZM640
of instrument
and identification
code
b) Nature of the Grant of options over Ordinary Shares in the
transaction Company and conditional share award over Ordinary
Shares in the Company.
c) Price(s) and Price (s) Volumes (s)
volume(s) Grant of options 197,436
------------
Nil for Conditional
Share Awards 197,436
------------
d) Aggregated information
- Volume
- Price N/A
- Total
e) Date of the transaction 13 July 2023
f) Place of the Outside a trading venue
transaction
Mary Basterfield - ESOP Award
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
b) Initial notification Initial notification
/Amendment
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 Description: Ordinary shares of 25 pence each
the financial (Ordinary Shares)
instrument, type ID Code: GB00BFZZM640
of instrument
and identification
code
b) Nature of the Grant of options over Ordinary Shares in the
transaction Company and conditional share award over Ordinary
Shares in the Company.
c) Price(s) and Price (s) Volumes (s)
volume(s) Grant of options 213,078
------------
Nil for Conditional
Share Awards 213,078
------------
d) Aggregated information
- Volume
- Price
- Total N/A
e) Date of the transaction 13 July 2023
f) Place of the Outside a trading venue
transaction
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 Co-CEO, Content
b) Initial notification Initial notification
/Amendment
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 Description: Ordinary shares of 25 pence each
the financial (Ordinary Shares)
instrument, type ID Code: GB00BFZZM640
of instrument
and identification
code
b) Nature of the Grant of options over Ordinary Shares in the
transaction Company and conditional share award over Ordinary
Shares in the Company.
c) Price(s) and Price (s) Volumes (s)
volume(s) Grant of options 366,824
------------
Nil for Conditional
Share Awards 366,824
------------
d) Aggregated information
- Volume
- Price
- Total N/A
e) Date of the transaction 13 July 2023
f) Place of the Outside a trading venue
transaction
Brady Brim- DeForest
1 Details of the person discharging managerial responsibilities
/ person closely associated
a) Name Brady Brim-DeForest
2 Reason for the notification
a) Position/status CEO, Formula.Monks
b) Initial notification Initial notification
/Amendment
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 Description: Ordinary shares of 25 pence each
the financial (Ordinary Shares)
instrument, type ID Code: GB00BFZZM640
of instrument
and identification
code
b) Nature of the Grant of options over Ordinary Shares in the
transaction Company and conditional share award over Ordinary
Shares in the Company.
c) Price(s) and Price (s) Volumes (s)
volume(s) Grant of options 380,657
------------
Nil for Conditional
Share Awards 380,657
------------
d) Aggregated information
- Volume
- Price
- Total N/A
e) Date of the transaction 13 July 2023
f) Place of the Outside a trading venue
transaction
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 Initial notification
/Amendment
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 Description: Ordinary shares of 25 pence each
the financial (Ordinary Shares)
instrument, type ID Code: GB00BFZZM640
of instrument
and identification
code
b) Nature of the Grant of options over Ordinary Shares in the
transaction Company and conditional share award over Ordinary
Shares in the Company.
c) Price(s) and Price (s) Volumes (s)
volume(s) Grant of options 146,664
------------
Nil for Conditional
Share Awards 146,664
------------
d) Aggregated information
- Volume
- Price
- Total N/A
e) Date of the transaction 13 July 2023
f) Place of the Outside a trading venue
transaction
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 Initial notification
/Amendment
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 Description: Ordinary shares of 25 pence each
the financial (Ordinary Shares)
instrument, type ID Code: GB00BFZZM640
of instrument
and identification
code
b) Nature of the Grant of options over Ordinary Shares in the
transaction Company and conditional share award over Ordinary
Shares in the Company.
c) Price(s) and Price (s) Volumes (s)
volume(s) Grant of options 203,017
------------
Nil for Conditional
Share Awards 203,017
------------
d) Aggregated information
- Volume
- Price N/A
- Total
e) Date of the transaction 13 July 2023
f) Place of the Outside a trading venue
transaction
Mel Folahan
Deputy Company Secretary
+44 (0) 20 3793 0003
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END
DSHRIMRTMTABMAJ
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